| The directors take pleasure in presenting the 26th Annual Report,
together with the Audited Accounts of your Company for the year ended
31st March, 2010.
FINANCIAL RESULTS
(Amount in Rs.)
Particulars Financial year Financial year
ended on ended on
31st March 2010 31st March 2009
Sales and other Income 139,982.276 176,409,688
Profit Before Interest,
Depreciation & Taxation 2,319,630 4,304,432
Less: Interest Charges 1,092,437 2,291,721
Profit Before Depreciation &
Taxation 1,227,193 2,012,711
Less: Depreciation 1,047,369 1,178,534
PROFIT BEFORE TAXATION 179,825 834,177
Add/(Less):Provision for taxation/
Prior Period (4,229,089) (302,630)
Items/Exceptional Items
PROFIT AFTER TAXATION (4,049,263) 531,547
Balance brought forward from
Previous year 2,460,372 1,928,825
Dividend 604,777 -
Dividend Distribution Tax 100,446 -
Profit/(Loss) carried to
Balance sheet (2,294,114) 2,460372
OPERATIONAL REVIEW
During the year under review, the Company has made a net loss of Rs.
4,046,263/- as compared to a net profit of Rs. 531,547/- for the
financial year 2008-09. The said loss is a loss on slump sale and
Company has actually earned a profit of Rs. 4,19,109/- from its
business activities.
SLUMP SALE OF UNDERTAKING:
The Living Room is a well recognized furniture brand which is dedicated
to creating furniture to support urban lifestyle & spaces. However
during the last two financial years, due to steep competition in the
furniture industry coupled with import of cheap furniture by competing
furniture brands from China and other countries, it has become
difficult day by day to sustain the growth trend. Further, the Company
was not in a position to operate at ideal economies of scale required
for operating the furniture business which was further resulting in
negative growth & dilution of shareholders value. The financial
position of the Company further deteriorated, during the financial year
under review, which resulted in closing few more retail outlets
including one at Pune. The Board of Directors of the Company had
therefore proposed that before the state of business affairs of the
Company is further eroded, it was advisable to sale the business
undertaking of the Company on "Slump sale" basis pursuant to provisions
of Section 293(1) (a) of the Companies Act, 1956 and introduce
diversified business activities which will increase shareholders value.
Therefore, in the best interest of the shareholders of the Company as
well as other stakeholders, the Company has decided to sale its
undertaking on slump sale basis and has invited bids by way of
publishing tender notices in the newspapers HindustanTimes and
Navshakti on 3rd February 2010. The Company has executed a slump sale
agreement for its entire undertaking with the successful bidder M/s.
Bluemoon Commerce & Credit Private Limited for a consideration of Rs.
159 Lacs ( Rupees One Crore Fifty Nine Lacs).
BESEBVES:
During the year under review, the Company has not transferred any
amount to Reserves.
DIVIDEND
Your Directors have recommend for your consideration a Oividend @ 5%
i.e Re. 0.50 per Equity shares of Rs. 10/- each for the financial year
ended 31st March, 2010 out of accumulated profits of the Company from
past years.
CHANGE IN MANAGEMENT:
Subsequent to the end of financial year, there has been a change in
management of the Company in the hands of Mr. Pushpesh Kumar Baid from
Mr. Jehangir Nagree & Mrs. Shakera Nagree pursuant to the special
resolution passed through postal ballot under Regulation 12 of the SEBI
(Acquisition of Shares & Takeover) regulation 1997. The shareholders of
the Company have also consented for the said change in management by
passing special resolution in the Extra Ordinary General meeting held
on June 10, 2010.
CHANGE IN NAME AND MAIN OBJECTS OF THE COMPANY
The New Management has decided to venture into segments relating to
lifestyle including textile, jewellery, retail & hospitality
businesses. Therefore, it was decided to change the name and main
object clause of the Company. The Management is in process to make the
desired names available. Your directors recommend to consider & accord
your approval for the proposed change in name as set out in Item No. 9,
of the Notice calling the 26th Annual General Meeting. The change in
Object Clause requires approval of shareholders by conducting a postal
ballot and therefore the same is being dealt with separately by sending
notices of Postal Ballot to the shareholders for conveying their
assent/ dissent for alteration in object clause of the Memorandum of
Association.
CAPITAL STRUCTURE
Subsequent to the year end, the Company has increased its authorized
capital from Rs. 1,25,00,000/- (Rupees One Crore Twenty Five Lacs only)
divided into 12,50,000 (Twelve lacs Fifty Thousand only) Equity Shares
of Rs. 10/- ( Rupees Ten Only) to Rs. 3,50,00,000/- (Rupees Three
Crores Fifty Lacs Only) divided into 35,00,000 (Thirty Five Lacs)
Equity Shares of Rs.10/- (Rupees Ten Only) each.
The new management has further proposed to increase the authorised
capital of the Company to Rs. 5,00,00,000/- (Rupees Five Crores Only)
divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs. 10/- (Rupees
Ten Only) each. Your directors seek members approval for passing
special resolution as set out in Item No. 10 of the Notice.
PUBLIC DEPOSITS
The Company has not accepted any deposit from the public within the
meaning of section 58A of the Companies Act, 1956 during the year under
review.
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration as prescribed under
provisions of section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended and
therefore no such particulars are provided.
DIRECTORS
Subsequent to the financial year under review, the Management of the
Company has been changed in the hands of Mr. Pushpesh Kumar Baid from
Mr. Jehangir Nagree & Mr. Shakera Nagree. Pursuant to the said change
in management the old management including Mr. Jehangir Nagree, Mrs.
Shakera Nagree, Mr. Writ Damania, Mr. Sushil Murarka & Mrs. Pratibh%
Shah have tendered their resignation from the Board of Directors with
effect from 29th June 2010.
Mr. Nikhil Kedia & Mr. Prahlad Kedia have been appointed as additional
directors on the Board w.e.f 29th April 2010 whereas Mr. Rajeev K B
Pillai & Mr. Pushpesh Kumar Baid have been appointed as additional
directors on the Board w.e.f 11th June 2010.
DIRECTORS RESPONSIBILTYSTATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
(Amendment) Act, 2000 with respect to Directors Responsibilities
Statement, it is hereby confirmed: (i) That the preparation of the
Annual Accounts for the financial year ended 315t March,2010, the
applicable accounting standards have 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 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 the year under review;
(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 accounts for the financial
year ended 31st March, 2010 on a going concern basis.
REVIEW OF AUDITORS REPORT
Your directors are pleased to inform you that the Statutory Auditors of
the Company have not made any adverse or qualified remarks in their
audit report.
AUDITORS:
M/s. S I Mogul Associates, Chartered Accountants, the retiring
Statutory Auditors of your Company have expressed their unwillingness
to be re-appointed at the ensuing Annual General Meeting. Your Board
has placed on record their appreciation for valuable guidance and
immense support extended by them over the years as statutory auditors
of the Company.
Further your Company has received a letter from M/s. Mandawewala &
Company, Chartered Accountants, Kolkata, expressing their interest to
be appointed as the Statutory Auditors of the Company at the ensuing
Annual General Meeting in place of the retiring auditor and indicated
that if appointed, their appointment will be within the limits
prescribed under section 224(1 B) of the Companies Act, 1956. The Board
proposes and also recommends the appointment of M/s. Mandawewala &
Company Chartered Accountants, Mumbai as Statutory Auditors of the
Company.
COMPLIANCE CERTIFICATE
As required under the provisions of Section 383A of the Companies Act
1956, the Company has obtained a secretarial Compliance certificate
from M/s. Ratish Tagde & Associates, Practising Company Secretaries.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The additional information as required under the provisions of Section
217(l)(e) of the Companies Act 1956 read with the Companies {
Disclosure of Particulars in the Report of the Board of Directors)
Rules,1988 is given In Annexure-I.
ACKNOWLEDGEMNTS
Your Directors wish to thank to the Bankers as well as the Shareholders
of the Company. The Board of Directors also wish to place on record
their deep appreciation for the services rendered by the employees of
the Company.
Reg. Off: By Order of the Board of Directors
Office No. 07, For: Chisel & Hammer (Mobel) Limited
Laxmi Tower, (Formerly known as
Living Room Lifestyle Ltd)
Bandra Kurla Complex,
Bandra East, Sd/-
Mumbai - 400051 Pushpesh Kumar Bald
Place: Mumbai Managing Director
Date : 04th September 2010
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