| Dear members,
The Directors have pleasure in presenting their 50th Annual Report
together with the Audited Statement of Accounts of the Company for the
financial year ended March 31,2014.
[Rs.in lacs]
PARTICULARS F.Y.2013-14 F.Y.2012-13
Total Income 17.44 11.69
Profit (Loss) before Interest, 250.27 547.15
Tax, Depreciation and Exceptional
Items
Profit before depreciation & 06.10 06.06
income tax
Less: Depreciation & Amortization 05.84 05.87
Profit/(Loss) before Taxation 00.26 00.19
Less: MAT 00.09 00.04
Less: Provision for Taxation
- Current Year - -
Profit/(Loss) afterTaxation 00.17 00.15
REVIEW OF PERFORMANCE:
During the year under review. Net Profit after Tax was Rs.0.17 lacs as
against Net Profit after Tax of Rs. 0.15 lacs for the corresponding
previous year.
DIVIDEND:
Due to inadequate profits,, your Directors are unable to recommend any
dividend for the financial year under review.
DIRECTORS:
During the year under review, Mr. Pratik Patel, Mr. Jayanti Velani and
Mrs. Priti Vora were appointed as an Additional Directors of the
Company w.e.f. July 30, 2014 and Mr. Haresh Patel, Mr. Yogesh Patel
were appointed as an Additional Directors of the Company w.e.f.
February 14, 2014 and October 29, 2013 respectively.
Further, during the year under review, Mr. Balubhai Sardhara, Mr.
Chandrakant Kudwe, Mr. Vikram Kapadia and Mr. Birendra Dutta resigned
as Directors of the Company.
The Companies Act, 2013 (the Act) provides for appointment of
independent directors. Sub-section
(10) of Section 149 of the Companies Act, 2013 (effective from April 1,
2014) provides that independent directors shall hold office for a term
of up to five consecutive years on the Board of a company; and shall be
eligible for re-appointment on passing of ordinary resolution by the
shareholders of the company.
Sub-section (1) states that no independent director shall be eligible
for more than two consecutive terms of five years. Sub-section (13)
states that the provisions of retirement by rotation as defined in
sub-sections (6) and (7) of Section 152 of the Act shall not apply to
such independent directors.
The non-executive independent directors were appointed as directors
liable to retire by rotation under the provisions of the erstwhile
Companies Act, 1956. The Board of Directors has been advised that non
executive (independent) directors so appointed would continue to serve
the term that was ascertained at the time of appointment as per the
resolution pursuant to which they were appointed. Therefore, it stands
to reason that only those non-executive (independent) directors who
will complete their present term at the ensuing AGM of the Company in
September 2014, being eligible and seeking re-appointment, be
considered by the shareholders for re-appointment for a term of upto
five consecutive years.
Non-executive (independent) directors who do not complete their term at
the ensuing AGM, will continue to hold office till the expiry of their
term (based on retirement period calculation) and thereafter would be
eligible for re-appointment for a fixed term in accordance with the
Companies Act, 2013.
Further, Mr. Pratik Patel, Mr. Haresh Patel and Mr. Jayanti Velani were
appointed as Independent Directors of the Company for a term of three
consecutive years and Mr. Yogesh Patel was appointed as an Independent
Director of the Company for a term of five consecutive years.
Mr. Mukesh Vora was appointed as the Chief Executive Officer [CEO] of
the Company w.e.f. December 8,2014.
FIXED DEPOSITS:
The Company has not accepted any loans or deposits from public in
pursuant to Section 58A of the Companies Act, 1956, and rules framed
under the Companies (Acceptance of Deposits) Rules, 1975.
AUDITORS:
M/s. S.M. Malde & Co., Chartered Accountants, Auditors of the Company
retires at the conclusion of ensuing Annual General Meeting and has
expressed their willingness to continue as the Statutory Auditors of
the Company.
AUDITORS' REPORT: Auditors Report as issued by M/s. S.M. Malde & Co.,
Chartered Accountants, Auditors' of the Company is self explanatory and
need not call for any explanation by your Board.
PARTICULARS OF EMPLOYEES:
The Company considers human resources as its greatest asset and
strength in the process of development and progress. In terms of the
provisions of Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975 as amended by the
Companies (Particulars of Employees) Rules, 2011, none of the employees
of the company are in receipt of remuneration exceeding Rs.60,00,000/-
per annum, if employed for whole of the year or Rs.5,00,000/- per month
if employed for part of the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Since your Company does not own manufacturing facility, the particulars
relating to the conservation of energy and technology absorption as
prescribed u/s. 217 (1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 do not apply to the Company in respect of the
year under reference.
Further, there is no foreign exchange earnings and outgo during the
year under review. MANAGEMENT DISCUSSION AND ANALYSIS:
The Report on Management Discussion and Analysis as required under the
Listing Agreement with The Stock Exchanges is enclosed to this Report.
Certain statements in this section may be forward looking. Many factors
may affect the actual results, which could be different from what the
Directors envisage in terms of the future performance and outlook.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuant to Sec. 217(2AA), the Board do and hereby states:
i. that in the preparation of annual accounts for the Financial year
2013-14, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
ii. that the directors had selected such accounting policies and
applied them consistently and made judgments and estimated 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 financial year and of the
profit of the company for that period.
iii. that the 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;
iv. that the Directors had prepared the annual accounts on a going
concern basis.
RECONSTITUTION OF COMMITTEES OF THE COMPANY AND SUBSEQUENT RENAMING OF
THE SAME AS PER PROVISIONS OF THE COMPANIES ACT, 2013:
Based on the relevant provisions of the Companies Act, 2013, the
committees of the Company are renamed as under. Further, due to changes
in the composition of the Board of Directors, Committees of the Company
also stand reconstituted as under w.e.f. 30th July 2014:
Audit Committee:
Names of Directors Category
Mr. Yogesh Patel Chairman & Non-Executive Independent
Mr. Pratik Patel Non-Executive Independent
Mr. Haresh Patel Executive Non Independent
Stakeholders Relationship (formerly Shareholders / Investors Grievance)
Committee:
Names of Directors Category
Mr. Yogesh Patel Chairman Non Executive Independent
Mr. Pratik Patel Non-Executive Independent
Mr. Haresh Patel Non-Executive Independent
Nomination and Remuneration Committee (formerly Remuneration
Committee):
Name of Directors Category
Mr. Yogesh Patel Chairman & Non-Executive Independent
Mr. Pratik Patel Non-Executive Independent
Mr. Haresh Patel Non Executive Independent
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standard of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company continued to believe in and accordingly upgrade
itself with concept of Corporate Governance. The company has
successfully maintained a code of Corporate Governance in all its
concerned operations comprehensively. Corporate Governance and
Management Discussion & Analysis Report forms part of this Annual
Report. The Company has obtained a Certificate from Practicing Company
Secretary for maintenance of Code of Corporate Governance.
APPRECIATION:
Your Directors place on record their sincere appreciation of the
service rendered by the employees of the Company and the Banks. Your
Directors are also grateful to shareholders of the Company and local
authorities for their continued valuable support and co-operation to
the Company.
For and On behalf of the Board of Directors
SD/- SD/-
Place: Mumbai Priti Vora Yogesh Patel
Date: 08/12/2014 Director Director | 