| Dear Members,
The Directors present the Annual Report of the Company along with
Audited Statement of Accounts for the year ended 31st March, 2014.
This report has been prepared on the basis of legal requirements under
Companies Act, 1956. As per General Circular No.08/2014 issued by
Ministry of Corporate Affairs dated 04/04/2014, the provisions of
Companies Act, 2013 will become applicable for all disclosures required
under the Act for the Year 2014- 2015 and subsequent years.
1. FINANCIAL RESULTS
(Rs. inlakhs)
Period ended Year ended
Particulars 31.03.2014 31.03.2013
Total Income 1,96,46,522 57,863,561
Profit Before Depreciation and Tax 13,93,697 49,193
Depreciation 2,58,908 0
Current tax 11,750 0
Deferred tax liability/Assets 4,00,760 0
Profit/Loss After tax (3,22,77,721) 49,193
2. BUSINESS OVERVIEW:
During the year under review, the company suffered loss of Rs
(3,22,77,721) as compared to profit of Rs. 49193/-during the previous
year which was mainly due to written off of long outstanding dues which
company could not recover. Now the Company looks forward for more
sensible investment opportunities and Management is very hopeful of
fruitful synergies which will enhance shareholders value in the coming
years.
During the year under review, the company subject to the approval of
the Hon'ble High Court of Bombay, Shareholders, Stock Exchanges where
the shares of the Company are listed and other relevant regulatory
authorities, approved the reduction of Equity Share Capital of the
Company from Rs. 2,75,00,000/- divided into 27,50,000 Equity Shares of
Rs. 10/- (Rupees Ten only) each fully paid up to Rs. 27,50,000/-
divided into 2,75,000 Equity Shares of Rs. 10/- (Rupees Ten only) each
and that such reduction be effected by canceling of 24,75,000 Equity
Shares of Rs. 10/- each amounting to Rs. 2,47,50,000/- in the existing
paid up Equity Share Capital against debit balance in Profit and Loss
account.
3. FUTURE OUTLOOK:
Following the NDA victory in the recently concluded general elections,
expectations are now exceptionally high from the new Government with
regard to reforms and governance. The clear electoral mandate given to
the single party reduces political uncertainty and raises the potential
for economic policy reform.
The New Government faces a daunting task of reversing a declining
economic trend. It could be 8 to 12 months before we can see any green
shots of recovery. However, market may not wait till then and price in
positive policy as well as administrative actions.
The fact that we will have a decisive Government is a good thing, but
the coming days are going to be very important, even some indications
of how the government is going to move to get the economy back on
track, all these will be very important events to watch.
In view of the above, the new Government has to start firing all
cylinders without wasting time. And if that happens, unprecedented
amount of foreign money shall flow into India, which will be good for
Indian market and economy and will in turn also boost our business
prospects.
With this positive movement in India, the Company looks forward for a
better future in the coming years to come.
4. DIVIDEND
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and with a view to conserve the resources,
they do not recommend any dividend for the year ended 31st March, 2014.
5. DEPOSIT:
The Company has not taken /invited any deposits from the public during
the year. The outstanding amount is NIL as on 31st March, 2014.
6. SECRETARIAL & INTERNAL AUDITORS
Based on recommendation received from the Audit Committee, the Board of
Directors at their meeting held on 05th September, 2014 appointed D.S.
Momaya & Co., Company Secretaries, Navi Mumbai as a Secretarial Auditor
of the Company under section 138 (Rule 10) of the Companies Act, 2013
for the financial year 2014-15.
D.S. Momaya & Co., Company Secretaries, Navi Mumbai conducted the
internal audit periodically and submitted their reports to the Audit
Committee. Audit Committee has recommended re-appointment of existing
internal auditor D.S.Momaya & Co., Company Secretaries, as an internal
auditor of the Company for financial year 2014-15 under the relevant
provisions of the Companies Act, 2013. The company is still in the
process of appointing internal auditor for the company.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby declare:
i) That in preparation of the annual accounts, the applicable
accounting standards has been followed.
ii) That the directors have 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 financial year under review
and for the profit or loss 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 the Companies Act, 1956 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.
8. CORPORATE GOVERNANCE IS ENCLOSED AS ANNEXURE TO THIS REPORT
Pursuant to the Circular No. 08/2014 of Ministry of Corporate Affairs
dated 04th April 2014, the Company has prepared its financial
Statements including Directors Report, Auditors Report as per the
provisions of the Companies Act 1956. Also as the paid up capital of
the Company is less than Rs.3 Crores, particulars as mentioned in
clause 49 of the Listing Agreement with Stock Exchange, Mumbai,
Corporate Governance Report is not required to be given. But as a good
corporate governance practice, your Directors present hereby its First
Corporate Governance Report in terms of new Companies Act and New
Clause 49 of the Listing Agreement which will be effective w.e.f. 1st
October 2014.
The Company is committed to maintain highest standards of Corporate
Governance. Reports on Corporate Governance and Management Discussions
& Analysis are annexed and form part of this report. Also Certificate
on Compliance of Corporate Governance issued by Auditors is annexed to
the report.
9. COMPLIANCE CERTIFICATE
The Company has obtained Compliance Certificate pursuant to section
383A(1) from D S Momaya & Co, Company Secretaries and attached to this
report.
10. REMUNERATION
The particular of Employees as required under Section 217(2A) of the
Companies Act, 1956, is not applicable as the Company does not have any
employee.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. RESEARCH AND
DEVELOPMENT
The Particulars as required under the provisions of Section 217 (1)(e)
of the Companies Act, 1956 in respect of conservation of energy and
technology absorption are not required to be furnished considering the
nature of activities undertaken by the company during the year under
review. Further during the year under review, the Company has neither
earned nor used any foreign exchange.
12. STATEMENT UNDER SECTION 217(I)(e):
Statement pursuant to Section 217(I)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988, is given below:
a) The Company has no activities relating to conservation of energy.
b) i) The Company has made no provision for research and development
expenditure.
ii) The Company has no activity relating to technology absorption,
adoption and innovation.
c) The Company has no activity relating to foreign exchange earnings
and outgo.
13. DIRECTORS :
Mr. Pravin Patil and Mr. Bharat Patil were appointed as Additional
Director w.e.f. 28th December 2013 in the Meeting of Board held on
31 December 2013 who holds office only upto the date of forthcoming
AGM. Your Directors propose their appointment as Directors. Further,
to bring Board of Directors of the Company in compliance with the new
provisions of Companies Act, 2013, the Board has been restructured in
the meeting of Board of Directors held on 05th September 2014 wherein
Mr. Pravin Patil, Mr. Bharat Mukund Patil have been re-appointed as the
Independent Directors of the Company for the period of five years and
Mr. Tushar Patil has been appointed as Chief Executive Officer and
Managing Director as Whole time Key Managerial Personnel and Mr. Kiran
Patil has been appointed as Compliance Officer of the Company.
Also during the year under review, Mr. Bhausaheb Morey and Mr. Santosh
Kamankar resigned from the Board of Directors due to their
pre-occupancies w.e.f 31st December 2013. The Board places its
gratitude and appreciation for the support provided by them in their
capacity of Directors to the Company.
14. RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF
COMPANIES ACT 2013:
The Board of Directors in its meeting held on 05th September 2014
reconstituted the Board of Directors of the Company in pursuant to
various provisions of the Companies Act 2013 as follows:
Name of Director Designation KMP position held
Mr. Tushar Patil Executive Director Chief Executive Officer
and Managing Director
Mr. Bharat Mukund Chairman and
Patil Independent Director
Mr.Pravin Rangnath Independent Director -
Patil
15. FIXED DEPOSITS:
Your company has neither invited nor accepted any Fixed Deposits from
the public during the financial year under review.
16. AUDITORS AND AUDITORS' REPORT
M/s. Soumitro Mukherjee & Co., who are the Statutory Auditors of the
Company, hold office until the conclusion of the Annual General
Meeting.
Further, Your Directors propose appointment of M/s. Soumitro Mukherjee
& Co, Chartered Accountants whose appointment as been duly approved by
the Audit Committee who shall hold office from the conclusion of this
meeting till the conclusion of the fifth Annual General Meeting, with
this meeting being counted as the first meeting and will be subject to
ratification in every annual general meeting till the sixth such
meeting by way of passing of an ordinary resolution and to fix their
remuneration.
Also a certificate under Rule 4 of the Companies (Audit and Auditors)
Rules, 2014 has been received from the Auditors to the effect that the
Auditor is eligible for appointment and is not disqualified for
appointment under the Act, the Chartered Accountants Act, 1949 and the
rules or regulations made there under and proposed appointment is
within the limits laid down by or under the authority of the Act.
17. LISTING AGREEMENTS REQUIREMENTS:
The securities of your company are listed at BSE Limited. The Company
has paid listing fees for the year 2014-15.
18. APPRECIATION:
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company's Bankers, and all other
intermediaries concerned with the Company's business.
Your directors sincerely thank all members for supporting us during the
difficult days. We look forward to your continued support and reiterate
that we are determined to ensure that the plans are successfully
implemented.
Registered office
11, Radhamandir Building, By Order of the Board of Directors
213, Sir Bhalchandra Road,
Behind Ruia College, Matunga (E)
Mumbai, Maharashtra Tushar Patil
(Managing Director)
DIN:01856178
Place: Mumbai
Date: 05.09.2014 | 