| Disclosure in board of directors report explanatory DIRECTORS’ REPORT Dear Members, Your Directors have immense pleasure in presenting the 13th Annual Report of the Company together with the Audited Annual Accounts for the financial year ended March 31, 2012. FINANCIAL HIGHLIGHTS The financial results of the Company for the year ended March 31, 2012 and March 31, 2011 are set forth below:(Amount in Rupees)Particulars | March 31, 2012 | March 31, 2011 | Income | 8,000,278 | 26,834,581 | Expenditure before finance costs, depreciation/amortisation cost and exceptional items | 15,122,204 | 24,961,419 | Profit/ (Loss) before finance costs, depreciation/amortisation, exceptional items and tax | (7,121,926) | 1,873,162 | Less: Finance costs, depreciation and amortisation expense | 4,692,297 | 929,020 | Profits/ (Loss) before exceptional items and tax | (11,814,223) | 944,142 | Less: Tax expense | (4,576,097) | 1,196,217 | Profit/ (Loss) for the year | (7,238,126) | (252,075) |
OPERATIONAL PERFORMANCE During the period under report, the Company has total income in the Financial Year ended March 31, 2012 is Rs. 8,000,278 and loss after tax is Rs. 7,238,126 as against total income of Rs.26,834,581 and loss after tax is Rs. 252,075 in the previous year ended March 31, 2011. DIVIDEND Since the Company does not have any profits in the Financial Year ended 2011-12, the Board does not propose any dividend. DIRECTORS Mr. Ramalingan Vedam Alampallam was inducted on the Board as an Additional Director on November 10, 2011. As per the terms of Section 260 of the Companies Act, 1956, the tenure of office of an Additional Director shall expire on the forthcoming Annual General Meeting of the Company. However, the Company has received a notice under Section 257 of the Companies Act, 1956 from its member proposing the appointment of Mr. Ramalingan as Director liable to retire by rotation. Mrs. Amita Bishnoi Director,retires by rotation at the forthcoming Annual General Meeting, being eligible, offers herself for re-appointment. AUDITORS’ REPORT The observations made in the Auditors' Report, read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under section 217 of the Companies Act, 1956. AUDITORS M/s. R. G. Luthra & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing annual general meeting and being eligible for reappointment, have signified their willingness to act in that capacity if re-appointed. A certificate has been received from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. COMPLIANCE CERTIFICATE As required under section 383A of the Companies Act, 1956 read with Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from M/s. Rajesh Sharma & Co., Company Secretaries which is attached with the Directors’ Report. PUBLIC DEPOSITS The Company has neither invited nor accepted any deposits from the Public pursuant to section 58A of the Companies Act, 1956 during the year under reference. PARTICULARS OF EMPLOYEES The Company did not have any employee drawing salary more than the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the Financial Year ended March 31, 2012, therefore, particulars required to be disclosed thereunder have not been given.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FORIEGN EXCHANGE EARNING & OUTGO Since the Company is not carrying on any manufacturing activity, no particulars are required to be furnished under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption. There was no foreign exchange earning and outgo during the year. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors’ Responsibility Statement, it is hereby confirmed:- (i) that in the preparation of the Annual Accounts for the financial year ended March 31, 2012, 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 judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year ended March 31, 2012 and of the profit or loss of the company for that period; (iii) that the directors had taken proper and sufficient care for the maintenance of the 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 frauds and other irregularities; and (iv) that the directors had prepared the accounts for the financial year ended March 31, 2012 on a going concern basis. ACKNOWLEDGEMENT Your Directors wish to place on record their sincere appreciation and thanks to Government Authorities, Bank, all the employees of the Company and other business associates for the support given by them to the Company.
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