| Dear Members,
The Directors present their 85th Annual Report and Audited Accounts for
the year ended 31st March, 2014.
Scheme of Compromise/Arrangement
The members are aware, a Scheme of Compromise and / Arrangement between
The Company and its shareholders, creditors and workers under sections
391 to 393 of the Companies Act, 1956 was approved by the Hon. Bombay
High Court on 10th September 2009. The Scheme was further modified by
the orders of the Hon. Bombay High Court dated 6th January 2010, 7th
January 2010, 8th April 2010, 8th February 2013 and 15th January 2014.
Pursuant to sanction of the aforesaid Scheme the Board of Directors has
been constituted for implementing the said scheme.
Accounts for the year ended 31st March 2014
Loss for the year was Rs. 218.24 lakhs which has been added to
Rs.3240.09 lakhs carried forward from the previous year.
Increase in Share Capital
New Equity Shares and Debentures were allotted on 22nd April 2013:
a) Increase in paid-up share capital from Rs 89 lakhs to Rs 200 lakhs
by making preferential allotment to existing Strategic Investor, M/s
Platinum Square Pvt. Ltd. as well as to another Strategic Investor, M/s
Mukesh Babu Financial Services Ltd.
b) Issue of 0% Secured Redeemable Debentures having face value of Rs 5
crores to M/s Mukesh Babu Financial Services Ltd.
Plans for the Company
The Company's plans for development of an ultra modern township on 60%
of the land at Bilimora are is pending for approval of Billimora
development plan by Government of Gujarat which is expected shortly
after which the work on company's land will commence may be during the
year 2014/15.
Directors
Mr. Om Dutt Purohit, Director of the Company, retires by rotation at
the ensuing Annual General Meeting. It is proposed to appoint him as an
Independent Director of the Company for a period of five years from the
date of the Annual General Meeting. He is a person of integrity and
possesses relevant expertise and experience. The Board has also opined
that he has fulfilled the conditions specified in Section 149 of the
Companies Act, 2013 and rules made thereunder and that he is
independent of management.
Directors' Responsibility Statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors' Responsibility Statement, it is hereby
confirmed:
1. That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year under review.
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2014, on a going concern basis, taking into
account the fact that as on date of preparation of the accounts the
Company has been revived and its net worth will turn positive upon
completion of all actions envisaged in the Scheme of Compromise."
Auditors
M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory
Auditors of the Company are due to retire at the ensuing Annual General
Meeting. The Company has received a certificate from the Statutory
Auditors, under 224(l)(b) of the Companies Act, 1956, stating that they
are eligible for re-appointment and the said re-appointment, if made,
will be within the prescribed limits.
Particulars of Employees
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee during the year. Observations on Remarks in the Auditors'
Report:
The fullest information and explanation of the respective matters have
already been given in the Notes included by your Directors as a part of
Accounts submitted to you for the year under Report as also by the
Auditors themselves in the said Report.
ANNEXURE TO THE DIRECTORS' REPORT:
(Additional information given in terms of Notification No.1029 of
31-12-1988, issued by the Department of Company Affairs).
No information can be given with regard to Disclosure in respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earnings
and Outgo, etc. as the Company had no operations during the year under
review.
On behalf of the Board of Directors
Om Dutt Purohit Ratan Karanjia
Directors
Registered Office:
Office No. 15, Ground Floor,
Patil Building, 38 West,
Sion West,
Mumbai 400022.
Dated: 30th May, 2014
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