The Directors take pleasure in presenting the 29th Annual Report and
the audited accounts of the Company for the year ended 31st March 2011.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March
2011 is summarised below:
(Rs. in Lacs)
Particulars 2010 - 11 2009 - 10
Sales and Other Income 856.21 45.12
Profit before Depreciation and Tax 62.71 5.28
Depreciation 0.25 0.37
Profit before Tax 62.46 4.91
Provision for Tax 17.02 0.62
Provision for Deferred Tax (0.20) (0.12)
Prior Year Tax Adjustment (0.96) 0.02
Profit After Tax 46.60 4.39
Add: Profit brought forward from
previous year 73.31 68.92
Balance Carried to Balance Sheet 119.91 73.31
RESULTS OF OPERATIONS
Total revenue of the Company for the financial year is Rs.8,56,21,436
as compare to Rs.45,11,824 in the corresponding previous year and the
Company has achieved a net profit of Rs. 46,59,912 as compared to Rs.
4,38,675 in the corresponding previous year.
DIVIDEND
In order to conserve the reserves to meet the needs of increased
operation of the Company, the Board of Directors has decided not to
declare dividend for the year.
CHANGES IN THE CAPITAL STRUCTURE
During the year, the Authorised Capital of Company was increased from
Rs.1,00,00,000 to Rs.10,00,00,000 divided into 1,00,00,000 Equity
Shares of Rs.10 each.
PREFERENTIAL ISSUE:
The Company with a view to raise funds for meeting increased needs of
funds to pursue and expand its business activities had issued 77,75,000
Equity Shares of Rs.10/- each to investors. Consequent to the allotment
of 77,75,000 Equity Shares in the Preferential Issue as above, the
paid-up capital of Company has increased from Rs.40,00,000 to
Rs.8,17,50,000 divided into 81,75,000 Equity Shares of Rs.10 each.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits from the public and is
therefore not required to furnish information in respect of outstanding
deposits under Non-Banking Financial Companies (Reserve bank)
Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.
BOARD OF DIRECTORS AND CHANGE IN MANAGEMENT
i). Change in Management and Control:
During the year Mr. Sanjay Kumar Minda acquired management and control
of Company from the existing Promoters of the Company and become the
Promoter of the Company vide Shareholders resolution passed through
Postal Ballot under Section 192A of the Companies Act, 1956 on 8th
March 2011.
ii). Composition of Board of Directors:
The Board comprises of five Directors, of which three are Independent
Directors. During the year Mr. Pratik Jain is appointed as Managing
Director of the Company.
iii). Changes during the year:
During the year Mrs. Namrata Kabra, Mrs. Bhavan Lahoti, Mrs. Geeta
Kabra, Mr. Janardhan Vadyarapu and Mr. Narendra Harlalka resigned as
Director of the Company. The Board placed on record the valuable
contribution made by them during their tenure with the Company.
During the year, Mr. Sanjay Minda, was appointed as an Additional
Director and Chairman of the Company with effect from 21st January
2011. The Company has received notice in writing from a member
proposing the candidature of Mr. Sanjay Minda for the office of
Director.
The Board of Directors had appointed Mr. Pramod Bhelose, Mr. Shreyans
Jain and Mr. Vinod Jain as Additional Director on the Board of Company.
The Company has received notices in writing from a member proposing the
candidature of them for the office of Director.
CORPORATE GOVERNANCE
The Company has adopted to follow the requirements of Corporate
Governance as stipulated under clause 49 of the Equity Listing
Agreement of Stock Exchange and accordingly, the Report on Corporate
Governance forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company M/s. Gupta
Saharia & Co., regarding compliance with the conditions of Corporate
Governance as stipulated in Clause 49 is annexed to this Report.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors’ Responsibility Statement, it is
hereby confirmed:
1. that in preparation of the annual accounts, 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 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
profit 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
provisions 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 annual accounts for the year
under review, on a ‘going concern’ basis.
AUDITORS
During the year M/s. Sandeep Rathi & Associates, Chartered Accountant,
Mumbai resigned and M/s. Gupta Saharia & Co., Chartered Accountants,
Mumbai, was appointed by the sharesholders as Statutory Auditors of the
Company. M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai, will
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for reappointment.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:
Considering the nature of the Business of your Company there are no
particulars which are furnished in this report relating to conservation
of energy and technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earnings and outgo of the Company for year under
review amounted to Rs. Nil.
PARTICULARS OF EMPLOYEES
There are no employees whose details are required to be given
information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 (the Act), read with the Companies (Particulars of
Employees) Rules, 1975.
ACKNOWLEDGEMENTS
The Directors thank the Company’s customers, vendors, investors,
business associates and bankers for the support to the Company.
The Directors also thank the Government, Statutory and Regulatory
authorities.
The Directors appreciate and value the contributions made by every
employee of the Company.
For and on behalf of the Board of Directors
Sanjay Minda
Chairman
Place: Mumbai
Date : 28.05.2011
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