To the Members,
The Directors have pleasure in presenting the 32nd ANNUAL REPORT, for
the year ended 31st March, 2012.
I. FINANCIAL RESULTS :
(Rupees in Lacs)
31.03.2012 PREVIOUS YEAR
Income from Operations 106.60 Nil
Other Income 26.09 453.17
Less: Expenditure 105.45 401.61
Profit / (Loss) Before Tax 27.23 51.55
Less : Provision for Taxation (5.78) 11.00
Profit / (Loss) After Taxation 32.42 40.55
Balance Brought Forward (1481.26) (1521.83)
Balance Carried to Balance Sheet (1448.84) (1481.27)
II. GENERAL REVIEW OF OPERATIONS :
The Indian Economy during the year displayed distinct signs of strong
long term growth. The Company could not carry out manufacturing
activity during the year under review. However the Company has achieved
a post tax profit of Rs. 32.42 lacs as compared profit of Rs. 40.55
lacs in previous year.
III. DIVIDEND :
In order to conserve the resources, your Directors are unable to
declare any dividend.
During the year under review, Mrs. Bhavna R. Mehta was appointed as an
Additional Director on the Board of Directors. Mrs. Bhavna R. Mehta
would vacate his office on the date of ensuing Annual General Meeting
of the Company. The Company has received notice under Section 257 of
the said Act from a shareholder proposing the candidature of the said
Directors for the office of the Directors of the Company. Accordingly,
resolution has been proposed in the Notice of the forthcoming Annual
General Meeting of the Company for the Appointment of Mrs. Bhavna R.
Mehta, as a Director of the Company.
Details of the Directors to be appointed/ re-appointed at the
forthcoming Annual General Meeting as required pursuant to clause 49
(vi) (a) of the listing Agreement are appended here with as Annexure I.
V. SECRETARIAL AUDIT REPORT:
The Company has obtained Compliance Certificate from a Company
Secretary in whole time practice pursuant to section 383A of the
Companies Act, 1956 and is form part of the Balance Sheet.
M/s. AMD & Co., Chartered Associates, the retiring Auditors have
expressed their willingness to be re- appointed. It has been proposed
to reappoint M/s. AMD & Co; Chartered Accountants as Auditors of the
Company. The Company has received a Certificate from them that they are
qualified under Section 224 (1) of the Companies Act, 1956 for
appointment as Auditors of the Company. Members are requested to
consider their appointment at a remuneration to be decided by the Board
of Directors for the financial year ending March 31, 2013 as set out in
the Notice convening the Meeting.
VII. AUDITORS REMARKS:
The observations of the Auditors contained in their Report regarding
the Donation of Rs. 4,00,000 /- given which in excess of the limit
prescribed under Section 293 (1) (e) of the Companies Act 1956 without
taking the consent in General Meeting. The Company is taking necessary
steps for obtaining shareholders approval at the ensuing Annual general
VIII. STATUTORY INFORMATION:
The Company had no employees, drawing remuneration in excess of the
limits laid out under Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975.
IX. CORPORATE GOVERNANCE:
As required under the Listing Agreement with Bombay Stock Exchange
Limited, a report on Corporate Governance is given in Annexure A to
X. ENERGY CONSERVATION:
Since the company has not done any manufacturing during the year, the
provisions of energy conservation are not applicable during the year.
XI. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
subscribe to the ''Directors Responsibility Statement'' and confirm
that:- - In the preparation of the annual accounts, the applicable
accounting standards have been followed, alongwith proper explanation
relating to material departures.
- The Directors have selected such accounting policies and applied them
consistently and made judgements 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 or loss
of the Company, for that period.
- The Directors have taken proper and sufficient care of 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 fraud and other irregularities.
- The Directors have prepared the annual accounts on a going concern
Your Directors wish to thank the Company''s bankers and all other
associates, for their co-operation and support during the year.
For and on behalf of Board of Directors
Mr. Abhishek Mehta
Place : Mumbai
Date : 31st May, 2012