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Prraneta Industries Directors Report, Prraneta Ind Reports by Directors
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Prraneta Industries
BSE: 531611|ISIN: INE063D01022|SECTOR: Miscellaneous
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« Mar 08
Directors Report Year End : Mar '11
The directors take pleasure in presenting the Seventeenth Annual
 report together with the Audited Accounts of Your Company for the Year
 ended 31st March, 2011.
 
 Financial Results                                        (Rs. in lacs)
 
 Particulars                       Current Year         Previous Year
                                  (31st March, 2011)  (31st March, 2010)
 
 Sales/Business Income                    26455.63              5327.76
 
 Other Income                                99.79                38.96
 
 Total Income                             26555.41              5366.72
 
 Profit before Depreciation & Tax         26368.92               176.96
 
 Less: Depreciation                           5.16                 4.84
 
 Provision for Tax                           64.10                53.62
 
 Profit after Depreciation & Tax            128.38               118.92
 
 2 Operations and Future Outlook
 
 Your Company has given an encouraging performance in the year under
 review. The Top line has grown by nearly four times. As it can be seen
 that the Trading Division contributed nearly Seventy One percent of the
 operating revenues and the Infrastructure Division contributed twenty
 nine percent of the Operating Revenues.
 
 During the year under review, there has been extreme volatility in the
 input prices and it has been a gruelling task to maintain profitability
 in these taxing times. Your Management, while dealing with this back
 breaking phase, found it apt to shorten the trade cycle and book
 profits at every appropriate level in order to reduce the risk of
 capricious price movements.
 
 While the risk averse approach has resulted in lower profitability it
 has helped your company to remain afloat in this turmoil.
 
 It is heartening to see the handsome growth in revenues in all the
 operating segments and your company is hopeful to attain higher margins
 once there is stability in the input prices.
 
 Your Company also proposes to start the Investment Division to leverage
 our expertise in this field and is hopeful that it would add great
 value to the Shareholders Wealth. The resolution, along with the
 necessary explanatory statement, for starting the Investment Business
 is proposed in the Notice of this Annual General Meeting and the said
 notice forms the part of this Annual Report.
 
 We recommend the members in favour of this resolution.
 
 RBI Guidelines
 
 Your Company is registered with the Reserve Bank of India, as a
 non-deposit accepting NBFC (NBFC- ND) under section 45-IA of the RBI
 Act, 1934. As per the Non-Banking Finance Companies RBI Directions,
 1998, the Directors hereby report that the Company did not accept any
 public deposits during the year and did not have any public deposits
 outstanding at the end of the year.
 
 3 Dividend
 
 As your company is planning to lay a strong foundation in the new
 horizons of business it is deemed appropriate to conserve the existing
 resources and utilize them at the required time.
 
 Thus, the Board has not recommended any dividend for this year.
 
 4 Directors
 
 In accordance with the provisions of the Companies Act, 1956 of the
 Company, Mr. Jils Madan and Mrs. Jyoti Munver retire by rotation and
 being eligible for re-election have offered themselves for re
 appointment.
 
 Also the Board of Directors of the Company had appointed Mr. Manish
 Thakkar as an Additional Director of the Company on May 19, 2011 to
 hold the office till the commencement of this Annual General Meeting.
 
 The Board wishes to place on record its appreciation for the valuable
 contribution rendered by Mr.  Jils Madan, Manish Thakkar and Mrs. Jyoti
 Munver.
 
 Also your Company is also in receipt of a notice from a member
 proposing their appointment as the directors of the Company, resolution
 for which has been included in the notice of the Annual General
 Meeting.
 
 Your Directors commends their appointment for their approval.
 
 5 Auditors
 
 The Statutory Auditors of the Company, M/S Ramesh Batham & Co,
 Chartered Accountants retires at the ensuing Annual General Meeting and
 are eligible for re-appointment.
 
 Your Company has received a written certificate from them to the effect
 that their reappointment, if made, will be in accordance with the
 provisions of Section 224(1B) of the Companies Act 1956.
 
 Your Directors request you to appoint the Auditors for the current
 financial year.
 
 6 Auditors Report
 
 The Auditors Report to the shareholders on the Accounts of the Company
 for the financial year ended 31st March, 2011 does not does not contain
 any qualification.
 
 Further the observations furnished by the Auditors in their report is
 self- explanatory and do not call for any further comments.
 
 7 Deposits
 
 During the year under review, your Company has not accepted any
 deposits as specified under Section 58A of the Companies Act, 1956.
 
 8 Listing Arrangements
 
 Your Company''s shares are listed on Bombay Stock Exchange Limited and
 the Annual Listing Fees as been paid to the Exchange on a regular
 basis.
 
 9 Management Discussion and Analysis Report
 
 In accordance with the provisions of Clause 49 of the Listing agreement
 entered into with the Stock Exchange, the Management Discussion and
 Analysis Report is given separately and forms a part of the Annual
 Report.
 
 10 Corporate Governance Report
 
 A Report on Corporate Governance is set out as an annexure hereto and
 forms an integral part of this report.
 
 Also the Company is in receipt of a certificate from the Statutory
 Auditors of the Company certifying compliance of the conditions of
 Corporate Governance and the same also forms a part of this report.
 
 11 Depository System
 
 Majority of the shares of your Company are compulsorily tradable in
 electronic form.
 
 As on 31st March, 2011, 76.00% of the Company''s total paid-up Capital
 representing 171553280 shares are in dematerialized form.
 
 In view of the numerous advantages offered by the Depository system,
 members holding shares in physical mode are advised to avail of the
 facility of dematerialization from either of the Depositories.
 
 12 Capital & Finance
 
 During the year under the review, the Company has not issued any Equity
 Shares and thus there has not been any change in the issued capital of
 the Company which as on 31st March, 2011 stands at Rs.  22,57,21,000
 consisting of 22,57,21,000 Equity Shares of Re. 1/- each.
 
 However, the Company, in compliance with the provisions of section
 81(1A) of the Companies Act, 1956 and Chapter VII of SEBI (Issue of
 Capital and Disclosure Requirements) Regulations, 2009, has issued
 3,11,36,300 Convertible Equity Warrants (hereinafter referred to as
 Warrants) to various allotters on preferential basis, with each
 warrant being convertible into one Equity Share of Re. 1/- each fully
 paid up.
 
 Thus, on an assumption that all the Warrants are converted into Equity
 Shares, the issued Capital of the Company shall be Rs.25,68,57,300/-
 consisting of 25,68,57,300 Equity Shares of Re. 1/- each fully paid up.
 
 Further, during the year under review the Company has repaid the
 Secured Loan equivalent to about Rs.432934/- and has carried forward
 the loans taken from directors equivalent to about Rs.12,00,000/-. In
 view of this your Company can be said as a debt- free Company.
 
 13 Particulars of Employees
 
 During the year under review, there was no employee in the Company who
 was in receipt of remuneration exceeding the limits as mentioned under
 section 217 (2A) of the Companies Act, 1956.
 
 14 Application of Funds raised through Preferential Allotment
 
 The Company had raised Rs.32,44,50,000/- by issue of 14,42,00,000
 Equity Shares in lieu of Convertible Equity Warrants issued through
 preferential allotment in the financial year 2009-10. The said amount
 has been utilized for expansion of the Company''s Operations in various
 business verticals such as Trading as well as the Infrastructure
 Division.
 
 15 Disclosure of material changes since the end of the financial year
 ended 31st March, 2011
 
 There has not been any material change in the nature of business or
 operations of the Company since the end of the financial year ended
 31st March, 2011 till the date of this Annual Report.
 
 16 Transfer to Investor Education & Protection Fund
 
 The Company had declared dividend of Rs.0.02/- per Equity Share in the
 previous Annual General Meeting. The Company has taken necessary steps
 in co-ordination with the Registrar and Share Transfer Agent i.e.
 ADROIT CORPORATE SERVICES PRIVATE LIMITED to locate the shareholders
 who have not claimed their dues and it is our pleasure to inform you
 that there are no unpaid/unclaimed dividend as on the date of this
 report.
 
 As the Company has not declared dividend in the past years, except the
 previous year, the Company is not required to transfer any amount to
 Investor Education and Protection Fund.
 
 17 Directors Responsibility Statement
 
 Pursuant to the provisions of section 217 (2AA) of the Companies Act,
 1956, your Directors place on record a responsibility statement stating
 that:
 
 -  In the preparation of the annual accounts for the financial year
 ended 31st March, 2011 applicable accounting standards have been
 followed along with proper explanation relating to material departures.
 
 -  That the Directors, in consultation with the auditors, 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 financial year and of the profit and loss of the Company for
 that period
 
 -  That the Directors have taken sufficient and proper care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting material fraud and other irregularities.
 
 That the Directors have prepared the Annual Accounts on a going concern
 basis.
 
 18 Conservation of Energy, Technology Absorption & Foreign Exchange
 Earnings and Outgo
 
 Since the Company does not own any manufacturing facility, other
 particulars relating to conservation of energy and technology
 absorption stipulated in the Companies (Disclosure of particulars in
 the report of the Board of Directors) Rules, 1988 are not applicable.
 
 Further, there was no Foreign Exchange Earnings in the year under
 review.
 
 19 Acknowledgement
 
 Your directors wish to convey their appreciation to all the Company''s
 employees for their unlisted efforts as well as their collective
 contribution to the Company''s performance.
 
 The directors would also like to thank the employees, shareholders,
 customers, dealers, suppliers, bankers and all other business
 associates, for the continuous support given by them to the Company and
 their confidence in its management.
 
                                     By Order of the Board of Directors
 
                                                                    sd/-
 
                                                (Om Prakash Khandelwal)
 
 Registered Office:                                  Managing Director
 
 S 574/577, Belgium Square,
 
 Ring Road, Surat- 395002.
 
 Place: Surat.
 
 Date: 01.09.2011.
Source : Dion Global Solutions Limited
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