To The Members
The Directors have pleasure in presenting the Annua! Report of your
Company together with the audited Statement of Accounts for the
financial year ended on 31st March'' 2012.
Financial Results As on 31st
March'' As on 31st
ITEM 2012 (in Rs.) 2011 (in Rs.)
Sales & other Income 286''559 682''062
Gross Profit/Loss (422''134) (162''712)
Depreciation Nil NIL
Income tax paid for earlier year
(71 221 611)
Profit/Loss brought forward (71''058''899)
Transferred to General Reserve
Profit / Loss available for
Balance carried Balance Sheet (71''643''745) (71''221''609)
Current Operations &
Due to liquidity crunch and continuous losses'' the Company has not been
able to carry on any business activity during the year under review.
However'' the management of the Company is in the process of preparing
necessary business plans & strategies for initiating its operations in
the field of trading in bicycles and tricycles.
During the last financial year'' Mr. Harish Agarwal and Mr. Tulsi Bansal
were appointed as the additional directors of the company as per
Section 260 of Companies Act'' 156'' in the Board meeting held on
February 22'' 2012. Mr. Pawan Kumar'' resigned from the board on February
There being no profits'' the directors regret their inability to
recommend any dividend for the Financial Year beginning on 1st April
2011 and ending on 31st March 2012.
Directors Responsibility Statement
1. The annual accounts for the financial year ended 31''st March'' 2012
were prepared as per the applicable Accounting Standards along with
proper explanations relating to material departures;
2. The Directors have selected such accounting policies & applied them
consistently & made judgments & estimates that are reasonable & prudent
so as to give a true & fair view of the state of affairs of the Company
at the end of the financial year and of the loss of the company for
3. The Directors have taken proper & sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act'' 1956 for safeguarding the assets of
the Company and for preventing & detecting fraud & other
4. The Directors have prepared the annual accounts of the Company for
the Financial Year ended 31''st March'' 2012 on a going concern basis.
Your Company has not accepted any deposits during the period under
review within the meaning of Section 58A of the Companies Act'' 1956
read with ''Companies (Acceptance of Deposit) Rules 1975''.
Particulars of Employees
During the year'' there was no employee covered under Section 217(2A) of
the Companies Act'' 1956 read with the Companies (Particulars of
Employees) Rules'' 1975.
Status of Listing
The Company''s shares are listed at The Delhi Stock Exchange'' The Stock
Exchange'' Mumbai'' The Calcutta Stock Exchange.
The Statutory Auditors of the Company'' M/s Padam Bahl & Co.'' Chartered
Accountants'' retire at the ensuing Annua! General Meeting and express
their unwillingness to continue as Auditors of the Company.
A consent letter has been received from M/s BNPSY & Associates''
Chartered Accountants'' for its appointment as statutory auditors of the
company for the financial year 2012-2013. A written certificate'' to the
effect that the reappointment'' if made'' will be in accordance with the
limits specified in sub-section (1B) of Section 224'' has also been
obtained by the company from the statutory auditors
Your directors recommend the appointment of M/s BNPSY & Associates''
Chartered Accountants as Statutory Auditors of the Company till the
conclusion of next Annual General Meeting for audit of Accounts for the
financial year 2012-13.
Secretarial Compliance Certificate
The Secretarial Compliance Certificate for the financial year ending on
March 31'' 2012 is attached hereto and forms part of this Report. The
Board took note of the same.
The transfer books of the company will be closed from September 26''
2012'' to September 29'' 2012 both days inclusive for purpose of Annual
General Meeting dated September 29'' 2012.
Management Discussion And Analysis Report
A report on industry analysis is attached hereto and forms part of the
Directors Report. Corporate Governance
A separate section on Corporate Governance is attached hereto and forms
part of this report. Material Changes
In- Principal Approval for Revocation of Suspension in trading of
The shares of the Company suspended from trading from Bombay Stock
Exchange have been provided In-Principal Approval vide letter dated
July 23'' 2012 for admission to the dealings by the Exchange subject to
adherence of certain compliances and submission of requisite
Auditors Report of the Company contains no
Qualifications/reservation/adverse remark by the Auditors.
The Company has adequate internal control procedures commensurate with
the size and nature of business. The Board of Directors periodically
reviews the audit plans'' internal audit reports'' adequacy of internal
controls and risk management.
Particulars of Conservation of Energy'' Technology Absorption and
Foreign Exchange Earnings and Outgo as per Section 217f1Wel of
Companies Act. 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules'' 1988
Information required under the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules'' 1988
Conservation of Energy
(a) Presently there being no operations involving energy consumption''
therefore measures related to conservation of energy does not apply.
(b) The company not being operational in the previous financial year''
therefore need for additenaLinvestment was not felt for reduction of
consumption of energy. ''
(c) The company didn''t undertake any production in the last financial
(d) Total energy consumption and energy consumption per unit of
production as per Form A of the Annexure in respect of industries
specified in the Schedule thereto - This particular is not applicable
on the company'' as the company is into the business of manufacturing of
carpets and hence doesn''t fall under the respective Schedule.
Form of Disclosure of Particulars with respect to Absorption of
Technology'' Research & Development.
Research & Development
1 Specific areas in which R&D carried out by the company- There was no
research and development activity carried out during the financial
2 Benefits derived as a result of the above R&D- No benefits were
derived'' as no R&D was undertaken
3. Future plan of action - The Management of the Company is making
necessary roadmap for starting new business operations i.e. for
undertaking projects in the field of rail infra.
4. Expenditure on R & D
No R&D activity was undertaken and hence the bifurcation is not
Technology Absorption'' Adaptation and Innovation
No technology was absorbed'' adapted or innovated during the financial
1. Efforts'' in brief'' made towards technology absorption'' adaptation
and innovation- No technology was absorbed'' adapted or innovated during
the last financial year.
2 Benefits derived as a result of the above efforts'' e.g.'' product
improvement'' cost reduction'' product development'' import substitution''
etc- Not applicable'' as no such initiatives in this behalf were
3. Import of Technology- No technology has been imported during the
last financial year. Foreign Exchange-Earning /Outgo Company didn''t
undertake any transaction involving Foreign Exchange.
Your Directors would like to express their grateful appreciation for
the assistance'' co operation and trust reposed in your Company by the
investors'' Banks'' Securities and Exchange Board of India'' Reserve Bank
of India '' Stock Exchanges and other Government Authorities during the
financial year under review Your Directors wish to place on record
their deep sense of appreciation for its clients and for the devoted
services of the young team of professionals of the Company for its
Your Directors also wish to place on record their sincere appreciation
of the contribution made by the employees of the Company and are
thankful to the shareholders for their continued patronage and support.
By order of the Board of Directors
For TOBU ENTERPRISES Limited
Date: September 01'' 2012
Place: New Delhi