| Dear Members,
The Directors take pleasure in presenting herewith Twenty-second
Annual Report and Audited Accounts for the year ended on 31st March,
2011.
FINANCIAL RESULTS: (Rs.)
Year ended Year ended
31.03.2011 31.03.2010
Profit/ (Loss) before Interest
and Taxation (15,62,928) 6,04,367
Less: - Financial Charges 3,864 2,52,853
Net Profit / (Loss) before Taxation (15,66,792) 3,51,514
Provision for Taxation - 1,16,000
Profit/(Loss) For the year (15,66,792) 2,35,514
Balance brought forward from previous year (1,98,67,121)(2,01,02,635)
Balance carried to Balance Sheet (2,14,33,913)(1,98,67,121)
Review of Performance
During the year company has not carried out any business activities.
Company has incurred loss of Rs. 15.63 Lacs during the year. However
in the current year company is planning to diversify its business
activities and to venture into business of trading of various mineral
products, gold, silver, diamond etc. and business of mining
activities.
Dividend
Tne Directors, regret their inability to recommend any dividend for the
year, due to losses of current and earlier years.
Fixed Deposits
During the year, the Company has not accepted any deposits from the
public or otherwise in terms of Section 58A of the Companies Act, 1956,
read with Companies (Acceptance of Deposit) Rules, 1975.
Subsidiary Companies
There are no any subsidiary Companies.
Stock Options
As required under Clause 12 of the Securities and Exchange Board of
India (Employees Stock Option Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999 are not applicable to the Company during the
year.
Personnel
The relations between employees and the management during the year have
been cordial. The Directors wish to thank all the employees tor their
continued support and co-operation during the year under review.
Listing
Equity Shares of the company are listed on the Bombay Stock Exchange
Limited (BSE), Ahmedabad Stock Exchange (ASE) And Vadodara Stock
Exchange (VSE).
Directors Responsibility Statement
In Compliance of Section 217(2AA) of the Companies Amendment Act, 1956
as amended by the Companies (Amendment) Act, 2000, the Directors of
your Companies confirm:
1. that the applicable Accounting Standards have been followed in the
preparation of final accounts and that there are no material
departures.
2. that such accounting polices have been selected are applied
consistently judgments and estimates made are reasonable and prudent so
as to give a true and fair view of the state of affairs of your Company
as at March 31, 2011.
3. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provision of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
4. that the annual accounts have been prepared on going concern basis.
Directors
At the forthcoming Annual General Meeting, Mr. Lalit K. Rathod will
retire by rotation pursuant to Article 145 of the Articles of
Association of the Company. Being eligible, he offers him-self for
reappointment.
Also Mr. Kamlesh M. Siddhapura was appointed as an additional director
by the Board of Directors of the company w.e.f. 26th April 2011
accordingly he hold office only upto the ensuing annual general meeting
of the company. The company has received the notice from the
shareholder of the company proposing his candidature for the post of
Director and as such Board recommends his appointment as director of
the company.
Mr. Deenkar B. Shrimali and Mr. Suresh V. Mavani resigned as Directors
of the Company with effect from 26th April, 20th which the Company
has accepted. The management has taken note of the same and is thankful
for the services rendered during his tenure.
Issue of Convertible Warrants on Preferential basis
Your company is planning to raise funds to the tune of Rs 10 Crores
(Rupees Ten Crores only) by offering, issuing and allotting
10,00,00,000 (Ten Crores) warrants convertible into equity of the face
value of Rs.l/- each at a price of Rs. 1/- each with an option to
convert warrants into equity share within 18 months of issuance of
warrants on preferential basis Convertible Warrants on Preferential
basis to promoters and others as mentioned in the resolution attached
in the notice of Annual General Meeting. The Object of the issue is to
augment long term resources of the Company to implement the expansion
plans of the Company as well as working capital requirements of the
company.
Issue of equity shares on right basis
Your company is also planning to raise funds to the tune of Rs. 52.50
Crores (Rupees Fifty Two Crores Fifty Lacs) by way of offering, issuing
and allotting equity shares the shareholders of the Company on right
basis in ratio of 1:3 i.e. three equity shares for every one share held
in the company. The Object of the issue is to augment long term
resources of the Company to implement the expansion plans of the
Company as well as working capital requirements of the company.
Corporate Governance & Management Discussion & Analysis
A separate section on Corporate Governance and a Certificate from
Auditors of the company regarding compliance of conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement
together with the Management Discussion and Analysis of the financial
position of the company forms part of the Annual Report.
Audit Committee
The company's present Board of Directors is properly constituted and
the company has also formed an Audit Committee in compliance with
provisions of Section - 292A of the Companies Act, 1956 and also in
compliance with the Clause 49 relating to Corporate Governance. The
duties, powers, responsibilities assigned to the Audit Committee are in
line with the Clause 49 of the Listing Agreement.
Particulars of the employees
Company has no employee who were in receipt of the remuneration of Rs.
24,00,000/- in the aggregate, if employed for the year and in receipt
of the monthly remuneration of Rs. 2,00,000/- p.m. if employed for a
part of the year as per the provision of Section 217(2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rules, 1975. Hence the information required under S-217(2A) of the
Companies Act, 1956 being not applicable are not given in this report.
Risk Assessment and Management
The Company has a well defined risk management system in place as a
part of good Corporate Governance practices. All the risks are
identified at various levels with suitable mitigation measures and are
subjected to a quarterly review by the Audit Committee. The Company
assigned the key risks to various risk owners responsible for
mitigation plans and review of these risks from time to time.
There are adequate internal systems, control and Checks in place
commensurate with the size of the Company and nature of its business.
The management exercises financial control through a well define budget
monitoring process and other standard operating procedures.
Conservation of energy, Technology absorption and Foreign exchange
earnings and out go
The Additional information required under Section 217(l)(e) of the
Companies Act,1956 relating to Conservation of energy, technology
absorption are not applicable to the Company, as the company is not
engaged in the manufacturing activities. The Company has no any Foreign
exchange earnings or outgoes during the financial year.
Auditors
M/s. Praful N. Shah & Co., Chartered Accountants of the Company retire
at this Annual General Meeting and being eligible, are recommended
their re-appointment as auditors of the company for the period from the
conclusion of this Annual General Meeting upto the date of the next
Annual General Meeting.
Auditors Reports
The observations of the Auditors in their Report and Notes Attached to
the Accounts are Self- Explanatory and do not require any Further
Clarifications.
Acknowledgment
Your company & Directors wish to place on record their appreciation of
the assistance and co- operation extended by Investors, Bankers,
Customers, Business Associates, Suppliers and Government. We are
deeply grateful to shareholders for their continued faith, confidence
and support to the company. The Directors wishes to place on record its
appreciation of sincere and dedicated work of employees at all levels,
which has largely contributed to the present growth of the Company.
For and on behalf of the Board
Lalit K. Rathod
Managing Director
Ahmedabad
April 26, 2011
| 