| Dear Members,
The Company's Directors are pleased to present the 20th Annual Report
of the Company along with the Audited Accounts for the year ended March
31, 2014.
FINANCIAL PERFORMANCE
The summary of the financial result of the Company for the year under
review are as under:
(Rs. in Lacs)
Particulars Year Ended Year Ended
March 31, 2014 March 31, 2013
Profit/( Loss) before Depreciation, (33012060) (28519764)
Finance Costs and Tax, Finanace
cost
Less: Depreciation 28557 28560
Less: finance Costs 6546232 7564872
Profit/(Loss) before Taxation (26437271) (20926332)
Less: Taxation related to previous 6700 0
year
Net Profit / (Loss) After Tax (26443971) (20926332)
Add: Balance from previous year (194859392) (173933060)
of Profit (Loss)
Balance of Profit/(Loss) carried (221303363) (194859392)
to Balance Sheet
Reserves and Surplus:
The Opening balance of Profit and Loss shows a loss of Rs. 194859392/-
as against (P.Y. Rs. 173933060). During the year the Company has
incurred a loss of Rs. 26443971/- as against (P.Y. Rs. 20926332). The
closing Balance of Profit and Loss shows a loss of Rs. 221303363/- as
against (P.Y. Rs. 194859388). There is no change in Capital Reserves
balance. The opening and closing balance of capital reserves stands at
Rs. 90.00 lacs.
PERFORMANCE REVIEW
During the financial year 2013-14, the volatility in the macroeconomic
environment continued to cast its shadow and affected most of the
markets where your Company operates in.
During the year under review, the Company due to International
recessionary condition, high interest rates, heavy inflationary
pressure, heavy Competition in the market and presence of large
Market players dominating the Market has suffered adversely.
DIVIDEND
Your Directors regret their inability to recommend Dividend for the
year under review.
CHANGE IN CAPITAL STRUCTURE
There is no change in the capital structure of the Company.
CODE OF CONDUCT
Pursuant to the provisions of Clause 49(1)(D) of the Listing Agreement,
your Company has laid down a Code of Conduct for its Board Members and
Senior Management Personnel. All the Directors and the Senior
Management Personnel have affirmed compliance with the said Code of
Conduct. A declaration regarding compliance by Board Members and Senior
Management Personnel with the Code of Conduct for the year ended March
31, 2014 is annexed to this Report.
PUBLIC DEPOSITS
The Company has not invited or accepted any public Deposits in
accordance with the provisions of Section 58A of the Companies Act,
1956 read with Companies (Acceptance of Deposits) Rules, 1975 during
the year under review.
DEPOSITORY SYSTEM
Members not having Shares in Dematerialized form are advised to avail
the facility of Dematerialization through any of the nearest Depository
Participants (DPs) to avoid the possibility of loss, mutilation ect, of
share certificates and also to ensure safe and speedy transactions in
the securities.
SUBSIDIARY COMPANIES
The Company does not have any Subsidiary Company within the meaning of
Section 4 of the Companies Act, 1956.
DIRECTORS
The Board of Directors' key purpose is to ensure the company's
prosperity by collectively directing the company's affairs, whilst
meeting the appropriate interests of its Shareholders and stakeholders.
The Board consists of a combination of Executive, Non - Executive and
Independent Directors with an extensive and diverse experience in
different fields of operations.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and rules made thereunder and pursuant to provision of Article 43
of the Articles of Association of the Company, Mr. Dattatrey
Chandrakant Manik and Mr. Bharatbhai Tapubhai Sanchala, Directors
retire by rotation at the ensuing Annual General Meeting of the Company
and being eligible, have offered themselves for their re-appointment.
Your Directors recommended their re-appointment at the ensuing Annual
General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
a) in the preparation of the Annual Accounts for the year ended March
31, 2014, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and that no material departures are made from the same;
b) the Directors have selected such accounting policies and applied
consistently and judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company as at March 31, 2014 and of the Loss of the Company for the
period ended on that date;
c) 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;
d) the Directors have prepared the annual accounts of the Company on 'a
going concern' basis.
AUDITORS AND AUDITORS' REPORT
The Company has received a notice from a member of the Company
proposing M/s. N. B. & Associates., (Firm Registrtion No. 137865W) as
the Statutory auditors of the Company in place of M/s. DJVN & Company,
Chartered Accountants.
M/s. N. B. & Associates., (Firm Registrtion No. 137865W) statutory
auditors, if appointed, shall hold office from the conclusion of the
ensuing annual general meeting until the conclusion of next annual
general meeting. The Company has also received an eligibility
certificate from M/s. N.B.& Associates.,, that they are eligible for
the appointment of auditors and also stating that their appointment if
made will be within the limits prescribed under the provisions of the
Companies Act, 2013 and the rules made thereunder.
There is no qualification or adverse remarks in the auditors report.
The Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
AUDIT COMMITTEE
The Company has duly constituted its Audit Committee pursuant to the
provisions of Section 292A of the Companies Act, 1956 & Clause 49 of
the Listing Agreement.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, the Company has no employee with a remuneration during the
year under review, which taken in aggregate was equal to or more than
the sum prescribed under the said provisions.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis on Company's performance -
industry trends and other material changes with respect to the Company
pursuant to Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by Exchange. The Company has also implemented several best Corporate
Governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
LISTING FEES:
The Company has paid necessary listing fees of the Bombay Stock
Exchange for the year 2013 - 2014. The Company will also pay necessary
listing fees of Bombay Stock Exchange for the year 2014-2015.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO
The requirement of disclosure of particulars with respect to
conservation of energy as prescribed in Section 217 (1) (e) of the Act
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, are not applicable to the Company and
hence are not provided.
MATERIAL EVENTS AND COMMITMENTS, IF ANY SUBSEQUENT TO BALANCE SHEET
DATE :
There are no material events and commitments, if any, which may have
adverse effect on the operations of the Company subsequent to the
Balance Sheet date and upto the date of the report.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank all investors, customers,
vendors, bankers, financial institutions, Service Providers, regulatory
and government authorities and Stock Exchanges for their consistent
support and encouragement to the Company. The Directors also place on
record their sincere appreciation to all employees of the Company for
their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled the Company to remain
at the forefront of the Industry.
By the Order of the board
Date: 30th August, 2014
Place: Ahmedabad Chairman cum Director |