| Dear Members,
The Directors present the 21st Annual Report to the members together
with the Audited Accounts for the financial year ended 31st March,
2014.
FINANCIAL RESULTS
Year ended Year ended
31st March, 2014 31st March, 2013
Rs. in lacs Rs. in lacs
Total Revenue 6 6.5
Profit /(Loss) for the year after
charging all Expenses but before
providing Depreciation and Tax (2.61) (5.85)
Less: Depreciation and Amortization
Expenses 5.24 5.62
Profit/(Loss) before Tax for the
year from continuing operations (7.85) (11.47)
Less: Current Tax Expenses - -
Profit/(Loss) for the year after
tax from continuing operations (7.85) (11.47)
DIVIDEND
Your Company did not consider it prudent to recommend any dividend for
the year under review.
REVIEW OF OPERATIONS
Your Company has decided to change its business model from
manufacturing to trading which is yet to be finalized.
DIRECTORS
In terms of Article 142/143 of the Articles of Association of the
Company, Mr. Shouvik Kundu (DIN No. 00277862) shall retire by rotation
at the forthcoming Annual General Meeting and being eligible, offer
himself for re-appointment.
The Company has received declaration from both independent Directors of
the Company confirming that they meet with the criteria of Independence
as prescribe both under sub-section (6) of Section 149 of the Companies
Act, 2013 and under the Clause 49 of Listing Agreement with Stock
Exchanges.
Pursuant to Section 149 of the Companies Act, 2013, Company has
received requisite notice in writing from members proposing Mr. Ramesh
Kumar Jhawar and Mr. Santanu Chattopadhyay for appointment as
Independent Directors.
Brief particulars and expertise of these Directors have been given in
the Notice of the Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed with no material departures;
(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 at the end of the financial year and of the profit or
loss of the Company for that period;
(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
irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance together with the Auditors' Compliance Certificate and
Management Discussions and Analysis Report is annexed to this Annual
Report.
AUDITORS
M/s Rohit Shukla & Associates, Chartered Accountants (Registration No.
315178E) have expressed their willingness to be appointed as Statutory
Auditors of the Company and the Company has received letter from them
to the effect that their appointment, if made, would be within the
prescribed limits under Section 139 of the Companies Act, 2013.
Accordingly, their appointment is recommended by the Board of Directors
on the recommendation of Audit Committee.
AUDITORS' OBSERVATIONS
As regards Auditor's observation that the Company accumulated loss has
exceeded 50% of the net worth and whether the Company will be able to
continues as a going concern . Your Directors would like to state that
our Company is looking for a new trading module of business. The
Directors are hopeful of carrying business in near future.
PARTICULARS OF EMPLOYEES
None of the employees of the Company received remuneration requiring
any disclosure to be made under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended, hence particulars are not annexed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
The Company has not undertaken any manufacturing activity during the
year.
Foreign Exchange Earnings & Outgo - NIL CHANGES IN COMPANY LAW
The Companies Act, 2013 ( 'the Act') has been passed replacing the age
old Companies Act, 1956 and a large portion of the Act has already
become effective.Several Rules under various Sections of the Act have
also been notified. Your Company is taking necessary steps to comply
with the requirements of the new Act. The Company has already formed,
reconstituted and renamed various Committees in terms of the
requirements of the Act Steps are in hand to implement various other
provisions of the Act to ensure compliance at the appropriate time.
ACKNOWLEDGEMENT
Your Directors acknowledge the co-operation and support received from
its Shareholders, the Company's Bankers during the year.
For and on behalf of the Board
Shouvik Kundu
DIRECTOR
Ramesh Kumar Jhawar
DIRECTOR
Hemant Premji Thacker
EXECUTIVE DIRECTOR
Place: Kolkata Santanu Chattopadhyay
Date: 28th May, 2014 DIRECTOR |