| Dear members,
The Directors present the 23nd Annual Report of the Company together
with the Audited Statements of Accounts for the year ended 31st March
2014.
FINANCIAL RESULTS (Rs. In lacs)
Particulars 31.03.2014 31.03.2013
Sales and Other Income 1.30 17.74
Total Expenditure 6.81 17.05
Operating Profit (PBIT) (5.51) 0.70
Less: Provision for Taxation
- Income Tax-Current 0.00 0.08
- Income Tax-Previous Year - -
Profit After Taxes (5.51) 0.62
Add: Deferred Tax assets/(Liabilities) (1.70) 0.13
Net Profit/(Loss) (Inch Deferred Taxes) (3.81) 0.49
Reserves & Surplus (328.34) (324.54)
Previous year's figures have been regrouped/reclassified wherever
necessary.
CAPITAL
The Share Capital of the Company remains unchanged during the year
ended on 31st March'2014. REVIEW OF BUSINESS OPERATIONS, ACTIVITIES
& FUTURE PROSPECTUS
During the year Company has not done any trading activities in equity
shares. Besides, the Company had income from interest and dividend in
the tune of Rs.i.30lacs. After meeting the expenses, the Loss was of
Rs.3.8ilacs.
The consolidated revenue from operations of the Company for the year
ended 31st March 2014 was Rs.i.3oLacs & after taxes & minority share
interest a net loss was reported of Rs.4.42Lacs.
In pursuant to Clause-49 of the Listing Agreement with Stock Exchanges
in India, Management's Discussion and Analysis Report for the year
under review, is annexed to this report.
DIVIDEND
In view of accumulated losses, your Directors regret their inability
to recommend payment of dividend for the year.
DIRECTORS
Mr. Vivek Gupta, director of the Company has resigned w. e. f. 31st
October' 2013. The board has appointed Mr. Vinay Mimani, as an
Additional Director of the Company w.e.f. 12th November' 2013 and in
terms of the provisions of Section 161(1) of the Act, he would hold
office be up to the date of the ensuing Annual General Meeting.
The Company has received a notice, in writing from a member along with
the deposit of requisite amount under section 160 of the Act proposing
the candidature of Mr. Vinay Mimani for the office of Director of the
Company.
Mr. Vinay Mimani is not disqualified from being appointed as a
Director in terms of Section 164 of the Act and has given his consent
to act as a Director.
The Company has received a declaration from Mr. Vinay Mimani that he
meets with the criteria of impendence as prescribed both under section
(6) of section 149 of the Act and under Clause 49 of the Listing
Agreement.Mr. Vinay Mimani possesses appropriate skills, experience
and knowledge; inter alia, in the field of finance and accounts.
In terms of the Articles of Association of the Company Mr. Sanjay
Jain, Director retires at the ensuing Annual General Meeting. The
Company has received requisite notice in writing from member proposing
Mr. Sanjay Jain for appointment as Independent Director. The Company
has received declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Companies
Act,2013 and under Clause 49 of the Listing Agreement with Stock
Exchanges in India.
AUDITORS & AUDITORS' REPORT
M/s. Damle Dhandhania & Co. Chartered Accountants, Statutory Auditors
of the Company, hold office till the conclusion of the ensuing General
Meeting and are eligible for re-appointment.
The Company has received the letters from them to the effect that
their re-appointment, if made, would be with in the prescribed limits
under Section i4i(3)g) of the Companies Act, 2013 and that they are
not disqualified for re-appointment.
The Notes on Financial Statements referred to in the Auditors Report
are self explanatory and do not call for any further comments.
SUBSIDIARY COMPANIES
Your Company has one domestic subsidiary namely, Ever new Infracon
Private Limited. In accordance with the General Circular issued by the
Ministry of Corporate Affairs, Government of India, the Balance Sheet,
Statement of Profit & Loss and other documents of the subsidiary
company is not being attached with the Balance of the Company.
However, the financial information of the subsidiary company is
disclosed in the Annual Report in compliance with the said circular.
The Company will provide a copy of separate audited annual accounts of
the subsidiary to any member of the Company who asks it in a written
request. The annual accounts of the subsidiary company is also
available for inspection by any member of the Company at the
company's and/or the concerned Subsidiary's registered office.
CONSOLIDATED FINANCIAL STATEMENT
In accordance With the Accounting Standards (AS)-2i on Consolidated
Financial Statements read with AS-23 on Accounting for Investments in
Associates, the audited consolidated financial statement is provided
in the Annual Report.
SECRETARY
The Company has unable to get a Company Secretary at a reasonable and
affordable remuneration. To discharging the secretarial functions of
the Company are done by its experienced executives in consultation
with a firm of Company Secretary in practice.
DEMATERIALISATION OF SHARES
Approximately, 76.79%of the equity shares of the Share Capital of the
Company already been dematerialized.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under clause-49 of
the Listing Agreements forms part of the Annual Report. And the
requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance is annexed to
the report on Corporate Governance.
FIXED DEPOSIT
During the year, your Company has neither invited nor accepted/renewed
any deposits from public within the meaning of Section 58A, 58AA and
other applicable provisions of the Companies Act, 1956.
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:
* In the preparation of the annual accounts, the applicable
Accounting Standards read with requirements set out under Schedule VI
to the Companies Act,1956, have been followed and there are no
material departures from the same;
* The Directors have selected such accounting policies and applied
them consistently in consultation with the Statutory Auditors 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 March 31, 2014 and of the loss of the
Company for the year ended on that date;
* The Directors have taken proper and sufficient care, to the best
of their knowledge and ability, 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;
* The Directors have prepared the annual accounts of the Company on
a `going concern' basis. ACKNOWLEDGEMENTS
The Board of Directors would like to express their appreciation for
the co-operation and continued support received from investors, its
employees, regulatory authorities, bankers during the year under
report. We look forward to their continued patronage and encouragement
in our all future endeavour.
For and on behalf of the Board
Laxmipat Sethia
Kolkata, 31st May 2014 Managing Director |