| Dear Members,
The Directors present the 24th Annual Report together with the Audited
Financial Statements of the Company for the year ended 31st March,
2014.
FINANCIAL HIGHLIGHTS:
(Rs. In Lakhs)
Particulars For the Year For the Year
Ended Ended
March 31,2014 March31,2013
Total Revenue - -
Less: TotalExpenditure 17.69 10.38
Profit before Depreciation and
Amortization expenses, Finance Cost
and Tax (17.69) (10.38)
Less: Depreciation and Amortization
Expenses - -
Less: Finance Cost - -
Less: Provision for Tax - -
Profit before tax (17.69) (10.38)
Less: Provision for tax - -
Profit after tax (17.69) (10.38)
Balance of Profit/(Loss)as per
last Balance Sheet (4955.12) (4944.74)
Balance of Profit/(Loss) carried to
Balance Sheet (4972.80) (4955.12)
OPERATIONS:
During the year under review, the Company has not carried out any
business activities. The Company is in process of developing a state of
the art digital content delivery and analytics platform which will
enable investors to track information on the markets and also to
transact on such markets in a safe and secure manner. The management is
optimistic about the Company's future plans and policies for its growth
and expansion.
DIVIDEND:
In view of no business activity during the year under review and
accumulated losses, your directors do not recommend any dividend for
the year under review.
DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014 and
Articles of Association of the Company, Mr. Vijaysingh Padode, Managing
Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for
re-appointment. Your Board recommends the appointment of Mr.
Vijaysingh Padode as Director of the Company.
In terms of the provisions of Section 149 and 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014
which became effective from 1st April, 2014, an Independent Director of
a Company can be appointed for a term of 5 consecutive years and shall
not be liable to retire by rotation.
To comply with the above provisions, it is proposed to appoint Mr.
Nitin Sawant and Mr. Rakesh Magaji, Independent Directors of the
Company to hold office as such upto 31st March, 2019, who shall not be
liable to retire by rotation.
The Company has received declarations from both the Independent
Directors confirming that they meet the criteria of Independence as
prescribed under sub-section (6) of Section 149 of the Companies Act,
2013 and Clauses 49 of the Listing Agreement entered with the Stock
Exchanges. Your Directors recommend the appointment of Directors as
aforesaid.
Brief resume of the Directors proposed to be appointed/re-appointed as
stipulated under the Clause 49 of the Listing Agreement with BSE
Limited, National Stock Exchange of India Limited and Ahmedabad Stock
Exchange Limited are given in the Notice convening 24th Annual General
Meeting.
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors of your Company hereby confirm that:
1. In the preparation of the Annual Accounts for the year ended 31st
March, 2014, the applicable Accounting Standards have been followed and
no material departures have been made from the same;
2. They 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 affair of the
Company at the end of financial year ended 31st March, 2014 and loss of
the company for the year ended on that date;
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with provisions of this Act
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
4. They have prepared the Annual Accounts on a "Going Concern" basis.
STATUTORY AUDITORS:
M/s. J. D. Jhaveri & Associates, Chartered Accountants, Mumbai (having
FRN: 111850W), the Statutory Auditors of your Company hold such office
upto the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. The Company has received a letter from
them regarding their willingness to act as Statutory Auditors of the
Company. The Company has also received a certificate from them to the
effect that their re-appointment, if made, would be in compliance with
the conditions as prescribed under Section 139 of the Companies Act,
2013 and they satisfy the criteria as provided under Section 141 of the
Act.
Your Directors recommend the re-appointment of M/s. J. D. Jhaveri &
Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of
the Company to hold office from the conclusion of 24th Annual General
Meeting upto the conclusion of 28th Annual General Meeting of the
Company and to audit financial statements for the financial year
2014-15 to 2017-18.
AUDITORS' REMARK'S:
In respect to Auditors' remarks in their report relating to the
interest and principal amount are not repaid regularly in respect of
loans and all loans are overdue as on the date of the Balance sheet,
your directors would like to state that due to financial crunch and no
business activities during the year, your Company could not pay
interest on loan taken and repay loan on due date.
PUBLIC DEPOSITS:
Your Company has neither accepted nor renewed any deposit within the
meaning of Section 58A and 58AA of the Companies Act, 1956 and rules
made thereunder during the year ended 31st March, 2014.
PARTICULARS OF EMPLOYEES:
During the year under review, no employee was in receipt of
remuneration exceeding the limits as prescribed under the provisions of
Section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, as amended; hence no such
particulars are furnished.
LISTING OF SECURITIES:
The Company's shares are listed on BSE Limited (BSE), National Stock
Exchange of India Limited (NSE) and Ahmedabad Stock Exchange Limited
(ASEL). However, the Scrip has been suspended from trading at National
Stock Exchange of India Limited (NSE).
The Company has paid listing fees to BSE Limited for the financial year
2014-2015.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement entered into with Stock
Exchanges, the following have been made a part of the Annual Report and
attached to this report:
* Management Discussion and Analysis Report
* Corporate Governance Report
* Certificate regarding compliance of conditions of Corporate
Governance
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in terms of requirements of clause (e) of sub-section (1)
of Section 217 of the Companies Act, 1956 regarding Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo,
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is as follows:
(A) Conservation of Energy:
In absence of any business activities carried out during the year under
review, your director has nothing to report with respect to
conservation of energy.
(B) Research and Development:
The Company has not carried out any specific research activity and so
no benefit has been derived from it.
(C) Technology absorption, adaption and innovation:
The Company continues to take prudential measures in respect of
technology absorption, adaptation and take innovative steps to use the
scarce resources effectively.
(D) Foreign Exchange Earnings and Outgo:
There were no transactions during the year under review in which
foreign exchange earnings or outgo was involved.
ACKNOWLEDGMENT:
Your Directors take this opportunity to express their deep appreciation
for the assistance and co-operation received from all the Government
departments, Banks and members during the year under review and also
looks forward to their continued support in the future.
Your Directors also wish to place on record their deep appreciation for
the committed services of the employees of the Company.
For and on Behalf of the Board of Directors
Place: Mumbai Vijaysingh Padode
Date: 14th August, 2014 Chairman & Managing Director |