| Dear Members,
The Directors have pleasure in presenting before you the 25 th Annual
Report of the Company together with the Audited Statement of Accounts
for the financial year ended 31st March, 2014.
[Rs. In Lacs]
PARTICULARS Year ended Year ended
31st March, 31st March,
2014 2013
Revenue from operations and Other Income 2533.52 3,096.94
Profit/ (Loss) before Interest,
Depreciation and Taxation 93.28 86.87
Less: Finance Charges 2.74 2.75
Less: Depriciation 2.66 2.69
Profit /(Loss) before Taxation 87.87 81.42
Less: Provision for Taxation
* Current Year Taxation 26.32 25.60
* Deferred Tax 0.00 0.00
Net Profit (Loss) after Taxation 61.55 55.92
Balance brought forward 162.27 106.35
Balance Carried to Balance Sheet(Loss) 223.82 162.27
OPERATIONAL HIGHLIGHTS
During the year under review, the Company achieved turnover of Rs.
2,533.52 Lacs. The Company earned Net Profit after Tax amounting to
Rs.61.55 Lacs as against Net Profit after Tax amounting to Rs. 55.92
Lacs for the corresponding previous financial year.
DIVIDEND
The Board of Directors of the Company do not recommend dividend for the
financial year ended 31st March, 2014.
DIRECTORS
Mr. Amit Bhangar, Director of the Company retires by rotation at this
Annual General Meeting and being eligible, offer himself for
re-appointment.
In accordance with Section 149(4) and other applicable provisions, if
any, read with Schedule IV of the Companies Act, 2013, the Company has
to appoint 1/3rd of the total Directors as Independent Directors, for a
maximum period of 5 years and who are not liable to retire by rotation.
Accordingly, the Board of Directors proposes to appoint the existing
Independent Directors i.e. Mr. Rajesh Pandey, Mr. Rajendra Mokashi and
Mr. Asim Kumar Saha as Independent Directors of the Company under
Section 149 of the Companies Act, 2013 for term up to 1 (one) year,
respectively, in ensuing Annual General Meeting.
The Company has received declarations from the Independent Directors of
the Company confirming that they meet with the criteria of independence
as prescribed both under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchange.
AUDITORS
M/s. P. Bohra & Co., Chartered Accountants, Mumbai, Auditors of the
Company retires at the conclusion of this Annual General Meeting. They
are eligible for reappointment and indicated their willingness to act
as an Auditor, if appointed and the appointment shall be in the limits
prescribed under the provision of Section 224(1B) the Companies Act,
1956.
Auditors' Report:
The observations of the auditors in their report are self-explanatory
and therefore, in the opinion of the Directors, do not call for further
comments.
PARTICULARS OF EMPLOYEES
The information required under sub-section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 duly amended by the Companies (Particulars of Employees)
Rules, 2011 for the year ended 31stMarch, 2014 is not applicable to the
Company as none of the employees is drawing remuneration more than the
limits presently specified under the said rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING/OUTGO
The operations of the company are not energy-intensive. However,
adequate measures have been taken to reduce energy consumption by using
energy efficient computers and equipments with the latest technologies.
Your Company constantly evaluates new technologies and invests in them
to make its infrastructure more energy-efficient.
During the year under review, the Company has entered into foreign
currency transactions and details thereof given in the Note '7' of the
notes to the account for financial results.
PUBLIC DEPOSITS
During the period under review, the Company did not accept deposits in
terms of Section 58A of the Companies Act, 1956 and pursuant to the
provision of the Non-Banking Financial Companies (Reserve Bank)
Directions, 1997.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)
Your Directors hereby report that:
(a) in the preparation of annual accounts, the applicable accounting
standards have been followed;
(b) appropriate accounting policies have been selected and applied
consistently and judgements and estimates made that are responsible and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year ended 31st March 2014;
(c) Proper and sufficient care has been taken 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;
(d) annual accounts have been prepared on a going concern basis.
RENAME THE EXISTING REMUNERATION COMMITTEE & SHAREHOLDERS GRIEVANCE
COMMITTEE AS PER COMPANIES ACT, 2013:
The existing Remuneration Committee of the company be renamed as
Nomination And Remuneration Committee and further the scope of the said
committee be expanded as per the requirements of provisions of section
178 (2) and section 178 (3) of the Companies Act, 2013.
The existing Shareholders Grievance Committee of the company be renamed
as Stakeholders Relationship Committee which will resolve the
grievances of the security holders of the company as per the
requirements of provisions of section 178 (6) of the Companies Act,
2013.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
CORPORATE GOVERNANCE AND COMPLIANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best Corporate
Governance practices as generally prevalent.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
The requisite Certificate from the Statutory Auditors confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
ACKNOWLEDGEMENT
The Board of Directors takes the opportunity to thank the Bankers and
Government for the Co- operations and support by them from time to time
in the operation of the company during the year. The Board also places
on record its deep appreciation for the contribution made by the
employees at all levels.
By Order of the Board
Mohanlal Bhangar
Chairman
Place: Mumbai Satish Bhangar
Date:05/09/2014 Managing Director | 