To The Members,
The Directors have pleasure in presenting the 25th Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended 31st March 2012.
(Rs. in Lacs)
Financial Results Year Ended Year Ended
Income 7.33 0.00
Profit before Tax & extraordinary item 3.12 -0.21
Less : Provision for Taxation 0.94 0.00
Profit after Tax 2.18 -0.21
Add: Profit/(Loss) brought forward from
Previous Year -884.82 -884.61
Balance carried forward -882.64 -884.82
During financial year 2011-12, there were almost nil business
activities apart from doing investment activities in shares and
Your Company was in the business of cement manufacturing which was
apparently shut down due to lack of working capital as well as looking
to the requirements of new machineries, for which the Company is not
having enough financial strength.
The PBT of the Company stood at Rs. 3.12 Lac and PAT stood at Rs. 2.18 Lac
which is not as per expectation of Company management. The Company is
trying hard to bring some more fund or capital in order to enter into
the new business activities which have been identified by the
The Company is looking for various aspects to arrange for its working
capital; by way of loan from Bank or Corporate Houses, to raise money
by way of issue of further shares or to bring into some strategic
partners who can invest into the Company to bring back its old glory.
As the Company was in not in any business during the year and due to
carried forward losses, the Company do not recommends any dividend
during the year under review.
The Company does not Subsidiary Company.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
There is no Change in Management of the Company during the year under
There is no change in composition of Board during the year under
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2012, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 of the
Company for that period.
3. The Directors had taken proper and sufficient 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 fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
The Company being basically in the business of Capital & Money Market,
requirement, regarding and disclosures of Particulars of conservation
of energy and technology absorption prescribed by the rule is not
applicable to us.
Your Company believes that in addition to progressive thought, it is
imperative to invest in research and development to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has invested its money for acquiring
latest Computer hardware and software.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
The Auditors M/s Anil Sanklecha & Co., Chartered Accountants, Mumbai
holds the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors U/S
224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed.
The shareholders are requested to appoint Auditors and fix their
COMMENTS ON AUDITOR''S REPORT :
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There were no employees in Company during the year under review.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The Company is having no business other than the business of investing
activities during the year under review and hence the information
regarding conservation of energy, Technology Absorption, Adoption and
innovation, the information required under section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules 1988, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement,
a Report on the Corporate Governance and the Auditors Certificate on
Corporate Governance are annexed to this report.
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, August 22, 2012 By order of the Board
For VAISHNO CEMENT COMPANY LIMITED
Registered Office :
6, Brabourne Road R. K. JAISWAL
Kolkata-700 001 Chairman