| The Members,
The Board of Directors is pleased to present the Directors' Report
together with the Audited Financial Statements for the year ended March
31, 2014 compared with previous financial year as follows:
FINANCIAL RESULTS:
The results for the Financial Year ended 31st March 2014 are as under:
(Amount in Rs)
Particulars Year ended Year ended
31st March 2014 31st March 2013
Total Income - -
Less: Administrative and Other Expenses 630,524 507,060
Profit/ (Loss) before Tax (630,524) (507,060)
Less: Provision for Tax - -
Less: Exceptional items - -
Profit/ (Loss) after Tax (630,524) (507,060)
OPERATIONS:
During the year under review, your Company has not carried out any
activities .
Presently, your directors are taking effective steps to consider other
options to commence activities in the field of Infrastructure. Your
directors are considering various options for adoption of and to revamp
the operations with activities wherein the promoters have core
competency.
DIVIDEND:
Considering the loss for the F. Y 2013-2014, your Directors do not
recommended dividend for the year ended 31st March, 2014.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company;
Mr. Ashwin Shah and Mr. Harshad Shah, Directors of the Company, shall
retire by rotation at the forthcoming Annual General Meeting and are
eligible for re-appointment. The Board recommends their re-appointment.
Pursuant to the provisions of Section 149 and 152 of the Companies Act,
2013, it is proposed to appoint Ms. Kairavi Naik (DIN: 03614248), Mr.
Vrushabh Patil (DIN: 02306524) and Mr. Vishal Talpade (DIN: 03627072),
as Independent Directors for the period upto March 31, 2019. The said
Independent Directors shall not be liable to retirement by rotation.
The Company has also received the requisite disclosures from all the
above mentioned Directors of the Company confirming that they meet the
criteria of Independence as prescribed under both sub-section (6) of
section 149 of the Companies Act, 2013 and under Clause 49 of the
Listing Agreement entered into with Stock Exchange.
PUBLIC DEPOSITS:
The Company has not accepted any deposit pursuant to provisions of
Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
- In the preparation of the annual accounts, the applicable standards
have been followed;
- Your Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are 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 loss of the
Company for that year;
- Your Directors have 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;
- Your Directors have prepared the attached Statement of Accounts for
the year ended March 31, 2014 on a going concern basis.
AUDITORS:
M/s. P. Jasani & Associates, Chartered Accounts (Firm Registration No.
116628W) retire at the ensuing Annual General Meeting and are eligible
for re-appointment. The said Auditors have furnished a certificate of
their eligibility for re-appointment under Section 139(1) of the
Companies Act, 2013 and have indicated their willingness to continue as
auditors. Accordingly, it is proposed to appoint M/s. P. Jasani &
Associates, Chartered Accounts as the Statutory Auditors of the Company
for a period of Five years to hold office till the conclusion of the
34th Annual General Meeting. The Members are requested to consider
their re-appointment for the period of Five years and to authorize the
Board to fix their remuneration.
AUDITORS' REPORT:
The observations made by the Auditors in their Report read with the
relevant notes as given in the Notes to Accounts, are self explanatory
and therefore do not call for any further comments under Section 134
(2) of the Companies Act, 2013
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A Report on Corporate Governance and Management Discussion & Analysis
Report pursuant to Clause 49 of the Listing Agreement are annexed
hereto and form part of this report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
ADAPTATION AND INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information relating to the Conservation of Energy, Technology
Absorption, Adaptation and Innovation pursuant to Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is not
required to furnished as the Company has not carried out any operations
during the year under review.
There was no Foreign Exchange Earnings and Outgo during the year under
review.
PARTICULARS OF EMPLOYEES:
During the year under review, the Company had no employees. Hence, no
particulars of employees under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended are required to be furnished.
ACKNOWLEDGEMENTS:
The Directors wish to place on record their appreciation for reposing
confidence in the Company's management by shareholders and investors.
For and on behalf of the Board of Directors
Place: Mumbai Harshad Shah Ashwin Shah
Dated: 1st September, 2014 Director Director
Registered Office:
105, Flyover Apartment,
Teli Gally,
Andheri (East),
Mumbai - 400 069
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