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. |