| Dear members,
The Directors have pleasure in presenting the 25th Annual Report of
the Company together with Audited Accounts for the year ended
31-03-2014.
FINANCIAL RESULTS
PARTICULARS (Rs. in Lakhs)
YEAR ENDED 31-03-2014 YEAR ENDED 31-03-2013
Total Income 100.00 52.64
Profit and Loss Before 0.90 (10.16)
Interest and Depreciation
Depreciation - -
Profit/(Loss) for the year 0.90 (10.16)
Profit (Loss) before Tax 0.90 (10.16)
Balance brought forward (447.29) (437.13)
Balance carried forward (447.63) (447.29)
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Clause 49 of the Listing Agreement with Stock Exchange,
a detailed Management Discussion and Analysis Report is presented in a
separate section forming part of the annual report.
DIRECTORS
As per provisions of the Companies Act, 2013, Mr. Parth Dineshbhai
Kanabar and Mr, Rajeshwar Bhagat, Independent Directors, are proposed
to be reappointed at the ensuing AGM for a term of five years.
Mr. Shahank Vijay Panwar, Non-Executive Director, retires by rotation
at the ensuing AGM and being eligible offers himself for
re-appointment.
None of the Directors are disqualified under section 164 (2) of the
Companies Act, 2013.
DIVIDEND
Due to accumulated losses of the previous years, your Directors are
unable to recommend any dividend for the year under review.
AUDITORS
M/s. Arpan Chudgar & Associates, CHARTERED ACCOUNTANTS, Ahmadabad,
retire at the ensuing Annual General Meeting of the company and are
eligible for reappointment.
AUDIT REPORT & ACCOUNTS
The comments on statement of accounts referred to in the report of the
auditors are self-explanatory.
PARTICULARS OF EMPLOYEES
Particulars of employees required to be furnished under section 217
(2A) of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, as amended in 2011 to this report are- NIL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 217(1 )(e) of the
Companies Act, 1956 read with Companies' (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988 regarding
Conservation of Energy And Technology Absorption are not applicable to
the Company,
FOREIGN EXCHANGE EARNINGS & OUTGO
The Company mainly deals in domestic market and has NIL sales on
account of exports, thereby resulting NIL foreign exchange earnings and
outgo during the accounting Year 2013-14.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuance to section 217(2AA) we state -
I) That in the preparation of the annual accounts the applicable
accounting standards had been followed and there is no material
departure;
ii) that your directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the accounting year and of the
profit or loss of the company for that year;
iii) that your directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities and
iv) that your directors had prepared the annual accounts on a going
concern basis.
TAKEOVER
The Company has been taken over by Kamlesh D. Korodiya & Hiren Kumar
Rashiklal Doshi, vide Share purchase agreement(SPA) dated June 14,
2013, in compliance with SEBI(Substantial Acquisition of Shares and
Takeovers) Regulations, 2011. The Promoter Shareholding of 8,83300
Equity Shares of the Company was transferred to acquirers Kamlesh D.
Korodiya, commerce graduate having 15 years of experience in the field
of consultancy of accounts, taxation & software technologies and Hiren
Kumar Rashiklal Doshi, undergraduate engaged in the business of trading
in Fabrics, Textiles & Capital goods and having experience of 5 years,
on June 14, 2013 at Rs. 1/- per equity share in terms of the share
purchase agreement amongst themselves in terms of the provisions of
Securities & Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011. The same was communicated to the
Stock Exchanges at the relevant times.
Further new Board has been introduced as Kamlesh D. Koradiya , Shashank
Vijay Panwar, Prajesh R. Rupareliya, Prajesh R. Rupareliya and Sunil
Ganesh Bhave in Place of the existing Board of Directors.
COMPLIANCE CERTIFICATE
Pursuant to requirements of Section 383A(1) of the Companies Act, 1956,
with respect to Compliance Certificate, the Company has obtained
Compliance Certificate from Practicing Company Secretary, for the
Accounting Year ended 31.03.2014.
CORPORATE GOVERNANCE REPORT
Your Company always places major thrust on managing its affairs with
diligence, transparency, responsibility and accountability thereby
upholding the important dictum that an organization's corporate
governance philosophy is directly linked to high performance.
The Company understands and respects its fiduciary role and
responsibility towards its stakeholders and Society at large, and
strives to serve their interests, resulting in creation of value and
wealth for all stakeholders.
The Compliance report on corporate governance and a certificate from
M/s Arpan Chudgar & Associates, Chartered Accountants, Statutory
Auditors of the Company, regarding compliance of the conditions of
corporate governance, as stipulated under clause 49 of the listing
agreement with the stock exchanges, is attached herewith to this
report.
ACKNOWLEDGEMENT
Your directors wish to convey their thanks to their Employees,
Shareholders, Bankers and auditors for continuance of their support.
By Order Of the Board of Directors
For EMED .COM TECHNOLOGIES LIMITED
Sd/-
Place : Hyderabad Parth Dineshbhai Kanabar
Date : 19-08-2014 DIRECTOR |