| Dear members,
The Directors present their 24th Annual Report of the Company along
with audited statements of Accounts for the period ended from 1 st
October, 2012 to 31 st March, 2014. Since the report pertains to
financial year that commence prior to 1st April, 2014 the contents
therein governed by the relevant provisions/schedules/rules of the
Companies Act, 1956, in compliant with General Circular No. 08/2014
dated 4th April, 2014 issued by Ministry of Corporate Affairs. The
summarised financial results are given below.
SUMMARISED FINANCIAL RESULTS:
(rs. in Lakhs)
Sr. For For
No Particulars Period ended Period ended
31/03/2014 30/09/2012
1 Revenue from Operations 371.51 196.88
2 Other Income 5.94 1.63
3 Gross Income 377.45 198.51
4 Expenditure 270.42 97.09
5 Profit Before Interest &
Depreciation 107.03 101.42
6 Finance Charges 3.87 0.81
7 Gross Profit before Depreciation 103.16 100.61
8 Depreciation 27.53 20.91
9 Net Profit Before tax 75.63 79.7
10 Provision for tax 0 (0.51)
TT Net Profit After Tax 75.63 80.21
Operations:
The Company is seeking business opportunities on a regular basis and
will endeavour to take steps to revive the business subject to market
conditions. In the meantime Company earned its income by way of rental
income.
Dividend:
In view of inadequate profit, the Directors are unable to recommend
any dividend.
Fixed Deposits:
Your Company has not accepted any deposit within the meaning of
Section 58Aof the Companies Act, 1956, and the rules made there under.
Corporate Governance:
A separate report on Corporate Governance is furnished along with this
report and a certificate from Auditors of the Company regarding
compliance of conditions of corporate governance as stipulated under
clause 49 of the listing agreement is attached to this report.
Directors:
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Mr. Sanjay Khimji Gala and Mr.
Dilip M. Khona shall be retire by rotation at the ensuing Annual
General Meeting and, being eligible, offered themselves for
reappointment. Mr. Deepak C. Shah resigned from the post of
directorship w.e.f. 26th June 2013.
Auditors:
Mr. Mulraj D Gala, Chartered Accountant, retires at the ensuing Annual
General Meeting of the Company and being eligible, has offered himself
for re-appointment. The Audit Committee and Board of Directors
recommend the re-appointment of Mr. Mulraj D Gala, Chartered
Accountant as Statutory Auditors of the Company. .
Auditor's Report:
The Auditor's Report to the Shareholders is self explanatory.
Directors Responsibility Statement:
The Board of Director of the Company confirms that:
i. In preparation of the annual accounts, the applicable accounting
standards have been followed. There are no material departures from
the applicable accounting standards.
ii. Appropriate accounting policies have been selected and applied
consistently, and have made judgements and estimates that are
Reasonable and prudent so as to give true and fair view of the State
of affair of the Company for the period ended 1 st October, 2012 to 31st
March, 2014.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting record in accordance with the Provisions of
Companies Act, 1956, for safeguarding the assets of the Company and
for preventing and detecting fraud and Other irregularities; and
iv. The annual accounts have been prepared on a "going concern"
basis.
v. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate were operating effectively.
vi. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Particulars of Employees:
There were no employees drawing salary in excess of limits specified
under section 217(2A) of the Companies Act, 1956 read with Companies
(particulars of employees) Rules, 1975.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The Company has ceased to carry on any manufacturing activity. As such
there is nothing further to report on Conservation of Energy and
Technology Absorption.
Total Foreign Exchange used : Rs. Nil
Earned : Rs. Nil
Independent Directors:
The Independent Directors of the Company had submitted their
declaration in the First Board meetings of the directors that they
meet the criteria of the Independence as provided in sub-section 6 of
section 149 of companies Act 2013.
Board's Performance Evaluation:
The Board had set a performance targets for each individual directors
and intimate them to meet with theirtargets and discuss the
performance in each Board Meeting.
VIGIL Mechanism:
In pursuant to the provisions of section 177 (9) & (10) of the
companies Act, 2013 a vigil mechanism for directors and employees to
report the genuine concerns has been established.
Management Discussion and Analyses:
Pursuant to clause-49 of the Listing Agreement with the Bombay Stock
Exchange Limited, the Management Discussion and Analysis (MDA) is
required to be annexed to this report. There is nothing to mention in
this report as the company has disposed off its assets of its plant
and machinery pertaining to the Textile Division.
Acknowledgement:
Your Directors place on record their deep sense of appreciation of the
dedication of the Company's employees at all levels and are
confident they will maintain their commitment to excellence in the
coming years.
Your Directors also express their deep appreciation of the support
received from the Government and other Regulatory authorities.
Your Directors also thank you, our valued shareholders, the Financial
Institution, Banks, Dealers, Agents and customers for their continued
trust in the Company and its management.
For and on behalf of the Board
Amrut T. Shah
Date: 21st August, 2014 Chairman & Managing Director
Place: Navi Mumbai. |