Dear Members
The Directors have pleasure in presenting the 23rd Annual Report on
the business and operation of the Company together with audited
statement of accounts for the period ending 31st Mar'14.
1. FINANCIAL RESULTS:
Particulars Financial year ended 31st March
2014 2013
Operating Income 2,11,04,859 2,28,58,607
Other Income 7,49,796 28,46,116
Total Receipts: 2,18,54,655 2,57,04,723
Employee Benefit Expenses 4,80,986 6,49,643
Depreciation & Amortization
expenses 7,33,996 7,24,365
Finance Cost 53,082 40,043
Other Expenses 2,03,46,927 2,39,34,464
Total Expenses 2,16,14,991 2,53,48,515
Profit Before Tax: 2,39,664 3,56,208
Tax Expenses MAT 46,920 70,795
MAT (46,920) (70,795)
Deferred Tax (1,84,687) 3,06,012
Profit for the period : 4,24,351 50,196
Earning Per Share (in Rs.) 0.13 0. 02
2. APPROPRIATION:
No amount is proposed to be transferred to Reserves. The Profit has
been carried over to Balance Sheet under Surplus in statement of Profit
& Loss.
3. DIVIDEND
In order to conserve funds of the Company, for future expansion plans,
the Board of Directors regrets that no dividend is being recommended
for the year under review.
4. PERFORMANCE REVIEW
Due to tough competition in the market, the total income for the
financial year 2013- 14 is Rs.218.53 lacs as against Rs. 257.05 lacs
for the year 2012-13. The profit before tax is Rs.2.39 lacs and profit
after tax is Rs.4.24 lacs for the year under review against the profit
before tax of Rs.3.56 lacs and profit after tax of Rs.0.50 lacs for the
year 2012-13 respectively.
Total expenses decreased from Rs. 253.49 lacs to Rs. 216.15 lacs during
the financial year 2013-14 as compared to previous year, whereas other
income for the financial year 2013-14 is Rs.7.50 lacs as against
Rs.28.46 lacs in financial year 2012-13.
Your Directors feel that the prospects for the current year are much
favorable as compared to the year under review. The Company has
expansion plans and is making all efforts cope up with the market
situations and increase the operations.
5. No material changes and commitment occurred since the conclusion of
the financial year.
6. PERSONNEL:
Since there was no employee who was drawing more than Rs.60.00 Lacs per
annum, if employed through out the year, or Rs.500000/- per month if
employed for the part of the year, the required information under
sub-section (2A) of section 217 of the companies Act, 1956 read with
companies (particulars of the employees) rules 1974 as amended is not
given.
7. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:
In accordance with the requirements of section 217 (i) (e) of the
companies Act, 1956 read with the companies (disclosure of particulars
in report of Board of Directors) rules 1988, regarding conservation of
energy, please refer enclosed Form-A (Rule - 2).
R&D efforts were not made towards technology absorption and no foreign
exchange outgo and inflow included during the year.
8. MANAGEMENT DISCUSSION AND ANALYSIS:
A report on Management Discussion and Analysis (MDA), which is forming
part of this Report, inter-alia, adequately deal with the operations as
also current and future outlook of the Company.
9. DEPOSITS:
Company has not accepted any deposits from public which is covered
within the meaning of section 58-A & 58-AA of companies Act.
10. DIRECTORS
Shri Dipesh Mahendra Sheth & Shri Parag Pratap Shah Directors of the
Company retire by rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment. Your directors
recommend his appointment.
During the year Shri Ravi Kamra & Shri Kantilal Chunnilal Sheth
resigned from the Board and Shri Rajendra Khushaldas Shah joined the
Board.
Directors declared that no directors are disqualified from being
appointed as Director of the Company under Section 184 of The Companies
Act, 2013.
11. 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:-
i. That in the preparation of the account for the financial year ended
on 31st March' 2014, the applicable accounting standards have been
followed and there were no material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
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 or loss of the company for the year under review;
iii. That the Directors have taken proper a 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;
iv. That the Directors have prepared the accounts for the financial
year ended 31st March' 2014 on a going concern basis.
12. AUDITORS
M/s Sunil Johri & Associates, Chartered Accountants, who are the
Statutory Auditors of the Company will retire at the conclusion of the
forthcoming Annual General Meeting and are eligible for re-appointment,
subject to the approval of shareholders. The Company has received
letter from them to the effect that their reappointment, if made, would
be within the prescribed limits of section 139 (2) of the Companies
Act, 2013 and that they are not disqualified for reappointment within
the meaning of Section 141 of the said Act. Members are requested to
consider their reappointment on a remuneration to be decided by the
Board and the Auditor mutually for the ensuing Financial Year i.e.
2014-15.
13. AUDITORS OBSERVATION:
Remarks made by the auditors in their report on the accounts examined
by them are self-explanatory.
14. VIGIL MECHANISM:
As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49
of the Listing agreements with the Stock Exchanges has to establish a
Vigil Mechanism for Directors and employees to report genuine concerns.
15. ACKNOWLEDGEMENT
Your directors wish to place on record their sincere appreciation to
the devoted service rendered by employees of the company. Your
directors also acknowledge with gratitude the co-operation and
assistance extended by bankers and all persons who have directly and
indirectly contributed to the success of the company. Your directors
also acknowledge the trust and confidence you have reposed in the
company.
0T
PERSONNELWITH THE COMPANY'S CODE OF CONDUCT:
This is to confirm that the Company has adopted Code of Conduct for its
employees including the Managing Director. In addition, the Company has
adopted a Code of Conduct for its Non-Executive Directors. I confirm
that the Company has in respect of the financial year ended March 31,
2014, received from the senior management team of the Company and the
Members of the Board a declaration of compliance with the Code of
Conduct as applicable to them.
BY AND ON BEHALF OF THE BOARD.
PLACE: RAIPUR (C.G.)
DATED: 30/05/2014
Sd/- Sd/-
(DIPESH SHETH) (PARAG SHAH)
DIRECTOR DIRECTOR |