| Dear Shareholders,
The Directors are pleased to present their 20th Annual Report on the
operations of the Company and the Audited Statement of Accounts for the
Year ended 31st March 2014.
Financial Results:
Particulars 2013-2014 2012-2013
Sales/ Income from Operations 803,560 782,000
Other Income - 23,000
Total Income 803,560 805,000
Less: Total Expenses 773,639 817,109
Extra- Ordinary Items -
Profit/ (Loss) after
Extra- Ordinary 29,921 (12,109)
Items but before Tax & Depreciation
Less: Tax 21,030
Profit/ Loss after Tax 29,921 (33,139)
EPS (Basic) 0.009 (0.00)
EPS (Diluted) 0.009 (0.00)
Reduction of Share Capital :
Pursuant to order dated 29th November, 2013 of Hon"ble High Court of
Bombay the share capital of the company is reduced from
Rs.10,00,00,000/- (Rupees Ten Crores only) consisting of 10,00,00,000
(Ten Crores) Equity Shares of Re. 1/- (Rupee One only) fully paid up to
Rs. 35,00,000/- (Rupees Thirty Five Lakhs only) consisting of 35,00,000
(Thirty Five lakhs) Equity Shares of Re. 1/- (Rupee One only) fully
paid up.
In compliance with requirements of the Companies Act, 1956, the Company
has filed E-form 21 with the Registrar of Companies (ROC), Mumbai on
January 04, 2014 and same was approved by ROC.
Further, in accordance with the requirements of the Listing agreement
entered with BSE Limited, the companies vide its letter dated 10th
February, 2014, in consultation with the exchange, fixed 20th February,
2014 as the Record Date to give effect to the said reduction.
Consequently, the trading in shares of the company was suspended due to
procedural reasons.
Thereafter, we had filed the listing application on February 28, 2014
with BSE Limited for listing of 35,00,000(Thirty Five lakhs)Equity
Shares of Re.1/-(Rupee One only) each fully paid up. However approval
for the same is awaited from the Exchange.
Operational Review:
It is encouraging to state that the year under review was one of the
few progressive years for the Company as it was in a position to stream
down its expenses to the tune of Rs.773,639 as compared to Rs.817,109,
thereby registering an overall reduction of about 5.32%. This toddler
achievement has motivated the Management and it is hopeful of better
performance in the years to come.
Future Outlook:
The Coming decade will be complex, volatile and uncertain, but it will
also bring many new opportunities for businesses and their customers in
the India and abroad.
Growing niche market opportunities, lower equipment costs and better
technology, it will be easier than ever to launch a business without a
big investment. This means more innovation, as new ideas can be tested
without much risk - and startup companies will proliferate.
Although there is intense competition in the domestic market, with the
implementation of the above mentioned backward integration projects,
your company's profitability will improve during the FY 2014-15,
barring unforeseen circumstances.
Dividend:
In view of the losses, the Directors of your Company regret their
inability to recommend any dividend for the year under consideration.
Changes in Capital Structure:
The share capital of the company is reduced from Rs. 10,00,00,000/-
(Rupees Ten Crores only) consisting of 10,00,00,000 (Ten Crores) Equity
Shares of Re. 1/- (Rupee One only) fully paid up to Rs. 35,00,000/-
(Rupees Thirty Five Lakhs only) consisting of 35,00,000 (Thirty Five
lakhs) Equity Shares of Re. 1/- (Rupee One only) fully paid up.
Changes in Directorship
In accordance with the provisions of Section 152 of the Companies
Act, 2013 and other applicable provisions and regulations for time
being in force, Mr. Deepak Jambodaker, Directors of your Company
retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment.
As per Section 149(4) of the Companies Act, 2013 (Act) which came
into effect from April 1, 2014, every listed public company is required
to have at least one- third of the total number of directors as
Independent Directors. In accordance with the provisions of Section 149
of the Act and the Listing Agreement, Mr. Rajesh Dinkar Jadhav, and
Mr. Ganesh Budbadkar are being appointed as Independent Directors to
hold office as per their tenure of appointment mentioned in the Notice
of the forthcoming Annual General Meeting of the Company.
Mr.Sangramkumar Das appointed as Managing Director of the Company as
per the provisions of Companies Act, 2013 and other applicable laws
subject to members approval at the Annual General Meeting to be held on
29th September, 2014.
Further Mr. Kanubhai Patel , Mr. Vipul Shah & Mr .Shashikant Pawar
resigns from Board of the Company on 4th September,2014 respectively.
The Board wishes to place on record their appreciation for the services
rendered by them as the Directors of the Company.
Auditors:
The Statutory Auditors of the Company, M/s. Agarwal Desai & Shah has
merged with Verma Mehta & Associates, Chartered Accountants with effect
from 17th December, 2013 .Thus Verma Mehta & Associates, Chartered
Accountants retire at the ensuing Annual General Meeting and have
confirmed their eligibility for re- appointment in terms of Section
139,141 and 142 of the Companies Act, 2013 subject to member's
approval.
Internal Audit:
The company has internal control system consisting of specific policies
and procedures designed to provide management with reasonable assurance
that the goals and objectives of the company can be met.
Directors' Responsibility Statement:
Based on the representations received from the operating management and
pursuant to the provisions of Section 217(AA) of the Companies Act,
1956, your Directors confirm that:
In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
The 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 as at 31st March,2014 and of the profit of the Company
for year ended on that date;
They have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting
records, safeguarding the assets of the Company and for preventing and
detecting material fraud and other irregularities;
The Directors have prepared the Annual Accounts on a going concern
basis.
The Directors have laid down proper internal control system to ensure
compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
Corporate Social Responsibility:
Your Company believes that success of the business and society goes
hand in hand and thus every possible effort is undertaken to ensure
that the Company continues to invest in the development and welfare of
the Community and Society as a whole.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
In view of the nature of the activities which are being carried on by
the Company, Rules 2A & 2B of the Companies (Disclosure of particulars
in the report of the Board of Directors) Rules, 1988, concerning
conservation of energy and technology absorption respectively, are not
applicable to the Company.
During the year under review, neither the Company had any Foreign
Exchange Earnings nor did it spend any foreign exchange on any account.
Fixed Deposits:
The Company has not accepted any Deposits within the meaning of Section
58A of the Companies Act, 1956 and the rules made there under.
Listing:
The Company's Equity shares are listed on the Bombay Stock Exchange
Limited (BSE LIMITED)
Management Discussion and Analysis:
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India is presented in a separate section forming part of
the Annual Report.
Corporate Governance:
Corporate Governance is managing, monitoring and overseeing various
corporate systems in such a manner that corporate reliability,
reputation are not put at stake. The long term performance of a
corporate is judged by a wide constituency of stakeholders. Our Company
puts in every effort to maintain quality relationship with its every
stakeholders.
A detailed report on the Corporate Governance Code and practices of the
Company along with a certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance as
stipulated under clause 49 of the Listing Agreement are given in a
separate section in this Annual Report.
Employees:
The Company respects the interests and contribution of its employees.
Its take measures to protect the rights of its employees and also
provides training and development of necessary skills for career
advancement on an equal and non discriminatory basis. Its offers speedy
redressal of grievances of its employees.
During the year under review there were no employees drawing a salary
exceeding the limits specified under Section 217 (2A) of the Companies
Act, 1956.
Acknowledgements and Appreciation:
The Board of Directors of the company are fully aware of its current
and upcoming activities which can be undertaken only with the
consistent support of its all investors, employees, customers, vendors,
bankers, financial institutions, service providers, regulatory and
government authorities and stock exchanges in order to reach new
horizons. Its provides great encouragement to the company to work with
more zeal , efficiently and efficiency.
By the Order of the Board
Sd/-
Place : Mumbai Sangramkumar Das
Date : 4th September, 2014 DIN: 05235448
|