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BSE: 511660|ISIN: INE555D01019|SECTOR: Finance - Investments
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Directors Report Year End : Mar '14    Mar 13
Dear Members,
 The Director present their 22nd Annual report on the business and
 operations of the Company along with the Audited Balance Sheet and
 statement of Profit & Loss for the year ended 31st March, 201-4.
 Financial Result of the company for the year under review along with
 the comparative figures for previous year are as follows:
                                                         (Rs. in Lakhs)
                                                     2013-14    2012-13
 Total Income from operations                          07.53        8.24
 Profit (Loss) before tax and depreciation          (119.19)        0.43
 Less: depreciation                                     0.36        0.36
 Profit (Loss) before Tax                           (119.55)        0.07
 Previous year''s adjustment                             0.00        0.00
 Provision for Tax,                                     0.00        0.00
                                                    (119.55)        0.07
 Add : Balance brought forward from previous year   (486.84)    (486.91)
 Losses carried to Balance Sheet                    (606.39)    (486.84)
 Earning Per Share                                   (01 .82)      0.00
 Looking into the heavy business losses suffered by the Company, it is
 not possible for the management to recommend any dividend for the year
 under review.
 During the Financial Year 2013-14, the Company has incurred loss of
 Rs.119.55 Lacs which is due to making provision of Rs. 119.61 Lacs for
 doubtful debts otherwise there is profit of Rs.0.06 lacs which is at
 par in compari- son to last year profit. The company''s funds are
 blocked with sundry debtors and advances made by the com- pany, for
 which necessary legal proceedings were already initiated by the Company
 which are under various stages, therefore necessary provisions were
 created. Though, in absence of the liquidity of funds the Company could
 generate better comparatively results during the year under review.
 The Company has reasonable system of internal control comprising
 authority levels and the powers, supervision, checks, policies, and the
 procedures. The Audit Committee consists of Shri Shivdatt Bohra
 (Chairman of the (Director) & Shri Vinay F. Kothari (Director).
 The said Committee review the adequacy of internal control system and
 the Compliance thereof. Further the annual financial statement of the
 company are reviewed and approved by the committee and placed before
 the Board for the consideration. The committee also reviewed the
 internal control system during the year.
 The Equity Share of the Company can also be kept in Electronic form your
 Company has obtained connectivity from the Central Depository Services
 (India) Ltd. (CDSL) and National Securities Depository Ltd (NSDL) to
 provide facilities to all members and investors to hold the Company''s
 shares in Dematerialized form.
 Company''s Equity Shares are listed with the Stock Exchange, Mumbai,
 M.P. & Ahmedabad. In view of the SEBI (Delisting of Securities)
 Guidelines, 2003 application has been made with the M.P. and Ahmedabad
 Stock Exchange for delisting which is under consideration. Therefore,
 Company Shares will be listed only with the BSE, where the Equity
 shares of the Company being traded generally.
 Your Company is regular in payment of Annual Listing Fee to the Stock
 The Board consists of executive & non-executive directors including
 independent director who have wide & varied experience in different
 disciplines of corporate functioning.
 Shri Vinay F Kothari, Director of the Company will retire by rotation
 at the ensuing Annual General Meeting and being eligible, offer himself
 for re-appointment.
 Shri Sumerchand Jain, Director of the Company will retire by rotation
 at the ensuing Annual General Meeting and being eligible, offer himself
 for re-appointment.
 In view of the Directions of the RBI issued on 2nd January, 1998 your
 Company has neither accepted nor invited any deposit from the General
 Public. There is no outstanding amount of matured deposits remain
 unpaid at the end of the financial year.
 In accordance with the provisions of Section of 217(2AA) of the
 Companies Act, 1956 your directors State that :
 * In the preparation of accounts, the applicable accounting standards
 have been followed.
 * Accounting policies selected were applied consistently. Reasonable
 and prudent judgments and estimates were made so as to give a true and
 fair view of the state of affairs of the company as at the end of March
 31, 2014 and the Statement of Profit / Loss of the company for the year
 ended on that date.
 * Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provision of
 Companies Act, 1956 for safeguarding the assets of the company and for
 preventing and detecting frauds and other irregularities.
 * The annual accounts of the company have been prepared on a going
 concern basis.
 The Auditors in their report have referred to the Notes forming part of
 the Accounts, considering the principle of :he materiality; the notes
 are self-explanatory and need no comments.
 The Statutory Auditors, M/s. Airen & Saiuja Chartered Accountants (ICAI
 Registration No. 004588C), hold office until the conclusion of ensuing
 AGM and are eligible for re-appointment for further period of up to
 three Monsecutive years as per Section 139 of the Companies Act, 2013.
 M/s. Airen & Saiuja, while offering themselves for re-appointment, has
 provided certificate to the effect that, their re-appointment, if made,
 shall be in accordance with the provisions of Section 139 of the
 Companies Act, 2013 and they satisfy the criteria provided under
 Section 141 of the Companies Act, 2013.
 |n view of the above and based on the recommendation of the Audit
 Committee, the Board of Directors recommends re-appointment of, M/s.
 Airen & Saiuja as the Statutory Auditors of the Company for a period of
 three consecutive years to hold office from the conclusion of this AGM
 till the conclusion of 25th AGM of the Company, subject to atification
 of their appointment by the Members at every AGM held after this AGM.
 Your Company is committed to good Corporate Governance Practice and
 follows the principles of fair representation land full disclosure in
 all its dealings and communications, thereby protecting the rights and
 interests of all its Shareholders .The Company''s goal is to find
 creative & productive ways of delighting its stakeholders, i.e.
 investors, customers and associates, while fulfilling the role of a
 responsible Corporate representative committed to the best practices.
 Your Company has complied with the mandatory requirements of clause 49
 of the listing agreement within the stipulated time. A report on the
 Corporate Governance has been attached to the Directors'' Report.
 The Company continued to have cordial relationship with its employees
 during the year under review.
 particulars pursuant to the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rule, 1988 fare not applicable to the
 Company as it has no manufacturing activities during the year under
 review. The Company has no earning or outing of any foreign exchange.
 Particulars of the employees as required under section 217 (2A) of the
 Companies Act, 1956 read with the Companies (Particulars of the
 Employees) Rules, 1975 are not applicable since, none of the employee
 of the Company is drawing more then Rs.24,00,000/- P.A. or
 Rs.2,00,000/- P.M. for the part of the year under review.
 Your Director wish to place on record their sincere appreciation and
 acknowledge with the gratitude forth assistance, co-operation and
 encouragement by valued customers, suppliers, bankers, shareholders and
 employees of the Company and look forward for their continued support.
 For & on Behalf of the Board
                                          For & on Behalf of the Board
 Place : Indore                                              S.K.Bandi
 Date : 25th August 2014                                      Director
                                                        DIN : 00789385
Source : Dion Global Solutions Limited
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