The Directors present the SeVenty-ninth annual report of the Company
together with the Audited Statements of Accounts for the year ended
31st March, 2014.
Financial results Amount (Rs.)
year ended 31st Year ended 31st
march, 2014 March, 2013
Profit)/(Loss) for the year (1,45,978) (4,53,563)
Less: Provision for Taxation -- --
Prior year taxes -- (350)
Provision for deferred tax -- (1,757)
Add/Less: Defcit brought forward from
last year 55,82,909 51,31,453
Defcit carried to Balance Sheet 57,28,887 55,82,909
In view of the accumulated losses, the Directors do not recommend any
dividend for the year under report.
Note on dena Bank matter
The Hon''ble High Court at Mumbai, while reviewing the LPA of the
Company challenging the judgement dated 24th September, 2011 of the
Estate Offcer as well as the order dated 2nd April had ruled that the
Company is liable to pay reduced rent/ compensation @ Rs.125/- per sq.ft.
and interest @ 9% for the area occupied by the company from 1st
September, 2007. Consequently, the company was liable to pay rent/
compensation from 1st September, 2007 to 31st March, 2013 together with
The Company thereafter fled a Special Leave Petition before the Hon''ble
Supreme Court in April, 2013 which was disposed off on 10th May, 2013.
Further to the dismissal of the Special Leave Petition by the Hon''ble
Supreme Court, the Company handed over the peaceful possession of the
premises to Dena Bank on 9th November, 2013. As the Company has handed
over peaceful possession of the premises to Dena Bank and as Dena Bank
has not initiated any further legal steps in any other court, the
Company does not foresee any other liability vide a legal opinion.
ShiFting oF regiStered oFFice
During the year under report, the premises at Dena Bank Building, 1st
Floor, 17-B, Horniman Circle, Fort, Mumbai 400 023, wherein the
Company''s Registered Offce was situated, were required to be
surrendered consequent to the Court orders.
Consequently, the Company shifted its Registered Offce to Bhupen
Chambers, Ground Floor, Unit 1, Dalal Street, Fort, Mumbai 400 001, in
compliance with the directive of the Hon''ble Supreme Court to hand over
peaceful possession of the premises to Dena Bank.
As on 31st March, 2014, there were no fxed deposits remaining overdue.
In terms of the Articles of Association of the Company, Mr.Satyen
B.Dalal and Mr.Deepak Sheth retire at the ensuing Annual General
The re-appointment of Mr.Satyen B.Dalal, who is not an Independent
Director, as Director liable to retire by rotation, forms part of the
Notice convening the Seventy-Ninth Annual General Meeting.
Further, the Company has received a notice in writing from a member
proposing the candidature of Mr.Deepak Sheth for appointment as
Independent Director. The Company has received declaration from
Mr.Deepak Sheth confrming that he meets with the criteria of
independence as prescribed under of Section 149(6) of the Companies
Your Directors recommend the appointment of Mr.Satyen B.Dalal as
Director liable to retire by rotation as also the appointment of
Mr.Deepak Sheth as an Independent Director.
Particulars oF employees
During the year under report, there was no employee of the category
mentioned in Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 and hence information
in this regard is not required to be furnished.
DirectorS'' reSponSiBility Statement
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors hereby confrm that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
2. They 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 fnancial year covered under this Report
and of the Profit of the Company for the year.
3. They have taken proper and suffcient 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 Annual Accounts have been prepared on a going concern basis.
A compliance certifcate received from M/s Sanjay Soman & Associates,
Practising Company Secretaries, pursuant to Section 383A(1) of the
Companies Act, 1956, read together with the Companies (Compliance
Certifcate) Rules, 2001, is attached hereto and forms part of this
Conservation oF energy, technology absorption, Foreign eXchange
earnings and outgo
As the Company is not engaged in any manufacturing activity, furnishing
of information in respect of conservation of energy and technology
absorption as required under Section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 does not arise for your Company.
Further, the Company neither used nor earned any foreign exchange
during the year under report.
During the year under report, Amalgamated Business Solutions Limited
(ABSL), Subsidiary of the Company, made a preferential issue of 1,000
equity shares of Rs.10/- each pursuant to Section 81(1A) of the Companies
Further to the allotment of the said shares, the Company''s holding in
ABSL reduced to 49.40% of the enhanced capital of ABSL. Consequently,
ABSL ceased to be a Subsidiary Company.
M/s N.M.Pandya & Associates, Chartered Accountants, Mumbai, bearing
ICAI Registration No.131008W, hold offce as Auditors of the Company
upto the conclusion of the forthcoming Annual General Meeting. A
certifcate has been obtained from them pursuant to Section 224(1-B) of
the Companies Act, 1956 to the effect that their appointment, if made,
would be within the limits prescribed thereunder.
Your Directors wish to place on record their appreciation of the
co-operation and diligent efforts of the employees of the Associate
By order oF the Board
Mumbai Nitin Velhal deepak Sheth
Dated: 30th May, 2014 director director