DIRECTORS’ REPORT To the Shareholders, Your Directors take pleasure in presenting the 18th Annual Report of and the audited accounts of the Company for the year ended 31st March 2012. RESULTS OF OPERATIONS Total revenue of the Company for the financial year is Rs.9,26,856/- as compare to Rs.10,60,288/- in the corresponding previous year and the Company has achieved a net profit of Rs.1,50,161/- as compared to Rs.84,082/- in the corresponding previous yea r. DIVIDEND In order to conserve the reserves to meet the needs of increased operation of the Company, the Board of Directors has decided not to declare dividend for the year. FIXED DEPOSITS Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975. BOARD OF DIRECTORS Composition: The Board of the Company comprises of three Directors. Retirement by Rotation: In accordance with the requirements of the Companies Act, 1956 and provisions of the Articles of Association of the Company, Mr. Sawan Jajoo, retire by rotation and being eligible, offer himself for reappointment. CORPORATE GOVERNANCE A Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is annexed to this Report alongwith the requisite Certificate from the Auditors of the Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance. 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: 1. that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. that 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 at the end of the financial year and of the profit of the Company for the year under review; 3. that the Directors had 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; 4. that the Directors had prepared the annual accounts for the year under review, on a ‘going concern’ basis. AUDITORS M/s. Gupta Saharia & CO., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION: Considering the nature of the Business of your Company there are no particulars which are required to be furnished in this report relating to conservation of energy and technology absorption. FOREIGN EXCHANGE EARNINGS AND OUTGO The Foreign Exchange earnings and outgo of the Company during the year under review amounted to Rs. Nil. PARTICULARS OF EMPLOYEES There are no employees whose details are required to be given in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975. ACKNOWLEDGEMENTS The Directors thank the Company’s customers, vendors, investors, business associates and bankers for the support to the Company. The Directors also thank the Government, Statutory and Regulatory authorities and appreciate and value the contributions made by every employee of the Company. For and on behalf of the Board of Directors Sanjay Minda Director Place: Mumbai Date: 1 3/08/2012 |