The directors have a pleasure in presenting the Annual Report along
with the audited accounts of the Company for the financial year ended
31st March 2014.
Particulars For the financial year For the financial year
ended 31st March, 2014 ended 31st March, 2013
(Rs. in lacs) (Rs. in lacs)
Total Income 5,178.59 9,072.82
Less : Total Expenses 5,540.59 6,195.38
Profit before tax (362.00) 2,877.44
Tax expenses including
Deferred tax &
adjustments for 559.76 (941.95)
Profit for the year 197.76 1,935.49
Your Company recorded total income of Rs. 5,178.59 Lacs in FY''14 as
compared to Rs. 9,072.82 Lacs in FY''13, a decrease of 42.92%. The
reasons for the decrease were primarily due to revenue recognized in
earlier period. The total expenditure also decreased from Rs. 6,195.38
Lacs to Rs. 5,540.59 Lacs. The Profit for the FY''14 stood at Rs. 197.76
Lacs as compared to Profit of Rs. 1,935.49 Lacs in the FY''13.
With a view to conserve the resources, your Directors have not
recommended any dividend for the year under review. MANAGEMENT
DISCUSSION AND ANALYSIS REPORT
In terms of clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is attached as Annexure - 1 to this
In terms of Articles of Association, Mr. Pankajkumar Jain retires by
rotation, but does not seek re-appointment at the ensuing Annual
General Meeting on account of his pre occupations.
On 8th August, 2014, Ms. Purnima Pavle was appointed as an as
Additional Director and Chief Financial Officer of the Company.
The Company has received notice for appointment of Ms. Purnima Pavle as
director of the Company and accordingly, the resolution seeking
approval of the shareholders for her appointment have been incorporated
in the Notice of the forthcoming Annual General Meeting.
The Audit Committee (the Committee) of the Board comprises of
three Directors, namely Mr. Sagar Gawde, Mr. Deependra Gupta and Ms.
Purnima Pavle. The constitution of the Committee underwent a change on
08-Aug-2014, wherein, Ms. Purnima Pavle was admitted as a member of the
Committee and Mr. Pankajkumar Jain ceased to be a member.
The role and functions of the Audit Committee are in conformity with
the requirements of the equity listing agreement.
AUDITORS AND THEIR REPORT
M/s. Lodha & Co., Chartered Accountants & Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and the Company has received letter from the Statutory Auditors
expressing their inability to continue as Auditors of the Company. The
Company has received notice from a member proposing M/s. Shankar and
Kapani as the Statutory Auditors of the Company. The board has also
received a letter from M/s. Shankar and Kapani, Chartered Accountants
giving their consent for being appointed as Statutory Auditors of the
Company and confirming their eligibility under section 141 of the Act.
A proposal seeking their appointment has been incorporated in the
Notice of the Annual General Meeting.
Your Company has not accepted any public deposits and as such no amount
on account of principal or interest on public deposits was outstanding,
on the Balance sheet date.
Listing fees payment is under dispute. The Company is taking necessary
steps to resolve the issue.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements with the Stock Exchanges forms part of the Annual
Report. Certificate confirming compliance of the conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report as Annexure - 2.
SECRETARIAL COMPLIANCE CERTIFCIATE
The Compliance Certificate in terms of Section 383A(1) of the Companies
Act, 1956 read with rule 3(2) of the Companies (Compliance Certificate)
Rules, 2001, is annexed herewith as Annexure - 3 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed 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 are annexed to this Report as Annexure -4
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
there were no employees whose particulars are required to be furnished.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:-
I. In the preparation of the accounts for the financial year ended 31st
March, 2014, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956 have been followed
and that there are no material departures from the same;
II. The Directors have selected 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 as at 31st March, 2014 and of the profit of the Company
for the year ended on that date;
III. The Directors have taken proper and 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. The Directors have prepared the accounts for the financial year
ended 31st March, 2014 on a going concern basis.
V. The Directors had laid down internal financial control to be
followed by the Company and that such internal financial controls are
adequate and operating effectively.
VI. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
The Board of Directors wishes to place on record its gratitude for the
faith reposed and the co-operation extended by banks, government
authorities, customers and shareholders of the Company and looks
forward to continued support and co-operation from them.
For and on behalf of the Board of Directors
Place: Mumbai Deependra Gupta Purnima Pavle
Date: 08-Aug-2014 Director Director