The directors take pleasure in presenting the twenty-fourth annual
report on the business and operations of the Company together with
audited financial statements and accounts for the year ended March 31,
2009.
FINANCIAL PERFORMANCE
Your Company earned gross income of Rs. 245 thousand during the year.
Loss before finance expenses, depreciation and tax is Rs. 566 thousand.
Loss before tax for the year is Rs. 601 thousand.
DIVIDEND
The Board of directors do not recommend any dividend for the financial
year 2008-2009.
SHARE CAPITAL
There has been no change in the share capital of the Company since the
last Directors Report and the issued and paid-up share capital of the
Company stands at 21,770,036 equity shares of Rs. 10/- each aggregating
to Rs. 217,700,360.
APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENT
The Company has appointed Karvy Computershare Private Limited, having
its office at 17-24, Vittal Rao Nagar, Madhapur, Hyderabad 500 081,
Andhra Pradesh as its Registrar and Share Transfer Agent.
FIXED DEPOSITS
The Company has not accepted any fixed deposits and, as such, no amount
of principal or interest was outstanding as of the balance sheet date
and is therefore not required to furnish information in respect of
outstanding deposits under Non Banking Non Financial Companies (Reserve
Bank) Directions, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975.
AUDITORS REPORT
The Board has duly considered the Auditors Report to Accounts, and
clarification wherever necessary, is contained in the Notes to Accounts
section forming part of the annual accounts.
AUDITORS
The Statutory Auditors of the Company, M/s. S. R. Batliboi &
Associates, Chartered Accountants, Gurgaon, retire at the conclusion of
the ensuing annual general meeting of the Company and have confirmed
their willingness and eligibility for re-appointment and have also
confirmed that their re-appointment, if made, will be within the limits
under Section 224(1B) of the Companies Act, 1956.
DIRECTORS
Ms. Chua Sock Koong and Mr. Paul OSullivan are due to retire by
rotation at the twenty-fourth annual general meeting and being
eligible, have offered themselves for re-appointment. Both Ms. Chua
Sock Koong and Mr. Paul OSullivan have also given a confirmation to
the Company that they are, otherwise, not disqualified to be appointed
as director, in terms of section 274(l)(g) of the Companies Act, 1956.
The Board recommends their re-appointment.
Since, last Directors Report, Mr. Francis Heng has resigned from the
Board w.e.f September 17, 2008 and Mr. Devendra Khanna has resigned
from the position of director and managing director of the Company
w.e.f July 22, 2009. Mr. Quah Kung Yang and Mr. Manik Jhangiani have
been appointed as additional directors of the Company. Mr. Manik
Jhangiani has also been appointed as managing director of the Company
w.e.f July 22, 2009. The Board places on record its sincere
appreciation for the services rendered by Mr. Devendra Khanna and Mr.
Francis Heng during their tenure on the Board.
In terms of provision of section 260 of the Companies Act, 1956, Mr.
Quah Kung Yang and Mr. Manik Jhangiani will be holding office till the
ensuing annual general meeting of the Company. The Company has received
notices from member under section 257 of the Companies Act, 1956
proposing the appointment of Mr. Quah Kung Yang and Mr. Manik Jhangiani
as directors. The Board recommends the appointment of Mr. Quah Kung
Yang and Mr. Manik Jhangiani as proposed in the resolutions set out in
the notice of annual general meeting.
In terms of provisions of Section 292A of the Companies Act, 1956, the
Company has a committee of the Board known as Audit Committee
consisting of following directors of the Company:
> Mr Rajan Bharti Mittal - (Chairman)
> Mr Akhil Gupta
> Mr. Quah Kung Yang
The Committee has duly complied with all the mandatory requirements as
prescribed under section 292A of the Companies Act, 1956.
STATUTORY STATEMENTS
Your Company does not carry any manufacturing activity and accordingly
the provisions to furnish information as per section 217(I)(e) of the
Companies Act, 1956 relating to Conservation of Energy, Research and
Development and Technology Absorption are not applicable.
During the year under review, there were nil Foreign Exchange Earnings
and Outgo.
PARTICULARS OF EMPLOYEES
There are no employees during the year under review whose particulars
are to be provided in terms of Section 217(2A) of the Companies Act,
1956 read with Companies (Particular of Employees) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors
to the best of their knowledge and belief confirm:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. That 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 for the financial year ended March 31, 2009
and of the Profit and Loss Account of the Company for that period;
3. That the directors had taken proper and sufficient care for
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 on a going
concern basis.
ACKNOWLEDGEMENT
Your directors express their gratitude for the co-operation and support
received from all the shareholders of the Company, various agencies /
departments of the Government of India, respective State Governments,
Companys Bankers and Financial Institutions.
The directors wish to place on record their sincere appreciation for
the valuable contribution, unstinted efforts and the spirit of
dedication shown by the employees of the Company at all levels.
On behalf of the Board
Place: New Delhi Sunil Bharti Mittal
Dated: July 22, 2009 Chairman |