DIRECTORS' REPORT (2013-14) Dear Shareholders, 1. Your Directors present herewith the 51st Annual Report of the Company with the Audited Statement of Accounts for the financial year ended 31st March, 2014. 2. YEAR IN RETROSPECT : Loss for the year was at Rs. 11.36 Lacs (Previous Year Rs. 18.18 Lacs). The total Accumulated Loss as on 31st March, 2014 was of Rs. 9934.61 Lacs. Pursuant to disposal of all the Assets on 17/10/2006, the Company is left with no manufacturing or business activity. During the year under review Resons Investment P. Ltd. (Resons) recalled the interest free short term loan advanced to the Company. On failing to repay the same on recall Resons served on the Company Notice U/s. 433, 434 and 439 of the Companies Act, 1956 to recover the said loan. The Company requested for some time as it had no resources available to repay. Resons had informed that it will file a petition before the Hon. Hight Court, Gujarat for winding up of the Company. 3. FIXED DEPOSITS : During the year under review, the Company has neither invited nor accepted any Fixed Deposits from the Public. 4. DIRECTORS : Pursuant to Article 131 of the Articles of Association of the Company, Shri Mahendra S. Shah, Director retires by rotation and being eligible, offers himself for re-appointment. 5. DIRECTORS' RESPONSIBILITY STATEMENT : As required under Section 134(5) of the Companies Act, 2013 your Directors confirm that: (a) in preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations relating to material departure; (b) the directors had 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 on 31st March, 2014 and of the 'Loss' of the Company for the year ended 31st March, 2014; (c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) Since manufacturing facilities comprising of all the movable assets of the Company sold by the Secured Lenders there is no manufacturing activity or business activity and in such circumstances it could not be continued as a 'going concern'. (e) the Directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively. (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such system are adequate and operating effectively. 6. (a) AUDITORS : M/s J. C. Mistry, Chartered Accountants, the present Auditors, retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. Members are requested to appoint the Auditors and fix their remuneration. (b) AUDITORS' REPORT : The Notes to the Accounts referred to in the Auditors' Report and observations, qualifications made by the Auditors in their report are self contained and self explanatory and also have been properly dealt within the Notes to the Accounts and therefore do not call for any further explanation under Section 134 of the Companies Act, 2013. 7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO : As the Company has no manufacturing operations there is no question of conservation of energy. The company has not imported any technology during the financial year. The Company had no foreign exchange earnings and expenditure during the year. 8. LISTING OF SHARES : Equity Shares of the Company are listed with Bombay Stock Exchange Ltd. 9. CASH FLOW ANALYSIS : In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March, 2014 is annexed hereto. 10. DEPOSITORY SYSTEM : Your Company continues its arrangement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for dematerialization of the Shares in accordance with the provisions of the Depositories Act, 1996. 11. CORPORATE GOVERNANCE : As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis and Corporate Governance Practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is set-out as separate Annexure to this report 12. ENVIRONMENT, SAFETY AND POLLUTION CONTROL : As the Company has no manufacturing operations there is no question of compliance as to Safety, Environmental and Pollution Control. 13. SECRETARIAL COMPLIANCE : Pursuant to the provisions of Section 204 of the Companies Act 2013, the compliance certificate dated 27th May, 2014 of Shri I. D. Joshi, Practicing Company Secretary as to registers, records, books and papers under the Companies Act 2013 is attached herewith in the Annual Report. BY ORDER OF THE BOARD OF DIRECTORS KANTILAL K. SHETH CHAIRMAN & MANAGING DIRECTOR Place : Mumbai Dated : 27th May, 2014 Regd. office : 'JYOT', Kanta Stree Vikas Grah Road, Bhakti Nagar, Rajkot - 360 002 |