| Dear Members,
The Directors present the Twentieth Annual Report on the operations of
the Company together with the audited accounts for the year ended 31st
March, 2014.
Financial Results:
Financial Results for the year ended 31st March, 2014 are as under:
(Amount in Rs.)
Current Previous
Financial Year Financial Year
2013-14 2012-13
Other Income 83,224,938 6,962
Loss before Depreciation,
Interest and Tax (PBDIT) (129,315,089) -
Less: Interest 790,685 805,190
Depreciation 4,749,130 5,572,682
Loss before Taxation (134,854,903) (12,985,880)
Less: Provision for Taxes
- Deferred Tax Asset - 773,286
Loss after Taxation (134,854,903) (13,759,166)
Performance:
During the year under review, your Company has not carried out any
operation. The Company has incurred a loss of Rs. 13.48 crores compared
to Rs. 1.38 for the previous financial year.
Dividend:
Your Directors do not recommend final dividend for the Financial Year
2013-14.
Directors:
In accordance with the provisions of Companies Act, 2013, and Articles
of Association of the Company, Mr. Rushabh Shah, Managing Director of
the Company, shall retire by rotation at the ensuing Annual General
Meeting and being eligible offer himself for re- appointment. The Board
of Directors recommends his re-appointment.
It is proposed to appoint Mr. Sadanand Kotnis and Ms. Kavita Jamsutkar
as Independent Directors under the provisions of revised clause 49 of
Listing Agreement and they also meet the criteria of independence as
provided under Section 149(6) of the Companies Act, 2013. It is
proposed to appoint them, in the ensuing Annual General Meeting, as
Independent Director in terms of Section 150(2) of the Companies Act,
2013 for a term of five consecutive years as stated in Section 149(10)
of the Companies Act, 2013 and respective resolutions for the
appointment of independent director to this effect are incorporated in
the Notice of the ensuing Annual General Meeting.
Pursuant to the provisions of Section 160 of the Companies Act, 2013,
the Company has received a Notice in writing from one of the members of
the Company, signifying his intention to propose the candidatures of
the said two Directors for the offices of Independent Directors of the
Company, respectively. In terms of Section 149 (13) of the Companies
Act, 2013, the provisions of Section 152(6) and (7) of the said Act in
respect of retirement of director by rotation shall not be applicable
to appointment of Independent Directors.
Directors' Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
* in the preparation of the annual accounts, the applicable Accounting
Standards have been followed and no material departures were found;
* 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 loss of the Company for
the year;
* 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;
* the annual accounts for the year ended 31st March, 2014 have been
prepared on going concern basis.
Public Deposits:
The Company has not accepted any deposit pursuant to provisions of
Section 58A of the Companies Act, 1956.
Auditors:
M/s. K. S. Subramanyam & Co., Chartered Accountants, the Statutory
Auditors of the Company, retires at the ensuing Annual General Meeting
and eligible for re- appointment. The retiring Auditors have furnished
a certificate of their eligibility for re- appointment under Section
139(1) of the Companies Act, 2013 and have indicated their willingness
to continue in the said office.
Auditors' Report:
As regards observations of the Auditors for nonpayment of certain
Statutory Dues and default in payment of dues to financial institutions
/ banks, the Board of Directors would like to state that the Company
has not carried out any operations during the year under review. Hence,
due to non availability of liquidity the said dues have been remained
unpaid. Necessary steps have been taken to revive the Company in
current financial year.
Corporate Governance:
A Report on Corporate Governance and Management Discussion & Analysis
Report pursuant to Clause 49 of the Listing Agreement are annexed
hereto and form part of this report.
Particulars of Conservation of Energy, Technology Absorption,
Adaptation and Innovation and Foreign Exchange Earnings and outgo:
During the year under the review, your Company has neither undertaken
any manufacturing activity nor any Research & Development activities
nor imported any technology. Hence, particulars regarding conservation
of energy & technology are not furnished.
The Company has neither earned nor expended any amount in foreign
exchange during the year under review.
Particulars of Employees:
During the year under review, none of the employees of the Company,
whether employed for the whole year or part thereof, was in receipt of
remuneration aggregating to or in excess of the limits specified under
Section 217(2A) of the Companies Act, 1956 read with Companies
[Disclosure of particulars in the Report of Board of Directors] Rules,
1968 and hence, no Particulars of Employees are required to furnish in
connection with the said Rules.
Acknowledgements:
The Board wishes to place on record its sincere appreciation for the
continuous support received from Shareholders, Customers, Suppliers,
Bankers, Statutory Authorities and all other business associates. The
Board also takes this opportunity to thank the employees at all levels
for their hard work, commitment and invaluable contribution to the
Company's operations.
For and on behalf of the Board
Sd/-
Rushabh Shah
Chairman & Managing Director
Date: 1st September, 2014
Place: Mumbai
REGISTERED OFFICE
320/7, Siddhivinayak Society,
Hingwala Lane, Pant Nagar,
Ghatkopar (East),
Mumbai-400075
Phone: 022-25012768
E-mail: [email protected]
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