The Directors have pleasure in presenting the 19th Annual Report on
the business and operation of the Company together with audited
statement of accounts for the period ending 31st Mar''14.
1. FINANCIAL RESULTS:
Particulars Financial year ended 31st March
Operating Income 1,91,09,500 -
Other Income - 27,97,824
Total Receipts: 1,91,09,500 27,97,824
Employee Benefit Expenses 4, 19, 000 79, 500
Finance Cost 20,99,463 17,23,973
Other Expenses 1, 75,45,968 11,25,920
Total Expenses 2,00,86,996 29,59,140
Profit Before Tax: (9,77,496) (1,61,316)
Tax Expenses - -
Deferred Tax 1,087 899
Profit for the period : (9,78,583) (1,62,215)
Earning Per Share (in Rs.) 0.23 0 04
No amount is proposed to be transferred to Reserves. The Profit has
been carried over to Balance Sheet under Surplus in statement of Profit
Due to inadequacy of profits, the Board of Directors regrets that no
dividend is being recommended for the year under review.
4. PERFORMANCE REVIEW
During the year the company started its operations. Directors are
hopeful that this activity will expand in future.
Your Directors feel that, barring any unforeseen circumstances, the
prospects for the current year are much favorable as compared to the
year under review. The Company is making all efforts cope up with the
market situations and increase the operations.
5. No material changes and commitment occurred since the conclusion of
the financial year.
Since there was no employee who was drawing more than Rs.60.00 Lacs per
annum, if employed through out the year, or Rs.500000/- per month if
employed for the part of the year, the required information under
sub-section (2A) of section 217 of the companies Act, 1956 read with
companies (particulars of the employees) rules 1974 as amended is not
7. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:
The Company have not been engaged in manufacturing activities and as
such the provisions of section 217 (i) (e) of the companies Act, 1956
read with the companies (disclosure of particulars in report of Board
of Directors) rules 1988, regarding conservation of energy are not
R&D efforts were not made towards technology absorption and no foreign
exchange outgo and inflow included during the year.
8. MANAGEMENT DISCUSSION AND ANALYSIS:
A report on Management Discussion and Analysis (MDA), which is forming
part of this Report, inter-alia, adequately deal with the operations as
also current and future outlook of the Company.
Company has not accepted any deposits from public which is covered
within the meaning of section 58-A & 58-AA of companies Act.
Shri Rishi Dave & Smt. Satyawati Parashar Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment. Your directors recommend
Directors declared that no directors are disqualified from being
appointed as Director of the Company under Section 184 of The Companies
Independent Director: Pursuant to Section 149 of the Companies Act,
2013 read with the Rules made thereunder, the Independent Directors
shall hold office for a period of up to 5 consecutive years and shall
not be liable to retire by rotation. They may be appointed for a
maximum of two consecutive terms of up to 5 years each. In terms of
revised clause 49 of the listing agreement which will be applicable
from 01st October, 2014, in case the Independent Director has already
served for 5 or more years, he can be appointed for only one term of 5
years. As per new Act, the Nominee Director is not considered to be an
Independent Director. Presently, Mr. Ravi Kamra & Mr. Rishi Dave, Shri
Mansoor Ahmed and Shri Satyawati Parashar are the Independent Directors
of the Company. As per their existing terms of appointment, all of them
are liable to retire by rotation. However, under the Companies Act,
2013 and Clause 49 of listing agreement, they may be appointed afresh
with a fixed period of up to 5 years.
The Board considered the independence of each of the above mentioned
Directors in terms of Section 149 and Schedule IV to the Companies Act,
2013 and Clause 49 of the listing agreement and was of the view that
the proposed directors fulfill the criteria of independence as
mentioned in the above provisions and can be appointed as Independent
Directors. All the proposed directors possess requisite qualifications,
appropriate skills, experience and knowledge in one or more fields of
finance, law management, marketing, administration, technical
operations and other disciplines related to Company''s business. Keeping
in view, the educational / professional qualifications, working
experience, expertise in line with Company''s business, positive
attributes, already being on the Board of the Company and benefits that
the Company will derive with their appointment, the Board has
recommended their appointment as Independent Directors of the Company
at the ensuing Annual General Meeting.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement Under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
i. That in the preparation of the account for the financial year ended
on 31st March'' 2014, the applicable accounting standards have been
followed and there were no material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
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 the year under review;
iii. That the Directors have taken proper a 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 and detecting fraud and other
iv. That the Directors have prepared the accounts for the financial
year ended 31st March'' 2014 on a going concern basis.
M/s Madhuresh Gupta & Co., Chartered Accountants, who are the Statutory
Auditors of the Company will retire at the conclusion of the
forthcoming Annual General Meeting and are eligible for re-appointment,
subject to the approval of shareholders. The Company has received
letter from them to the effect that their reappointment, if made, would
be within the prescribed limits of section 139 (2) of the Companies
Act, 2013 and that they are not disqualified for reappointment within
the meaning of Section 141 of the said Act.
Directors recommend their reappointment on a remuneration to be decided
by the Board and the Auditor mutually for the ensuing Financial Year
13. AUDITORS OBSERVATION:
Remarks made by the auditors in their report on the accounts stand
explained in the notes to accounts which are self-explanatory.
14. VIGIL MECHANISM:
As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49
of the Listing agreements with the Stock Exchanges has to establish a
Vigil Mechanism for Directors and employees to report genuine concerns.
The directors wish to place on record their sincere appreciation for
contributions made by employees of the company and cooperation extended
by the bankers and all persons who have directly and indirectly
contributed to the success of the company.
The directors also acknowledge the trust and confidence you have
reposed in the company.
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT
PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT:
This is to confirm that the Company has adopted Code of Conduct for its
employees including the Managing Director. In addition, the Company has
adopted a Code of Conduct for its Non-Executive Directors. I confirm
that the Company has in respect of the financial year ended March 31,
2014, received from the senior management team of the Company and the
Members of the Board a declaration of compliance with the Code of
Conduct as applicable to them.
BY AND ON BEHALF OF THE BOARD.
(Ravi Kamra) (Ravindra Pokharna)
DIN 00745058 DIN 01121333
PLACE: RAIPUR (C.G.)