The financial year of the Company-has been closed on 31st March, 2008. Your Directors therefore present their Report together with the Audited Accounts for the financial year of Twelve Months ended 31st March, 2008. PERFORMANCE The total turnover during the reporting period had slightly increase from Rs.1.64_Crores (proportionate for twelve months to Rs. 1.73 Crores in twelve months thereby showing increase by around 5%. ENERGY CONSERVATION, ETC. Since the company does not have manufacturing activities during the year under report, particulars of conservation of energy, technology absorption, are not mentioned in this report. The foreign exchange earnings and outgo during the year under report were nil. AMALGAMATION OF SUBSIDIARY COMPANIES Your Company's four wholly owed Subsidiaries viz. Mayoga Investments Ltd, Maparna Investments Ltd., Mahagauri Investments Ltd. and Mahananda Investments Ltd. have filed petition for merger with our company. The High court at Mumbai vide its order dated 8th October, 2004, has admitted petition of merger filed by Mayoga Investments Ltd, Maparna Investments Ltd., and Mahagauri Investments Ltd. The petition of merger filed by Mahananda Investments Ltd. in High Court at Ahmedabad is pending for final disposal. A Statement pursuant to Section 212 of the Companies Act, 1956, relating to your Company's Subsidiaries is attached to the Balance Sheet. CONSOLIDATED FINANCIAL STATEMENT As required by SEBI Regulation and by Accounting Standard 21 of the Institute of Chartered Accountants of India, a Consolidated Financial Statement of your Company together with the Accounts of Subsidiaries is reported in the Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state as follows : a) In the preparation of the Annual Accounts, the Applicable Accounting Standards have been followed along with proper explanation relating to material departures. b) Appropriate Accounting Policies have been selected and applied consistently and have 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 3181 March,2008. 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 the company and detecting fraud and irregularities. d) The Annual Accounts have been prepared on going concern basis. MANAGEMENT DISCUSSIONS & ANALYSIS A separate Note on Management Discussions & Analysis is enclosed as per Annexure I and forms part of this Report. . CORPORATE GOVERNANCE A report of the Corporate Governance Code along with a certificate form the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report, stipulated under Clause 49 of the Listing Agreements are annexed to this report. The company has taken efforts to appoint a company secretary however considering present pay structrue we cannot afford to have full time company secretary, hence services of senior practicing Company secretary Mr.Rakesh Kapur are utilized. AUDITORS Messers. Ponkshe Kulkarni & Co., Chartered Accountants, retire as Statutory Auditors at the Conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit committee of the Board recommends the re-appointment of Messrs Ponkshe Kulkarni & Co. as Auditors for the year 2008-09. Messers Ponkshe Kulkarni & Co. have confirmed their eligibility and willingness to continue to act as Auditors of the Company for the current year, if appointed. EMPLOYEES Industrial relations with the employees at various levels continue to be cordial. There are no employees falling under provisions of Section 217(2A) of the Companies Act, 1956. Your Directors express their thanks to the employees at all levels for their continued co-operation to the Management during the period year under review. AUDITORS' REPORT The observations made by the Auditors against item 4(f)(i) to (x) of their Report, have been duly clarified in Notes in the Schedule 18 forming part of the Balance Sheet and Profit and Loss Account, which are self-explanatory. On behalf of the Board Atulya. Y. Mafatlal CHAIRMAN Place : Mumbai, Dated, 18th August, 2008. |