| Dear Shareholders,
The Directors hereby present the 32nd Annual Report on business and
operations of the Company together with the Audited statements of
Accounts for the financial year ended on 31st March 2014.
OPERATIONS REVIEW:
During the year under review due to sluggish market condition and
financial crisis company faces huge set back. So company not in
position to generate any revenue from the operation but after some
fixed cost company gain Net Profit of Rs. 894142/-.
The management has taken measures as part of its continuous
improvements to strengthen operations and viability.
DIVIDEND:
Your Directors have not declared any dividend during the year under
review due to loss incurred.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr. NILESHKUMAR KHATRI Director of the Company is retires by rotation
at the ensuing Annual General Meeting and being eligible, offer himself
for reappointment.
Mr. PRAJYOT JAMBEKAR was appointed as an additional director of the
Company w.e.f. 25.01.2014 and is hereby appointed as an Independent
Director of the Company to hold office for five consecutive years for a
term up to September 28, 2019. MR. ASHOK SHAH who was appointed
directors of the Company whose period of office will be liable to
retire by rotation and be and is hereby appointed as an Independent
Director of the Company to hold office for five consecutive years for a
term up to September 28, 2019.
Mr. DHARMESH SHAH resigned from directorship of the company w.e.f.
25.01.2014. The Board considered and appreciated his work during the
tenure of the office.
CHANGES IN CAPITAL STRUCTURE:
it Issued and Paid-up Share Capital
The Company in its Board Meeting held on 13.01.2014 converted and
allotted 9550000 convertibles fully paid warrant in to equal number of
equity shares of Rs.10/- each per share on preferential basis to other
then promoters. Accordingly, after said allotment, the issued and
paid-up share Capital of the Company stood at Rs.32,05,00,000
comprising of 3,20,50,000 equity share of Rs.10/-(Rupees Ten Only)
each.
AUDITORS AND AUDITORS' REPORT:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors
of the Company, holds office until the conclusion of the ensuing Annual
General Meeting and is eligible for reappointment.
The observations made by the Auditors' in their Auditors' Report and
the Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith. The Audit Committee of the Company
has regularly reviewed internal Control System of the company.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges, Report on Corporate
Governance along with the Auditors' Certificate on its compliance is
annexed separately to this Annual Report.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
are not applicable to our Company, as our Company has not carried out
in the manufacturing activities.
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) 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 state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv) Directors have prepared the accounts on a "going concern basis".
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, EXDON TRADING COMPANY LIMITED
PLACE: MUMBAI
DATE: 27.08.2014
(NILESHKUMAR KHATRI)
CHAIRMAN
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