| The Directors have pleasure in presenting their 17th ANNUAL REPORT
together with the Audited Accounts of the Company for the year ended on
31st day of March 2011.
FINANCIAL HIGHLIGHTES:
(Rs. in Lac)
For the year
ended on For the year
ended
31.03.2011 on 31.03.2010
Turnover 13.74 62.19
Other Income - -
Increase / Decrease in Stock - -
Total Income 13.74 62.19
Total Expenditure 51.78 73.70
Profit / (Loss) before Taxation (38.04) (11.55)
Provision for Tax - -
Profit / (Loss) after Taxation (38.04) (11 55)
Balance b/f from Previous Year (31.32) (19.77)
Deferred Tax - -
Earlier Year Adjustments - -
Balance Carried to Balance Sheet (69.36) (31.32)
OPERATIONAL REVIEW:
The Sales for the period ended 31.03.2011 were at Rs.1374275 as against
Rs.6210323 for the previous year ended 31.03.2010. The Profit / (Loss)
After Tax is Rs. (3804155)against Rs. (1155166) for the previous year
ended 31.03.2010.
DIVIDEND:
In view of the revival of the company's operation, your Directors
have decided not to recommend any dividend on account for the year
under operation.
MANAGEMENT DISCUSSION AND ANALYSIS:
As required by clause 49 of the Listing Agreement with the Stock
Exchange, a Management Discussion and Analysis Report are appended.
DIRECTORS:
Mr. Sushil Kumar Jain retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. Your
Directors recommends his re-appointment.
Mr. Hardik M Shah, Mr. Darshik B Gajjar and Mr. Yashesh Susmit Sutaria
has resigned from the Board of Director of the Company w.e.f.
12-8-2011. The Board placed their sincere appreciation for the services
rendered by them during his tenure as director of the Company.
Mr. Sadanand C Pandey was appointed as additional director during the
year however he has resigned from the Board of Directors due to his
other assignments.
During the year under review Mr. Sushil Kumar Jain was appointed as
Whole Time Director of the * Company in the Extra Ordinary General
Meeting held on 8th October, 2010.
Mr. Haraprosad Banerjee & Mr. Losho Daikho Mao were appointed as
additional directors of the Company on 4.11.2010 and 21.4.2011
respectively by the Board of Directors of the Company, at their
meeting, as per the provisions of Section 260 of Companies Act 1956.
They hold office of the Company up to the conclusion of the ensuing
Annual General Meeting. As required by Section 257 of the Companies Act
1956, a notice has been received from a member signifying his intention
to propose the candidature of Mr. Haraprosad Bannered & Mr. Losho
Daikho Mao as Directors of the Company. The Board recommends their
appointment as Directors.
CHANGE OF CONTROL OF MANAGEMENT :
During the period under review, pursuant to Regulation 12 of Securities
and Exchange Board of India (Substantial Acquisitions of Shares and
Takeover) Regulations, 1997 ("the SEBI Regulations"), Listing
Agreements and other applicable rules, Companies Act, 1956, the
shareholders through the process of Postal Ballot approved the change
in control and management of the Company from the existing management
to Mr. Sushil Kumar Jain and Mr. Sadanand C. Pandey. w.e.f.
15-12-2010. However, due to preoccupation, Mr.Sadanand Pandey has
resigned from the post of director w.e.f. 26-4-2011.
CHANGE OF NAME AND CHANGE OF OBJECT :
During the period under review the new management has taken the control
of the company. To increase the profitability and considering the best
interest of the shareholders, the management has decided to venture
into coal and mining activities, which was already covered under the
Memorandum of Association. Since the coal and mining activities will be
the main business activities of the Company and hence it has been
decided by the Board to incorporate the same in the main object clause
and consequent to that the name of company has also been decided to
change to Exotic Coal Limited. The Registrar of Companies has already
allotted the name. The share holders of the company have also approved
both the resolution through process of postal ballot. The Company has
filed necessary papers with the Registrar of Companies for change of
name and object of the Company.
SHIFTING OF REGISTERED OFFICE FROM GUJARAT TO NAGALAND :
The location of the mining site and managerial personnel are based in
the state of Nagaland. As a measure of rationalization and to carry on
the business of the Company more economically & efficiently, it is
proposed to shift the Registered Office from the state of Gujarat to
the state of Nagaland. The Company has already submitted the petition
with the Hon'ble Company Law Board, Western Region, Mumbai and is
pending for further process and action.
FORFEITURE OF EQUITY SHARES :
During the period under review', the company has forfeited 1805200
equity shares on 21 -8-2010 after sending due notices to the
shareholders for repayment of calls money.
PERSONNEL:
There were no employees during the year or part of the year drawing
remuneration, which falls within the preview of the provisions of
Section 217 (2 A) of the Companies Act 1956.
CONSERVATION OF ENERGY, ABSORP TTON OF TECHNOLOGY & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information relating to Conservation of Energy, Technology absorption
and Foreign Exchange Earning and Outgo as stipulated under Section 217
(1) (e) of the Companies Act 1956 read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules 1988 is set
out in the separate statement, attached to this report & forms part of
it.
AUDITORS'REPORT:
The observation made in the Auditors Report read together with relevant
notes thereon are self explanatory and hence do not call, any further
comments under Section 217 of the Companies Act 1956.
AUDITORS:
The Existing Auditors M/s N. S. Shah & Associates, Chartered
Accountants, Ahmedabad, do not wish to continue as the auditor of the
company due to their other preoccupations and have submitted their
resignation to the Company. The Board proposed to appoint M/s. Changer
& Co., Chartered Accountant, Kolkata as the new Auditors of the
Company. The Company has received letters from them to effect that
their appointment, if made, would be within the prescribed limits under
Section 224( IB) of the Companies Act, 1956.
Pursuant to the provisions of Section 224(1) of the Companies Act,
1956, any changes in the Auditors of the company need the shareholders
approval. Thus, The Board recommends their appointment as Directors.
FIXED DEPOSITS:
The Company has not invited / accepted / renewed any fixed deposits as
per the provisions of Section 58 A of the Companies Act 1956 from the
public during the year under review.
CORPORATE GOVERNANCE:
A separate report on the Cooperate Governance and Management Discussion
& Analysis is attached as a part of the Annual Report. The Auditors'
Certificate regarding compliance of the conditions of Cooperate
Governance is also annexed.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act 1956, the directors
would like to state that:
i) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) The Directors have 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.
m) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the Annual Accounts on a going concern
basis.
ACKNOWLEDGEMENTS:
Your Company & its Directors wish to extend their sincerest thanks to
the Bankers, State Government, Customers, Suppliers and Staff for their
continuous co-operation & guidance.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Date: 5th September, 2011
PLACE: Ahemdabad SUSHIL KUMAR JAIN
EXECUTIVE DIRECTOR |