The Directors have pleasure in presenting their 19th Report and audited
accounts for the financial year ended on March 31,2012.
(Rs. in Lacs)
PARTICULARS 2011-12 2010-11
Total Income 29.88 65.16
Profit/(Loss) before (2.71) 10.39
Depreciation & Provisions
Depreciation 0.17 0.10
Provisions for Doubtful
Debts & Diminution in 13.68 73.40
value of Investment
Tax Expenses/FBT 0.00 0.00
NetProfit/(Loss) (16.56) (63.11)
During the year under review, the Company earned total income of Rs.
29.88 Lacs as compared to Rs. 65.16 Lacs during the year 2010-11.
However, the Net Loss for the year under review was Rs. 16.56 Lacs as
compared to a loss of Rs. 63.11 Lacs during the year 2010-11.
In view of the loss in the current financial year, the Board regrets
its inability to recommend any dividend for the year under review.
During the year, no amount was transferred to reserves.
The Auditors of the Company M/s Kalani &
Company, Chartered Accountants, Jaipur, retire at the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The auditors have furnished a certificate to the effect
that the proposed re-appointment, if made, will be in accordance with
sub-section (IB) of Section 224 of the Companies Act, 1956.
During the year, Board appointed Mr. Sultan Singh, Cost Accountant to
furnish certificate under Rule 2 of The Companies (Cost Accounting
Records) Rules, 2011. The Board has obtained the Compliance certificate
for the year ended March 31, 2012 and will file the same once the form
has been notified by the Ministry of Company Affairs
Observations of auditor are self explanatory and do not require any
further to be commented by directors in this report.
As per provisions of Articles of Association, Shri Rajendra Prasad Daga
retires by rotation and being eligible, offers himself for
Also, Shri Amit Mahipal Gupta has resigned from the post of Managing
Director w.e.f. May 11,2012. However, he still continues to be
associated with the Company as a Director.
PARTICULARS OF EMPLOYEES
During the year under review, there were no employees drawing
remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more.
Hence there is no information to be provided in accordance with the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of employees) Rules, 1975.
The Company does not have any subsidiary Company.
A report on Corporate Governance along with a certificate from the
Practicing Company Secretary regarding compliance of conditions of
Corporate Governance is annexed and forms part of this annual report.
As on date, the company has complied with all provisions pertaining to
Clause 49 of the Listing Agreement with the Stock Exchanges in this
MANAGEMENT DISCUSSION & ANALYSIS
The report on Management Discussion & Analysis as required under the
Listing Agreement with the Stock Exchanges is annexed and forms part of
the Directors'' Report.
Pursuant to proviso to Section 383A of the Companies Act, 1956, a
Company having paid up share capital of Rs. 10 Lacs and above but upto
Rs. 500 Lacs is required to obtain Compliance Certificate from Company
The Compliance certificate obtained from the Company Secretary is
annexed and forms part of the Directors'' Report.
During the year under review, your Company has not accepted any
deposits from public in terms of Section 58 A of the Companies Act,
1956 read with Companies (Acceptance of Deposits) Rules, 1975.
DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE AND DELHI STOCK EXCHANGE
Your directors recommended the voluntary delisting of shares from
Jaipur Stock Exchange Limited and Delhi Stock Exchange as these Stock
Exchanges looses their relevance in the recent past as the transaction
in securities are done online and in dematerialized form.
The Special Resolution for delisting was passed in last AGM but the
same could not be carried out.
REVOCATION OF SUSPENSION OF TRADING IN SHARES AT BOMBAY STOCK EXCHANGE
During the year under review, the Company has complied with the
provisions of Listing Agreement to the satisfaction of Bombay Stock
Exchange Limited and it has revoked the suspension of trading in shares
of Company w.e.f. November 16, 2011.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2 A A) of the Companies Act, 1956, the
Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting have been followed along with proper explanation relating to
2. 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
your company at the end of the financial year and of the profit of your
company for that period;
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for preventing and detecting fraud and other
4. The Directors have prepared the annual accounts on a going concern
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars required under Section 217(l)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure-I to this
Your Directors place on record their appreciation for the co-operation
extended by the Government authorities, Bankers, Suppliers, Customers
and other business associates and are grateful for their assistance,
guidance and support. Your Directors are also grateful to the
employees, shareholders and general public for their support and
confidence reposed in the management.
For and on behalf of the Board of Directors
PLACE: JAIPUR (AMIT MAHIPAL GUPTA) (ANUBHA GUPTA)
DATE : 14.08.2012 Director Whole-time