| Dear members,
The Directors have great pleasure in presenting 23rd Annual Report
together with the Audited statement of Accounts for the year ended
31st March, 2014.
1. FINANCIAL HIGHLIGHTS:
SOURCES 31/3/2014 31/3/2013
RS. Rs
1) Gross Income 7.53 572.51
2) Gross Operating Profit 5.43 1.64
3) Depreciation & Amortization (0.88) (1.31)
4) Profit/(Loss) Before Tax 0.52 0.33
5) Provision for Taxation (0.30) (0.30)
6) Profit/(Loss) After Tax 0.03 0.03
7) Less: Pr. Yr. Income tax W/off 0 0
8) Add/(Less): Transfd.
To/from Deferred Tax
Liability 0.17 0.20)
9) Net Profit Carried To Balance
Sheet 0.36 0.23
10) Add: Balance Brought Down 27.21 26.97
11) Add: Prev. Yr. Adjustment 0.00 0.00
TOTAL 27.57 27.21
2. DIVIDEND:
In the absence of adequate profits, your Directors did not recommend
any dividend for the current year.
3. DIRECTORS:
During the year, Mr. Kamlesh B. Mehta, Director is retiring by
rotation and being eligible offers himself for re-appointment.
Impending notification of Section 149 and other applicable provisions
of the Companies Act, 2013, your Directors are seeking appointment of
Mr. Visswas B. Panse (DIN - 03040544), Mr. Ashok T. Bhanushali (DIN -
03130730) as Independent Directors for five consecutive years for a
term up to 31 March 2019.
4. DEPOSITS:
During the year Your Company has not accepted any deposits from the
public.
5. EMPLOYEES:
Particulars of employees as required by Section 217 (2A) of the
Companies (Particulars of Employees) Rules, 1975 are not given as no
employees are drawing salary in excess of the limit of the Section
217(2A).
6. AUDITORS:
M/S DAGDULAL K. JAIN & CO, Chartered Accountants, Mumbai, who are
Statutory Auditors of your Company, are due for retirement in
accordance with the provisions of the Companies Act, 1956 at the
ensuing Annual General Meeting. They have signified their willingness
to be re-appointed as Statutory Auditor of the Company.
M/S DAGDULAL K. JAIN & CO, Chartered Accountants, Mumbai are being
Appointed as the Statutory Auditors of your Company at the ensuing
Annual General Meeting. Your Directors recommend their appointment for
the ensuing year.
The Company has received letters from M/S DAGDULAL K. JAIN & CO,
Chartered Accountants, Mumbai, to the effect that their appointment,
if made, would be within the prescribed limits under Section 141(3)(g)
of the Companies Act, 2013 and that they are not disqualified from
being appointed as Statutory Auditors ofthe Company.
7. AUDITORS REMARK:
The Notes to the Accounts referred to in the Auditors Report are self
explanatory and, therefore, do not call for any further comments. 9
8. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis of Financial Condition and Results
of Operation ofthe Company for the year under review, as stipulated in
Clause 49 ofthe Listing Agreement with the Stock Exchanges, is given
as a separate statement in this Annual Report (Annexure 1).
9. CORPORATE GOVERNANCE:
Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirements of
Corporate Governance, as also a Management Discussion & Analysis
Report pursuant to Clause 49 ofthe Listing Agreement with Stock
Exchange are annexed hereto.
10. CEO/CFO CERTIFICATION:
Certificate of CEO / CFO of the Company on Financial Statements, Cash
Flow for the financial year 2013-14 and Certificate of CEO i.e. Whole
Time Director of the Company for compliance with code of conduct by
Board members and Senior Management personnel on annual basis are
enclosed herewith.
11. COMMITTEES OF BOARD:
Pursuant to Section 178 of the Companies Act, 2013, The Company has
changed the name of Remuneration committee and shareholders committee
to "Nomination and Remuneration Committees" and "stakeholders'
committee" respectively, in their meeting held on 30th May, 2014 the
details ofthe same are mentioned in the Corporate Governance Report
annexed hereto.
12. SECRETARIAL AUDITOR:
The Board has appointed HS associates, Company Secretaries as the
Secretarial Auditor ofthe Company for the financial year 2014-2015.
13. SUBSIDIARIES:
As the Company has no subsidiaries, the provisions of Section 212
ofthe Companies Act, 1956 does not apply.
14. PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
Being a Service Provider and Trading Company, no activities relating
to conservation of energy & technology absorption are carried out as
such and this provisions are not applicable hence not applicable.
15. AUDIT COMMITTEE:
As per the provisions of Section 292(4) of the Companies Act, 1956 the
company has formed an audit committee comprising of Directors of the
Company. The committee reviews the requirements ofthe aforesaid
section and report to the Board of Directors.
16. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors would like to inform the members that the audited
accounts containing the financial statements for the year 2013 are in
full conformity with the requirement of the Act and they believe that
the financial statements reflect fairly the form and substance of the
transactions carried out during the year and reasonably present the
company's financial condition and result of operations. These
financial statements are audited by the Statutory Auditors M/s
Dagdulal k. Jain & Co. Your Directors further confirm that:
1. In the preparation ofthe annual accounts, applicable Accounting
Standards have been followed;
2. The Accounting Policies are consistently applied and reasonable,
prudent judgement and estimates are made so as to give a true and fair
view ofthe state of affairs ofthe company as at 31st March, 2013 and
ofthe Profit ofthe Company for the year ended on that date.
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act, for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
4. That the Directors had prepared the annual accounts on a going
concern basis.
Your Directors wish to take this opportunity to thank the
Shareholders, Bankers, and Customers etc. for their co-operation and
support extended to company.
For and on behalf of the Board of Directors
Place:Mumbai Sd/- Sd/-
Date:12th August,2014 Kamlesh B.Mehta Visswas B. Paanse
Director Director |