| Dear Members,
The Directors have pleasure in presenting herewith the 25th Annual
Report together with the Audited Statement of Accounts for the year
ended 31st March, 2014.
FINANCIAL RESULTS:
The highlights of Financial Results of the Company for the financial
year ended 31st March, 2014 are as under: (Rs. in lacs)
Particulars Year ended Year ended
31st March, 31st March,
2014 2013
Total Income 679.12 1082.48
Depreciation 2.29 1.96
Profit / (Loss) before Tax (37.23) 30.20
Profit / (Loss) after Taxation (30.43) 24.35
Profit / (Loss) brought forward
from last year (22.01) (46.45)
Balance Profit / (Loss) carried
forward to 230.611 (22.01)
Balance Sheet
OPERATIONS AND FUTURE PLANS:
During the year under review, the Company has not carried out any
activities in either segment (textile / real estate) and therefore
there is a loss of Rs.37.23 lacs as against a pre-tax Profit of 30.20
lacs (Previous Year) .
As already reported last year, the Company had selected Real Estate
Sector amongst various business opportunities across sectors, however,
due to continued sluggishness in housing and real estate sector, it
decided to abstain to take any risk and did not venture into any
project and as such, the Financial Results do not show any improvement.
DIVIDEND:
Due to the inadequate profit and brought forward losses, the Directors
do not recommend any dividend.
OLD TEXTILE DUES:
In terms of the agreement executed between the Textile Labour
Association, a recognized representative Union of the Mill workers and
the Order both dated 11.2.2008, the Company has received resignations
from 18 workers during the Year ended 31.03.2014.
SUBSIDIARY COMPANIES:
During the Year under review, the Company disinvested from two
Subsidiaries viz. Advance Infraspace Private Limited and Advance
Spacelink Private Limited. Grant Infrastructure Private limited only
remained a subsidiary of the Company as on 31st March, 2014.
After the Financial Year under review, your Directors have decided to
disinvest and sell the shareholdings in Grant Infrastructure Private
limited also and as such it ceased to be the Subsidiary from the date
of such transfer of holdings.
As per the General Circular No.1/2011 dated 8.2.2011 issued by the
Ministry of Corporate Affairs, Govt of India, a Consolidated Statement
of the subsidiary company viz. Grant Infrastructure Private limited
showing the required details for the period from 01.04.2013 to
31.03.2014 is attached to and forms part of this Annual Report and
hence furnishing other documents as per Section 212 of the Companies
Act, 1956 is exempted. Any member desirous of having full Annual
Report of the said subsidiary Companies may write to the Registered
Office of the Company and a copy of such Report will be sent by post.
CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by Clause 32 of Listing Agreement with Stock Exchanges,
Consolidated Financial Statements of the Company and its Subsidiary
Companies namely Grant Infrastructure Private limited for the year
ended 31st March, 2014 have been prepared by the Company in accordance
with the requirements of Accounting Standard - 21 "Consolidated
Financial Statements" and Accounting Standard - 23 "Accounting for
investments in Associates" issued by the Institute of Chartered
Accountants of India. The Audited Consolidated Financial Statements
form part of the Annual Report.
MEETINGS HELD DURING THE YEAR UNDER REVIEW:
The Board met five times during the year under review on 13th June,
2013, 27th June, 2013, 14th August, 2013, 15th November, 2013 and 11th
February, 2014. The full details are given in Corporate Governance
Report, annexed to this Report.
CORPORATE GOVERNANCE:
The Company has taken necessary measures to comply with the Listing
Agreement with the Stock Exchanges including revised Clause 49
regarding Corporate Governance. A separate report on corporate
Governance for the year ended on 31st March, 2014 is attached herewith
as a part of this Annual Report. A certificate from Statutory Auditors
of the Company regarding compliance of Corporate Governance as
stipulated under the revised Clause 49 of Listing Agreement is obtained
by the Company and annexed to the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of The Companies
Act, 1956 / 134(3)(5) of the Companies Act, 2013, with respect to
Directors' Responsibility Statement, it is hereby confirmed that:-
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
2. The Directors have 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
statement of affairs of the Company as at March 31, 2014 and of
the Profit or Loss of the Company for the year ended on that date.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of The Companies Act, 1956/2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other
irregularities.
4. The Directors have prepared the annual accounts of the Company on a
going concern basis.
5. The directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
6. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
Provisions of the Section 217 (e) of The Companies Act, 1956 for
disclosure of information on Conservation of Energy and Technology
Absorption are presently not applicable to the Company. There is no
Foreign Exchange earning or outgo during the year under review.
PARTICULARS OF EMPLOYEES:
There were no employees drawing salaries in excess of limits prescribed
under Section 217 (2A) of The Companies Act, 1956 read with Companies
(Particulars of Employees Rules, 1975) as amended and hence no
information is furnished thereto.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the year under
review.
Shri M S Bhardwaj, Independent Director ceased be to a Director of the
Company w.e. from 11.2.2014, by resignation. The Board has placed on
record their appreciation for the contribution made and services
rendered by Shri M S Bhardwaj, as a Director.
The term of all the existing directors is subject to retirement by
rotation. The Companies Act, 2013 (The Act) provides that the
independent directors are not liable to retire by rotation and their
term of appointment can be up to five consecutive years.
The Company has received necessary declaration from Shri S Srinivasan,
the Independent Director of the Company confirming that he meets 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 Exchanges.
In view of the change in the terms of the appointment of Independent
Director, as aforesaid, Shri S Srinivasan, Independent Director of the
Company shall retire at the forthcoming Annual General Meeting and
being eligible be re-appointed under the new terms for three years i.e.
up to the conclusion of Annual General Meeting that may be held for the
financial year ending March 31, 2017. His brief resume, as required
under Clause 49 of the Listing Agreement, is covered under Annexure to
the Notice for 25th AGM of the Company. Necessary resolutions have been
placed for your approval. Your Directors recommend his re-appointment
as Independent Director.
None of the Directors of the Company is disqualified from being
appointed as a Director as specified under Section 164 of the Companies
Act, 2013.
In terms of Section 152 of the Act, out of remaining two
Non-Independent Directors, Shri Sundeep Agarwal is liable to retire by
rotation and being eligible, offers himself for re- appointment. Your
Directors recommend his re-appointment as Director. Except Shri Sundeep
Agarwal, himself, no other Director is interested in his appointment.
In terms of Listing Agreement, your Company must have whole time
official i.e. Managing Director, Manager or CEO. Shri Phulchand Agarwal
was appointed in 2009 for a term of 5 Years as Managing Director of the
Company as required. His term expires on 31.10.2014. Necessary
resolution for Members' approval have been placed. Your Directors
recommend his re-appointment as Managing Director.
RELATED PARTY TRANSACTIONS:
The details of such Transactions are given in the Annual Report which
is self explanatory.
CERTIFICATE UNDER SECTION 383 A OF THE COMPANIES ACT.1956:
A Certificate obtained under Section 383 A of the Companies Act, 1956
issued by Practicing Company Secretary is attached and forms part of
this Report.
AUDITORS' OBSERVATIONS:
The observations made by the auditors are self explanatory and are
dealt with in the notes to the accounts.
AUDITORS:
M/s Dhiren Shah & Company, Chartered Accountants, the Statutory
Auditors of the Company are holding office until the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 139 of the Companies Act, 2013 and that they are not
disqualified for such appointment within the meaning of Section 141 of
the Companies Act, 2013.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for
continuous support and assistance received by the Company from the
Textile Labour Association, Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and
sincere services of the employees of the company at all levels.
The Company will make every effort to meet the aspirations of its
Shareholders and wish to sincerely thank them for their whole hearted
co-operation and support at all times.
For and on behalf of the Board
Place: Mumbai PHULCHAND AGARWAL
Date: 14th August, 2014 CHAIRMAN
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