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Padmanabh Industries Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2018

The Directors have pleasure in submitting their 24th Annual Report of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2018.

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

During the year under review, the Company has incurred Profit of Rs. 22,84,860/-. Your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31st March, 2018 are as follows:

(Amount in Lakhs.)

Particulars

Year Ending 31st March, 2018

Year Ending 31st March, 2017

Sales

413.97

183.95

Other Income

65.85

10.27

Total Income

479.82

194.22

Less: Expenditure

453.83

195.62

Profit/(loss)before Interest, Depreciation, Tax

25.99

(1.40)

Less: Interest

0

0

Less: Depreciation & Amortization Cost

0

0

Less: Extraordinary items

0

0

Profit/(loss)Before Tax

25.99

(1.40)

Less: Tax Expenses(current Deferred Tax)

3.14

0

Profit/(loss)after Tax

22.85

(1.40)

2. CONSOLIDATED FINANCIAL STATEMENT

The Financial Statement of the Company for the Financial year 2017-18 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link www.padmanabhindustries.com.

3. DIVIDEND

In view to conserve the resource of the Company, your Directors do not recommend any dividend for the year ended 31st March, 2018.

4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has One (1) Subsidiary Company.

CIN

Name of Company

Date of Incorporation

U74110GJ2016PTC094837

M/S Padmanabh Sports Private Limited

23/12/2016

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year, the Company altered its Main Object Clause of the Memorandum of Association of the Company through shareholders approval by postal ballot and the same became effective w.e.f. 11/11/2017. Through the said alteration, the Company added two new objects to its main object clause apart from the existing four.

7. ADOPTION OF NEW SET OF MOA

Pursuant to the shareholders'' approval obtained through Postal ballot on 11th November, 2017, the company has adopted new set of Memorandum of Association.

8. CHANGES IN SHARE CAPITAL OF THE COMPANY

During the period under review, the Authorised share capital of the Company has been increased from Rs. 5,00,00,000 (divided into 50,00,000 Equity share of Rs. 10 each) to Rs. 7,50,00,000 (divided into 75,00,000 Equity share of Rs. 10 each).

At present, the paid up Equity Share Capital of the Company is Rs. 6,07,75,000 /-(Six Crore Seven Lakh Seventy Five thousand rupees only). During the period under review, the company has issued 15,00,000 equity shares of Rs.10/- each at a price of Rs.61/- on private placement basis. Your Company does not have any ESOP scheme for its employees/Directors.

9. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

10. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this report.

12. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Board has formed the Risk Management Committee comprising of three directors as members (Mr. Ashish Shah, Mr. Hemal Shah and Mr. Sandip Gandhi) and the said committee looks after the risk management plan of the Company. The Committee has developed and implemented Risk Management Policy. However, in the opinion of the Board, the risks which may threaten the existence of the company are very minimal.

14. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSERVATION OF ENERGY:

- the steps taken or impact on conservation of energy : Nil

i. the steps taken by the company for utilizing alternate sources of energy : None

ii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. t he benefits derived like product improvement, cost reduction, product development or import substitution : None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : N.A.

iv. the expenditure incurred on Research and Development : Nil

C. FOREIGN EXCHANGE EARNING & OUTGO :

Foreign Exchange Earning: NIL Foreign Exchange Outgo : NIL

15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has given loan and the details of such loan given are provided in note no.9 of the financial statements for the year ended on 31st March, 2018. Further the Company has not made any investments during the period under review.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, the Company has entered into any contracts or arrangements with related parties. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(2) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure “A".

18. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

i. a) Composition of Board;

Name of Directors

Designation

Category

No. of Board Meeting held during the year

No. of Board Meeting attended

Mr. Ashish M. Shah

Chairman & Managing Director

Executive

director

9

9

Mr. Dhwanil Saumilbhai

Bhavnagari

(w.e.f. 26/09/2017)

Director

Non executive director

9

5

Mr. Hemal S. Shah

Director

Independent

9

9

Mr. Sandeep N. Gandhi

Director

Independent

9

9

Mrs. Kosha M. Shah

Director

Independent

9

9

Mr. Bhavin S. Shah (upto 12/12/2017)

Director

Non-executive

director

9

3

b) Cessations:

During the year Mr. Bhavin S. Shah (DIN: 02216130) resigned from the post of Director of the Company w.e.f. 12th December 2017.

Mr. MAUNISHKUMAR S. GANDHI, resigned from the post of company secretary of the company. w.e.f. 23 rd April, 2018.

c) Appointments during the year:

During the year Mr. Dhwanil Saumilbhai Bhavnagari (DIN: 07841269) was appointed as Director of the company w.e.f. 26th September, 2017.

ii. RETIREMENT BY ROTATION

I n accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Dhwanil Saumilbhai Bhavnagari (DIN: 07841269) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iii. KEY MANAGERIAL PERSONNEL

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

1. Mr. Ashish Mahendrabhai Shah, Chairman & Managing Director

2. Mr. Rameshbhai Harilal Shah, Chief Financial Officer

3. Mr. Devang K. Prajapati, Company Secretary (w.e.f. 11/08/2018)

iv. NUMBER OF BOARD MEETINGS

During the year under review, the Board duly met Nine (9) times on 26/05/2017, 10/07/2017, 17/07/2017, 10/08/2017, 09/10/2017, 11/11/2017, 12/12/2017, 09/01/2018, and 10/02/2018 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

v. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member''s contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

vi. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING :

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in the opinion of the Board, the Independent directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

19. DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a) in the preparation of the annual financial statements for the year ended on 31st March, 2018, applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

b) such accounting policies have been selected and applied consistently and judgments and estimates made 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, 2018 and of the profit of the company for the year ended on that date,

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

d) The annual financial statements are prepared on a going concern basis.

e) proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

f) The systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The Members of the Committee are:-:

Sr.

No.

Name of the Member

Designation

Category

Number of meeting held

Number of meeting attended

1.

Mr Hemal S. Shah

Chairman

Independent

Director

4

4

2.

Mr. Sandip N. Gandhi

Member

Independent

Director

4

4

4.

Mr. Ashish Mahendrabhai Shah

Member

Executive Director

4

4

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31st March 2018, the Audit Committee met (4) Four times on 26/05/2017, 10/08/2017, 11/11/2017, and 10/02/2018.

21. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.padmanabhindustries.com

22. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

As on the date of this report, the Committee comprises of the following members:

Sr.

No.

Name of the Member

Designation

Category

Number of meeting held

Number of meeting attended

1.

Mr Hemal S. Shah

Chairman

Independent

Director

1

1

2.

Mr. Sandip N. Gandhi

Member

Independent

Director

1

1

4.

Mrs. Kosha M. Shah

Member

Independent

Director

1

1

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the Company.

Meetings of Nomination and Remuneration Committee:

During the year, one meeting of the Committee was held on 26/09/2017

23. Postal Ballot

During the year, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company passed the following resolution through postal ballot as per the details below

Date of Postal ballot Notice : 09/10/2017

Date of declaration of result : 13/11/2017

Voting period : 13/10/2017 to 11/11/2017

Date of approval : 11/11/2017

Name of resolution

Type of

No. of votes

Votes cast in favour

Votes cast against

resolution

polled

No. of votes

%

No. of votes

%

To Alter the object clause of Memorandum of Association of the company

Special

1349535

1349535

100

0

0

Adoption of new Memorandum of Association of the Company

Special

1349535

1349535

100

0

0

24. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Sr. No.

Name of the Member

Designation

Category

1.

Mr Hemal S. Shah

Chairman

Independent Director

2.

Mr. Ashish M. Shah

Member

Non-Promoter Executive

Details of Investor''s grievances/ Complaints:

All investor complaints received during the year were resolved. The pending complaints of the Shareholders/ Investors registered with SEBI at the end of the current financial year ended on 31st March, 2018 are 5 (five). As on the date of this report, there are 1 (one) pending complaint.

Compliance Officer:

The Compliance officer of the Company is Mr. Devang K. Prajapati (w.e.f. 11/08/2018)

Meetings of the Committee

The Committee duly met One (1) time 31st October, 2017.

25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has placed an adequate Internal Financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company''s internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

27. AUDITORS

i. STATUTORY AUDITORS

M/s. Nitin K. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, were appointed at the 22nd Annual General Meeting held on 30th August 2016 to hold office from the conclusion of Twenty second (22nd) Annual General Meeting (AGM) till the conclusion of 27th Annual General Meeting to be held in the year 2021 (subject to ratification of their appointment at every AGM).

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Nitin K. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.

ii. SECRETARIAL AUDITOR

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, our Company needs to obtain Secretarial Audit Report from Practicing Company Secretary and therefore, M/s Vishwas Sharma & Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the period ended on 31st March 2018.

Secretarial Audit Report issued by M/s Vishwas Sharma & Associates, Company Secretaries in Form MR-3, attached and marked as "Annexure B", for the period under review forms part of this report. The said report does not contain observation or qualification.

iii. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

28. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure “C" and is attached to this Report.

29. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the Report as no remuneration is paid to any of the directors of the company nor any employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs.25 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs.10 crores and Net worth exceeding Rs. 25 crores , the Corporate Governance Report is not applicable and therefore not provided by the Board.

31. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure to this report.

32. FINANCIAL CALENDAR

The Company expects to announce the unaudited/audited quarterly results for the year 2018-19 as per the following schedule:

First quarter : 2nd week of August, 2018

Half-yearly results : 2nd week of November, 2018

Third quarter : 2nd Week of February, 2019

Yearly Results : By end of May, 2019

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Sd/-

Ashish M. Shah

Date : 11/08/2018 Chairman cum Managing Director

Place : Ahmedabad (DIN: 03129204)


Mar 31, 2013

The Directors take pleasure in presenting herewith Annual Report and Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

(Amt. in Rs.)

Year ended Year ended March 31, 2013 March 31, 2012

Profit/ (Loss) before Interest and Taxation ( 2,11,410) (6,86,392)

Net Profit / (Loss) before Taxation (2,11,410) (6,86,392)

Provision for Taxation NIL 1,53,880

Profit/(Loss) For the year (2,11,410) (8,40,272)

Balance brought forward from previous year (9,33,780) (93,508)

Balance carried to balance sheet (11,45,190) (9,33,780)

Review of Performance

During the year company has not carried out any business activities.

Dividend

The Directors, regret their inability to recommend any dividend for the year, due to accumulated losses.

Public Deposits

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Subsidiary Companies

There are no any subsidiary Companies.

Stock Options

As required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are not applicable to the Company during the year.

Personnel

The relations between employees and the management during the year have been cordial. The Directors wish to thank all the employees for their continued support and co-operation during the year under review.

Listing

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), and Ahmedabad Stock Exchange (ASE).

Directors Responsibility Statement

In Compliance of Section 217(2AA) of the Companies Amendment Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Companies confirm:

1. That the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures.

2. That such accounting policies have been selected are applied consistently judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2013.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the annual accounts have been prepared on going concern basis.

Directors

At the forthcoming Annual General Meeting, Mr. Bhadresh B. Parikh will retire by rotation pursuant to provisions of the Articles of Association of the Company. Being eligible, he offers him-self for reappointment.

Corporate Governance & Management Discussion & Analysis

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

Audit Committee

The company''s present Board of Directors is properly constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement.

Particulars of the employees

Company has no employee who were in receipt of the remuneration of Rs. 60,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

Risk Assessment and Management

The Company has a well defined risk management system in place as a part of good Corporate Governance practices. All the risks are identified at various levels with suitable mitigation measures and are subjected to a quarterly review by the Audit Committee. The Company assigned the key risks to various risk owners responsible for mitigation plans and review of these risks from time to time.

There are act equate internal systems, control and Checks in place commensurate with the size of the Company and nature of its business. The management exercises financial control through a well defined budget monitoring process and other standard operating procedures.

Auditors

M/s. Vishves A. Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their re-appointment as auditors of the company for the period from the conclusion of this Annual General Meeting up to the date of the next Annual General Meeting.

Auditors Reports

The observations of the Auditors in their Report and Notes Attached to the Accounts are Self- Explanatory and do not require any Further Clarifications.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.

For and on behalf of the Board

Bhaviny Shah Chairman

Activity


Mar 31, 2012

The Directors take pleasure in presenting herewith Annual Report and Audited Accounts for the year ended on 31st March. 2012.

FINANCIAL RESULTS:

(Amt. in Rs.) Year ended Year ended March 31, 3013 March 31, 2011

Profit/ (LOSS) before Interest and taxation (6,86,392) 4,48,462

Net Profit ((Loss) before Taxation (6,86,392) 4,48,462

Provision for Taxation 1,53,880 Nil

Profit/ (Loss) For the year (8,40,272) 4,48,462

Balance brought forward from previous year (93,508) (5,41,970)

Balance carried to balance sheet (9,33,780) (93,508)

Review of Performance

During the year company has achieved turnover of Rs. 31.33 Lacs. Company has incurred loss of Rs. 8.40 Lacs during the year.

Dividend

The Directors, regret their inability to recommend any dividend for the year, due to accumulated losses.

Public Deposits

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Subsidiary Companies

There are no any subsidiary Companies.

Stock Options

As required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are not applicable to the Company during the year.

Personnel

The relations between employees and the management during the year have been cordial. The Directors wish to thank all the employees for their continued support and co-operation during the year under review.

Listing

Equity Shores of the company are listed on the Bombay Stock Exchange Limited (BSE), and Ahmedabad Stock Exchange (ASE). Suspension in Trading of equity shares of the company on Bombay Stock Exchange Limited has been revoked and trading in equity shares has been started on the Bombay Stock Exchange Limited w,e.f, 26.09.2011.

Directors Responsibility Statement

In Compliance of Section 217(2AA) of the Companies Amendment Act 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Companies confirm:

1. That the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures,

2. That such accounting policies have been selected are applied consistently judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2012.

3. That proper and sufficient care has been token for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the annual accounts have been prepared on going concern basis.

Directors

At the forthcoming Annual General Meeting, Mr. Uday R. Shah will retire by rotation pursuant to Article 145 of the Articles of Association of the Company. Being eligible, he offers him-self for reappointment.

Corporate Governance & Management Discussion & Analysis

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report,

Audit Committee

The company's present Board of Directors Is property constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance, The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement.

Particulars of the employees

Company has no employee who were in receipt of the remuneration of Rs. 60,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 5.00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, Hence the information required under S-2T7(2A) of the Companies Act 1956 being not applicable are not given in this report.

Risk Assessment and Management

The Company has a well defined risk management system in place as a part of good Corporate Governance practices. All the risks are identified at various levels with suitable mitigation measures and are subjected to a quarterly review by the Audit Committee. The Company assigned the key risks to various risk owners responsible for mitigation plans and review of these risks from time to time.

There are adequate internal systems, control and Checks in place commensurate with the size of the Company and nature of business. The management exercises financial control through a well defined budget monitoring process and other standard operating procedures.

Conservation of energy, Technology absorption. Research & Development and Foreign exchange earnings and out go

The Additional information required under Section 2l7[l)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption, research & development are not applicable to the Company, as the company is not engaged in the manufacturing activities. The Company has no any Foreign exchange earnings or outgoes during the financial year.

Secretarial Compliance Report

In compliance of the provision of section 383 A of the companies Act, 1956 the board is pleased to enclose the secretaries compliance report of M/s Shah & Santoki Associates, Company secretaries for the year 2011 -2012 as part of this Directors report.

Auditors

M/s. Vishves A, Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their re-appointment as auditors of the company for the period from the conclusion of this Annual General Meeting up to the date of the next Annual General Meeting.

Auditors Reports

The observations of the Auditors in their Report and Notes Attached to the Accounts are Self- Explanatory and do not require any Further Clarifications.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.



For and on behalf of the Board

Ahmedabad Bhavin S.Shah

August 14, 2012 Chairman


Mar 31, 2010

The Members

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the period ended on 31st March, 2010.

FINANCIAL RESULTS :

Particulars 2009-10 2008-09

1. Total Income - -

2. Total Expenditure (75775) (137460)

3. Profit/ Loss before Tax (75775) (137460)

DIVIDEND :

Your Directors do not recommend the dividend for the financial year ended 31.03.2010.

DIRECTORS :

Mr. Bhadresh Parikh, Director of the company is retiring by rotation and being eligible, offer himself for reappointment. Board recommends his reappointment.

All other Directors continue to hold their Directorships.

FIXED DEPOSITS :

The Company has not accepted any deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 and Rules made there under.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

AUDITORS :

Vishwesh A. Shah, Auditors of the Company retire at this Annual General Meeting and being eligible , are recommended for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had 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 State of Affairs of the Company at the end of the financial year and of the Profit of Loss of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

SECRETARIAL COMPLIANCE REPORT :

In compliance of the provision of section 383 A of the companies Act, 1956 the board is pleased to enclose the secretaries compliance report of M/s Shah & Santoki Associates, Company secretaries for the year 2009-2010 as part of this Directors report.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

LISTING :

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE) as well as Ahmedabad Stock Exchange (ASE). However the trading in the shares of the company is suspended.

PARTICULARS OF THE EMPLOYEES :

The company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 apply and so, forming part of the report is nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption are not applicable to the Company. The Company has no any Foreign exchange earnings or outgoes.

ACKNOWLEDGMENT :

Your Director wish to thanks the Shareholders of the Company for their continued support.

BY ORDER OF THE BOARD OF DIRECTORS (CHAIRMAN)

DATE : 01.09.2010 PLACE : AHMEDABAD

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