To the Members,
The Directors have pleasure in presenting the 16th Annual Report along
with the Audited Annual Accounts for the year ended 31st March 2011.
FINANCIAL RESULTS: (Rs. In Laces}
Year ended Year ended
Particulars 31/03/2011 31/03/2010
Income / Turnover 13872.01 6558.75
Total Expenditure (excluding Depreciation) 13846.45 6534.78
Profit/ Loss before Interest, Depreciation
& tax 25.56 23.96
Interest and other finance charges 0.36 0.46
Depreciation 3.00 2.77
Profit/CLoss) before tax 22.20 20.73
Provision for taxation/Deferred tax 6.82 5.92
Profit/Loss after tax 15.38 14.81
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion & Analysis Report, as required under the Listing
agreement with the Stock Exchanges is enclosed at Annexure W.
CHANGE IN REGISTERED OFFICE ADDRESS:
The registered office of the company has been changed from B-3, 204,
Saket Complex, Thane (West) Mumbai to C-ll, Rinka Park, Geeta Nagar,
Bhayandar (West), Thane, Mumbai with effect from 15th day of January
2011.
CHANGE IN THE CAPITAL STRUCTURE OF THE COMPNAY:
During the period under the review, the Company has allotted 1,080,000
equity shares on preferential basis after taking the approval of
Members in Extraordinary General Meeting held on 25th day of March,
2011.
Company has already received the In Principal approval and has applied
for Listing and Trading approval.
DIVIDEND:
In view of requirement of funds for expansion of the business
activities, your Directors regret their inability to recommend any
dividend for the year under review.
PUBLIC DEPOSITS:
During the year under review the company has neither accepted nor
invited any public deposits within the meaning of section 58A of the
Companies Act, 1956 read with the Companies (Acceptance of Deposits)
Rules, 1975. Also there are no outstanding public deposits at the end
of the year.
DIRECTORS:
Mr. Anurag Innani retires by rotation at the ensuing Annual General
Meeting and showed his unwilling- ness for re-appointment as Director
of the Company.
Mr. Sashant Nyati has resigned from the Directorship of the Company
w.e.f. 28th June, 2011. The Board expresses its gratitude to the
outgoing director for his services to the company during his tenure.
Mr. Siddharth Maheshwari was appointed as an additional Director with
effect from June 28, 2011. He holds office of the Director upto the
date of the ensuing Annual General Meeting. The Board of Directors
proposes to appoint Mr. Mohan Jhawar as the Managing Director of the
Company w.e.f 1st October, 2011 and seeks the approval of members in
the forthcoming Annual General Meeting.
Information on the details of directors seeking appointment /
re-appointment as required under Clause 49 of the Listing Agreement has
been given under the Notice to Shareholders under the head ''Addi-
tional Information''. AUDITOR''S & AUDIT REPORT:
The statutory auditors of the company, M/s. Mahesh C. Solanki & Co.,
Chartered Accountants hold office until the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment. The Company
has received a certificate from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such appointment / reappointment within the meaning of
Section 226 of the said Act.
The Notes on Accounts referred to in the Auditors'' Report are self
explanatory and therefore do not call for any further comments.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In compliance with the provisions of Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors hereby confirm that -
i) In the preparation of the annual accounts for financial year ended
31st March, 2011 the appli- cable accounting standards have been
followed along with the proper explanation relating to material
departures, if any.
ii) 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 true and fair view of the state of affairs of
the company as at the end of the financial year and the profit of the
Company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate account- ing 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) The Directors have prepared the annual accounts for the year ended
31st March 2011 on a going concern basis. GREEN INITIATIVE:
The Ministry of Corporate Affairs has taken the Green initiative in
Corporate Governance by allowing paperless compliances by Companies
through electronic mode.
The Company supports the Green initiative and has accordingly decided
to send all communications to its shareholders to their respective
registered e-mail addresses.
Hence, the Company appeals to its shareholders to register their e-mail
addresses with the RTA of the Company and become a part of the
initiative and contribute towards a Greener environment.
CORPORATE GOVERNANCE:
As per the requirement of the Listing agreement with stock exchange,
your Directors reaffirm their commitment to these standards. A report
on Corporate Governance along with a certificate from the Statutory
Auditors of the Company form part of this report.
LISTING AT STOCK EXCHANGES:
The equity shares of the company continue to be listed at Bombay Stock
Exchange Ltd. (BSE) and Delhi Stock Exchange Association Ltd., Delhi.
The Company has paid the annual Listing fee for the financial year
2011-12 to Bombay Stock Exchange Ltd. and the Delhi Stock Exchange
Association Ltd.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars relating to conservation of energy and technology
absorption as stipulated in the Compa- nies (Disclosure of Particulars
in the. Report of the Board of Directors) Rules, 1988 are not
applicable to the company.
There was no foreign exchange earnings and outgo during the year under
review.
PARTICULARS OF EMPLOYEES:
During the period under review, there were there were no employee
during the period drawing remuneration attracting the provisions of
section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
AUDIT COMMITTEE:
As per the provisions of the Companies Act, 1956 and Listing Agreement
with the Stock Exchanges, the Audit Committee comprised of two
Independent Directors viz. Mr. Sashant Nyati and Mr. Naval Saraf and
third one Mr. Mohan Jhawar being promoter non-executive Director. Mr.
Sashant Nyati was the Chairman of the Committee. On resignation of Mr.
Sashant Nyati from the Directorship of the Company with effect from
28th June, 2011, the Board has reconstituted the Audit Committee
thereby appoint- ing Mr. Siddharth Mahe^hwari as the member and
Chairman of the Committee in the vacancy caused by the resignation of
Mr. Sashant Nyati. Mr. Sashant Nyati, Chairman of the Audit Committee
was present at the Fifteenth Annual General Meeting.
ACKNOWLEDGEMENT:
Your Directors acknowledges their sincere appreciation for the support
extended by the statutory authorities, banks, stock exchanges,
advisors, Clients, Customers, shareholders and staff of the Com- pany
for the valuable assistance, support and co-operation extended to the
Company and continuous support and faith reposed in the Company.
For and on behalf of the Board
Sd/- Sd/-
Place: Thane Mohan Jhawar Alka Soni
Date: 30/08/2011 (Director) (Director)
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