The Directors have pleasure in presenting their Annual Report together
with the Audited Annual Accounts of the Company for the year ended 31st
During the year under review, the Company has incurred loss of Rs.
2,25,541/- (Previous Year profit of Rs. 1,14,638/-). During the
Financial Year 2011-12, the Company has paid reinstatement fees to
Bombay Stock Exchange Ltd. and hence Incurred the Loss. The Company got
relisted on Bombay Stock Exchange w.e.f. 22/12/2011.
Profit/(Loss) before tax (2,25,541) 1,14,638
Less: Provision for Taxation - 38,000
Profit after tax (2,25,541) 76,638
Add : Balance brought forward 19,84,096 19,06,704
Add: Excess / (Short)
Provision of Income tax - 754
Balance c/d to Balance Sheet 17,58,555 19,84,096
Your Directors do not recommend any dividend for the year under review.
Mr. Prashant Vaidya, Director of the Company retires by rotation at the
ensuing Annual General Meeting, and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting.
Mr. Achyuthan Nair resigned from the Directorship of the Company with
effect from 16th April, 2012. The Board has placed on record its
appreciation of the valuable services rendered by him during his tenure
as a Director of the Company.
Mr. Pradeep Nair was appointed as an Additional Director of the Company
with effect from 16th April, 2012 and holds office upto the date of the
ensuing Annual General Meeting of the Company. In terms of Section 257
of the Companies Act, 1956, the Company has received a notice in
writing alongwith requisite deposit amount from a member signifying his
intention to propose Mr. Pradeep Nair as a candidate for the office of
DIRECTORS'' RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Directors subscribe to the Directors'' Responsibility Statement and
confirm as under:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
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 at the end of the aforesaid
financial year and of the Loss of the Company for that period;
3. that the directors have 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
4. that the directors have prepared the annual accounts on a going
INFORMATION REQUIRED AS PER LISTING AGREEMENT :
1. The shares of the Company are listed at The Stock Exchange, Phiroz
Jeezeebhoy Towers, Dalai Street, Mumbai - 400001 and the annual listing
fees for the year 2012-13 has already been paid on 21st April, 2012.
2. Clause 49 of the Listing Agreement regarding Corporate Governance
Is not applicable to the Company.
M/s. S. Jain Bohra & Company, Chartered Accountants, the Auditors of
the Company, retire at the conclusion of the ensuing Annual General
Meeting and being eligible, have offered themselves for re-
appointment. They have further confirmed that the said appointment if
made, would be in conformity with the provisions of Section 224(1B) of
the Companies Act 1956.
The observations made in the Auditors'' Report are self-explanatory and
therefore do not call for any further comments.
The Company has neither invited nor accepted any fixed deposit from the
public or from its shareholders during the year under review.
INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:
The Company has not any remuneration attracting the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Since the Company did not carry on any manufacturing activity, the
requirements of Section 217(1)(e) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 regarding conservation of energy and technology
absorption are not applicable. There were no foreign exchange earnings
and outgo during the year under review.
FOR & ON BEHALF OF THE BOARD OF DIRECTORS
PLACE : MUMBAI
DATE : 23/07/2012