DIRECTORS' REPORT To, The Members The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014. DIVIDEND: In order to conserve the financial resources for long term financial resources , the directors do not recommend any dividend for the year under the report. OPERATION: The Company has earned a gross total Income of Rs 74.70 lacs for the year under review against the gross total income of Rs 84.24 lacs during the previous year. MANAGEMENT DISCUSSION AND ANALYSIS Management discussion and analysis report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchange is given in the report as a separate statement. CORPORATE GOVERNANCE Necessary measures have been adopted to comply with the requirements of the listing agreement with stock exchange wherein the company's shares are listed. A separate Section on corporate governance report forms part of this annual report. A certificate from the auditors of the company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report. SUBSIDIARIES Pursuant to the Provision of section 212 of the Companies Act ,1956 statement & other documents relating to the subsidiaries of the company are annexed to this report. DIRECTORS. Mr.Sanjay A Desai and Mr Mehul J shah, Directors retire by rotation retires by rotation and being eligible offer themselves for reappointment. PARTICULARS OF EMPLOYEES : The company did not employ anybody drawing remuneration of Rs. 60,00,000/-or more per annum or Rs.5,00,000/-or more per month and hence the question of providing information under section 217(2A) of the companies Act, 1956 does not arise. PUBLIC DEPOSIT : The Company has not accepted any deposit from public. Therefore provision of section 58(A) of Companies Act, 1956 are not applicable to the Company. There are no un claim or unpaid deposits for which information to be given in this report. DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO. : Particulars regarding conservation of energy, technology absorption as required pursuant to section 217 (1) (e) of the Companies Act, 1956, as amended are not given since the said section is not applicable to the Company. Foreign exchange earnings. : Rs. Nil Foreign exchange outgo. : Rs. Nil DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm: i. that in the preparation of the annual accounts for year ended 31st March, 2014 the applicable accounting standards have been followed with no departures there from; ii. that 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 31st March, 2014 and of the profit of the Company for that year; iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; iv. that the Directors have prepared the annual accounts for the year ended 31st March ,2014 on a going concern basis. The above statements have been noted by the Audit Committee at its meeting held on 30th May,2014 . ALTERATION IN ARTICLES OF ASSOCIATION OF THE COMPANY : The special resolution for altering the Articles of Association of the Company substituting the new Articles of Association in place of the existing Articles of Association based on Table 'F' of the Companies Act, 2013, which sets out the model Articles of Association for a company limited by shares, is proposed for the approval of the members at the ensuing Annual General Meeting. CONSOLITED FINANCIAL STATEMENTS; The Audited Financial Statement for the year under review ended 31st, march 2014 is annexed to this report. The Report and standalone audited accounts of all subsidiary companies along with statement pursuant to section 212 of the companies Act, 1956 containing full details of the performance also form part of this Annual Report. These statements have been prepared on the basis of audited financial statement received from the subsidiary Companies as approved by their respective Boards. AUDITORS ; M/S. A. C. MODI 86 ASSOCIATES, Chartered Accountants, the present Auditors of the Company have furnished a certificate regarding their eligibility for reappointment. You are requested to appoint auditors of the company and fix their remuneration. FOR AND ON BEHALF OF THE BOARD DIRECTORS PLACE: MUMBAI, DATED: 30th May,2014 |