14th DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2006
Your Directors have pleasure in presenting the 14th Annual Report together with
Audited Accounts for the year-ended 31st March, 2006.
1. FINANCIAL RESULTS: (Rs. In Lacs)
31st March,2006 31st March, 2005
SALES 166.25 82.24
NET PROFIT / (LOSS) BEFORE TAX 81.77 8.04
Less: PROVISION FOR TAXATION 2.33 0.00
Add/(Less): APPROPRIATION ACCOUNT - 8.40
NET PROFIT/ (LOSS) AFTER TAX 79.44 16.44
BALANCE B/F FROM EARLIER YEAR
(Rs.146.52 less Rs.141.92 which is kept
intact to be adjusted pursuant to Hon'ble (4.60) (162.96)
Bombay High Court order dated 13.04.2006
in the year 2006-07)
BALANCE CARRIED TO BALANCE SHEET 74.84 (146.52)
2. REVIEW OF OPERATIONS
During the year under review, your company witnessed increase in the turnover
and Labour charges received, which stood at Rs.115.25 Lacs and 96.03 Lacs
respectively, as against Rs.82.24 Lacs and 82.74 Lacs respectively in the
accounting year 2004-05. During the year under consideration the Company also
achieved a turnover of Rs.51.00 Lacs from its construction division.
3. ISO 9002 CERTIFICATION
Your Company has already obtained ISO 9002 Certification.
4. CORPORATE GOVERNANCE
A separate report on Corporate Governance is produced as a part of the Annual
Report along with the Auditors statement on its compliance.
The Company had accepted the deposits from the public as per the Section 58A of
the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.
6. DEPOSITORY SYSTEM
The Company has entered into an agreement with the National Securities
Depository Limited (NSDL) as well as the Central Depository Services (India)
Limited (CDSL) to enable shareholders to hold shares in a dematerialised form.
The Company also offers simultaneous dematerialisation of the physical shares
lodged for transfer.
7. DIRECTORS RESPONSIBILITY STATEMENT
As required under the provisions of Section 217 (2AA) of the. Companies Act,
1956, the Directors hereby confirm:
i) that in preparation of the Annual Accounts for the year ended 315'
March,2006, the applicable accounting standards had been followed along with
ii) that the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent
so as to give true and fair view of the state of affairs of the company at the
end of financial year ended 31 March, 2006 and the prof it/(Loss) of the Company
for the year under review;
iii) that proper and sufficient care has been taken for 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 irregularities;
iv) that the annual accounts for the year ended 315t March,2006 have been
prepared on a going concern basis
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
Information in accordance with the provisions of Section 217(1)(e) of the
Companies (Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given in annexure and forms part of this report.
There were no employees coming under the purview of Section 217(2A) of the
Companies Act, 1956 and the rules frame there under.
Mr.Chandru Chawla, Director of the Company is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, offer himself for
Subject to approval of Members; the remuneration committee and Board of
Directors of the company recommended the appointment of Mr.Chandru Chawla &
Mr.Manoj Jeswani as Executive Director of the company for the period of three
years w.e.f. 1st April,2005
Mr.Ashish Sajnani & Mr.Subhash Motwani appointed as additional director of the
company on 28, December,2005. They hold office as a directors of the company
till the ensuing Annual General Meeting. The company has received notices from
the members pursuant to section 257 of the Companies Act, 1956 of their
intention to move resolutions at the ensuing Annual General Meeting for
appointment of them as a Director.
M/s. N. D. Mehta Associates, Chartered Accountants, Mumbai who were appointed as
Auditors to hold office until the conclusion of the ensuing Annual General
Meeting are eligible for re-appointment. The Company has received the
Certificate from them to this effect.
12. HIGH COURT ORDER FOR REDUCTION OF CAPITAL
The Company has obtained the High Court, Bombay order dated:13th April,2006 for
reduction of capital i.e. The Issued and Subscribed Share Capital of the Company
reduced from Rs.4,73,07,000/- (Rupees Four Crore Seventy Three Lacs Seven
Thousand Only) divided into 47,30,700 Equity Shares of Rs.10/- each to
Rs.3,31,14,900/- (Rupees Three Crore Thirty One Lacs Fourteen Thousand Nine
Hundred Only) divided into 33,11,490 Equity Shares of Rs.10/-each.by cancelling
the existing equity share capital to the extent of Rs.1,41,92,100/- ( Rupees One
Crore Forty One Lacs Ninety Two Thousand One Hundred Only) divided into
14,19,210 equity shares of Rs.10/- each. The Existing paid up share capital of
the company is correspondingly reduced.
13. DISCLOSURE UNDER SECTION 274
None of the Directors of the company are disqualified for being appointed as
Directors as specified under section 274 of the Companies Act, 1956 as amended
by the Companies (Amendment) Act, 2000.
Your Directors wish to place on record, the appreciation for the continued
support of the customers, Bankers and Suppliers. Your Directors acknowledge and
thank the employees for their valuable contribution and involvement.
Signed on: 30th June 2006