| Dear Members,
The Directors have pleasure in presenting their 19th Annual Report
together with the Audited Annual Accounts of the Company for the year
ended March 31st, 2014.
FINANCIAL SUMMARY
Particulars Financial Year Financial Year
2013-14 2012-13
Net Profit/(Loss) for the year 744,822 (35,22,191)
(before depreciation and tax)
Less: Depreciation/ Amortization 1,252,153 12,05,181
Net Profit after depreciation (507,331) (47,27,372)
before tax
Less:
Income Tax - -
Deferred Tax 3,963 (6,610)
Net profit for the year (after (511,294) (47,20,762)
depreciation and tax)
Brought Forward Profit/(Loss) from (12,742,690) (80,21,928)
last year
Balance as at year end carried (13,253,984) (1,27,42,690)
over to next year
* DIVIDEND
In view of losses incurred during the year, the Directors regret their
inability to recommend any Dividend for the financial year 2013-14.
* CAPITAL STRUCTURE
During the Financial Year2013-14 there is no change in capital
structure of the Company and paid up share capital of the Company
stands at Rs.2,27,63,000/-
AUDITORS AND AUDITOR REPORT
M/s B. Khosla & Co., Chartered Accountants, Jaipur Auditor of the
Company retires at the forthcoming Annual General Meeting and being
eligible offer itself for re-appointment.
The Company had received letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 139 of the Companies Act, 2013and that they are not
disqualified for such reappointment within the meaning of Section 141
of the Act.
They are sought to be re-appointed for 3 (three) Financial Years.
The qualifications/observations of the Auditors are self-explanatory
and have been explained/ clarified wherever necessary in appropriate
notes to Accounts.
* CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The requisite
Certificate from the Secretarial Auditor of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
* MANAGEMENT DISCUSSION & ANALYSIS
Management's 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.
* BOARD OF DIRECTORS Retire by Rotation
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company Mr. Puneet Parwal, Director of
the Company retires by rotation on the ensuing Annual General Meeting
and be Intellgible offers herself for re-appointment.
A brief resume and other information required under clause 49 of the
listing agreement is included in the notice of Annual General Meeting.
The Board recommends their re-appointment.
Appointment of Independent Directors
Pursuant to Section 149 of the Companies Act, 2013, the Board at its
meeting recommended the appointment of Mr.Vimal Jimal Kishor Chandak
Mr. Ramesh Kumar Somani Mr. Amit Sharda as Independent Directors of the
Company, not liable to retire by rotation. These Directors have given
the declarations to the Board that they meet the criteria of
independence as provided under Section 149 of the said Act.
* PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
A. CONSERVATION OF ENERGY
The company is making all round effort for conservation of energy. The
measures are carried out on on-going basis throughout the year.
B. TECHNOLOGY ABSORPTION
1. Specific areas in which R & D work carried out by the company: The
Company's R & D activities concentrate on adaptation of new technology
and techniques to suit the climatic and local conditions, mainly in the
area of the productivity and better quality of the produce.
2. Benefit derived as a result of the above R & D: Cost reduction and
Improvement in quality.
3. Future plan of action: Continuance of such effort for improvement in
quality and Increase production.
4. Expenditure on R & D: The expenditure form the part of general
overhead of the company, the precise amount is not quantifiable.
5. Technology absorption, adaptation and innovation
5.1 Effort in brief made towards technology absorption, adoption and
innovation:
The company has made efforts to develop better techniques and better
quality of the product.
5.2 Benefit derived as a result of above efforts:
a. Better quality of product.
b. Cost reduction
C. FOREIGN EXCHANGE EARNING AND OUTGO
During the year under review the company has expended Rs. Nil of
foreign exchange. The company has not earned any foreign exchange.
* FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of section
58-A of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975.
* PARTICULARS OF THE EMPLOYEE
There is no person in the employment of the company drawing or entitled
to draw a remuneration of Rs. 60, 00,000.00 or more per annum or Rs. 5,
00,000.00 or more per month, if employed for the part of the year
* DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Sec. 217(2AA) of the Companies Act,
1956and Section 134(5) of the Companies Act, 2013 with respect to
Directors' Responsibility statement, it is hereby confirmed:
i. that in preparation of the annual accounts for the financial year
ended on 31st March, 2014, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
ii. that the directors have selected such accounting policies and
applied them consistently and made the judgments and estimates that
were 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
loss of the company for the year under review;
iii. that the directors had 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;
iv. that the directors had prepared the accounts for the financial year
ended on 31st March 2014, on a 'going concern' basis.
* DISCLOSURE OF SUBSIDIARY COMPANY
The shares of "H R B Constructions Private Limited "which became the
subsidiary of your Company "H R B Floriculture Limited" on 10th
October, 2005, is no more subsidiary from dated 30th September, 2013.
Therefore, as on date "H R B Floriculture Limited" does not have any
Subsidiary Company.
* COMPLIANCE CERTIFICATE:
As per the requirement of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s. V. M. & Associates, Company
Secretaries in Whole-time Practice, confirming that the Company has
complied with the provisions of the Companies Act, 1956 and a copy of
the Compliance Certificate is annexed to this report.
* ACKNOWLEDGEMENTS:
The Board of Directors wishes to place on record its sincere
appreciation for due co-operation received from the Company's Bankers,
Government, Advisors, Shareholders etc. The Directors are also thankful
to the employees at all levels for their continued support.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
KRISHAN KUMAR PARWAL
CHAIRMAN
PLACE: JAIPUR
DATE: 30.05.2014
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