DIRECTORS REPORT Your Directors have pleasure in presenting before you the ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March,2011, OPERATIONAL HIGHLIGHTS During the year under review, company has posted a turnover of Rs.175.46 Cr. as against previous year turnover of Rs.92.12 Cr. registering about 100% growth. Company has made significant efforts in creation of market and name for its quality, Further" to report that Company Is taken serious Initiatives for- development of business and make dent in market share through good marketing strategies. Your directors are thereby wiping out losses incurred in the previous years and posting a decent growth. PUBLIC DEPOSITS During the period under review the Company did not accept deposits In terms of Section 58A of the Companies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies (Reserve Bank) Direction 1997. DIRECTORS Mr. Sandip Sheth, Director of the company retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment, The brief resume and other details of directors, who are to be re-appointed as stipulated under clause 49 (IV) (G) of the listing agreement, are furnished in the corporate Governance Report forming part of the Annual Report. During the year no changes had taken place in the constitution of the Board of Directors of the Company. AUDITORS M/s, N. L. Upadhyaya, Chartered Accountants, Mumbai, the Auditors of the Company retires at the conclusion of this Annual General Meeting. They are eligible for reappointment and indicated their willingness to act as an Auditor, if appointed and the appointment shall be In the limits prescribed under the provision of the Companies Act, 1956. PARTICULARS OF EMPLOYEES There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO, The operations of the company are not energy-intensive. However adequate measures have been taken to reduce energy consumption by using energy efficient computers and equipments with the latest technologies. Your company constantly evaluates new technologies and invests in them to make Its infrastructure more energy-efficient. Currently your company use During the year under review the Company has no foreign exchange earnings and outgo. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors hereby report that; (a) in the preparation of annual accounts, the applicable accounting standards have been followed; (b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2011; (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 for preventing and detecting fraud and other irregularities: (d) Annual accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE AND COMPLIANCE A report on corporate governance along with Management Discussion and Analysis is annexed to this report as Annexure. Certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report. The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49. ACKNOWLEDGEMENT The Board of Directors take the opportunity to thank the Bankers and Government for the Co-operations and support by them from time to time In the operation of the company during the year. The Board also place on record its deep appreciation for the contribution made by the employees at all levels. By order of the Board For Highland Industries Ltd (Nimish Thakore) Chairman Place :Mumbai Date : 05-08-2011 |