Disclosure in board of directors report explanatory Directors’ Report Dear Members, Your Directors are pleased to present the Seventh annual report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditors' Report for the financial year ended March 31, 2014. The highlights for the year under review are given below: Financial Results (Amount in Rs)Particulars | 2013-2014 | 2012-2013 | Gross Total Income | 45,766,268 | 9,936,692 | Less: Expenditure | 28,350,113 | 3,422,628 | Profit Before Taxation | 17,416,155 | 6,514,064 | Less: TaxationCurrent tax expense for current yearDeferred tax expense Short provision for income tax | 5,858,403(99,075)11,431 | 1,996,731------ | Net Profit After Tax | 11,645,396 | 4,517,333 | Review of Business Your Directors are pleased to inform that during the financial year under review, your Company has earned net profit after tax of Rs. 11,645,396 as compared to previous year’s net profit after tax of Rs. 4,517,333. Dividend With a view to conserve resources of your Company for future business requirements, your Directors’ do not recommend any dividend for the financial year under review. Deposits During the period under review, your Company has not accepted / renewed any deposits with the meaning of Section 58A of the Companies Act, 1956 and Section 73 of the Companies Act, 2013 and the rules made thereunder. Auditors M/s Sharp & Tannan Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. M/s Sharp & Thannan Associates have sought re- appointment and confirmed that their re-appointment shall be within the limits of Section 139 of the Companies Act, 2013. The necessary eligibility certificate under Section 141 of the Companies Act, 2013 has been received from them. Your Board recommends appointment of M/s Sharp & Tannan Associates, Chartered Accountants, as the Statutory Auditors of the Company to hold office from this Annual General Meeting to the conclusion of next Annual General Meeting. Directors In accordance with the provisions of Section 152 of Companies Act 2013 and in terms of applicable provisions of the Articles of Association of the Company, Mr.Narendra Jain, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment. Mr. Vishal Rana (holding DIN 02029689) has been appointed by the Board as an Additional Director of the Company with effect from March 10, 2014. As per provisions of Section 161, and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, Mr. Vishal Rana holds the position till the date of the ensuing Annual General Meeting of the Company. Further, Pursuant to Section 161 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Vishal Rana as Director of the Company and his appointment shall be liable to retire by rotation at the Annual General Meeting. Mr. Pallab Mukherji was appointed as Director with effect from August 9, 2012 and has resigned with effect from March 10, 2014. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Since the Company is engaged in the service industry, the Company does not consume substantial energy. It is the policy of the management to keep abreast of technological developments in the field in which the Company is operating and to ensure that the Company uses the most suitable technology. The Company had no foreign exchange earnings and outgo during the year. Particulars of Employees There are no employees who are in receipt of remuneration in excess of the rates or amounts as specified under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975. Director’s Responsibility Statement As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed;(b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2014, and of its profit for the year ended on that date;(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;(d) The annual accounts have been prepared on an ongoing concern basis. Particulars of Employees There are no employees who are in receipt of remuneration in excess of the rates or amounts as specified under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975. Secretarial Compliance Certificate A Secretarial Compliance Certificate as required in terms of the provisions of Section 383A of the Companies Act, 1956, and applicable provisions of the Companies Act, 2013 has been obtained from M/s. Mahesh M. Darji, Practising Company Secretary and is attached to this report. |