DIRECTORS' REPORT To, The Members SHYAMA INFOSYS LIMITED Your Directors have pleasd to present the 24th Annual Report together with the statement of audited accounts of the Company for the financial year ended 31st March, 2014. THE COMPANIES ACT, 2013 The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2013 (CA2013/ ACT) in tranches in September, 2013 and March, 2014 with majority of the sections as well as rules being notified in March, 2014. The Companies Act, 1956 continues to in force to the extent of the corresponding provisions of the CA2013 which are yet to be notified. MCA vide its circular dated April 4, 2014 has clarified that the financial statements and documents annexed thereto, auditor's report and board's report in respect of the financial year that have commenced earlier than April, 2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same the company's financial statement, auditor's report and Board's report and attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956. DIVIDEND The directors are unable to declare any dividend due to unfavourable financial result of the Company. DISCLOSURE OF INFORMATION PURSUANT TO SECTION 217(1) (E) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988. The Company has not commenced any manufacturing activity during the period under review and as such the requirement under the aforesaid rules for the disclosure of information as regards conservation of energy and technology absorption is not applicable to the Company. The Company has not carried on during the year under review any activity relating to exports and has not used or earned any foreign exchange. FIXED DEPOSIT The Company has not accepted any deposits under the provision of section 58A of the Companies Act, 1956. EMPLOYEES The particulars pursuant to section 217(A) of the Companies Act, 1956 are not required since none of the employees are drawing remuneration exceeding the prescribed limits. DIRECTORS Sri Avijit Dey and Sri Raj Kumar Tharad retire by rotation and being eligible offer themselves for reappointment. 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 : i) that in the preparation of the annexed accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures ; ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affaires of the Company at the end of the financial year and of the Loss of the Company for the year under review ; iii) that 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) that the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis. COMPLIANCE CERTIFICATE A certificate from the auditors of the company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is attached to this report. REGISTERED OFFICE The Company has changed its registered office to B-6, Hema Industrial Estate, Sarvodaya Nagar, Jogeshwari East, Mumbai - 400 060 with effect from 15-11 -2013. SECRETARIAL AUDITOR Since Secretarial Auditor is mandatory under the Companies Act, 2013, the Board will appoint Secretarial Auditor for the financial year 2014-15. AUDITORS M/s. S. K.Das & Associates, Chartered Accountants, Kolkata, Auditors of the Company being eligible for re-appointment expressed their willingness for appointment to the office of Auditor's. Your Board of Directors recommend M/s. S. K. Das & Associates, Chartered Accountants, Kolkata for being reappointed as Auditors of the Company in accordance within the limits as prescribed under section 224(1B) of the Companies Act, 1956 and shall hold office till the conclusion of next Annual General Meeting of the Company. ACKNOWLEDGEMENTS Yours Directors place on records their gratitude and thanks for the co-operation and support of Banks, Governmental Agencies, Business Associates and employees. By Order of the Board Sd/- Pradeep Kumar Garg Director Place : Mumbai Dated : 29th May, 2014 |