| Dear Members,
The Directors take pleasure in presenting the 34th Annual Report of
the Company together with the Audited Accounts for the year ended March
31, 2014. The financial highlights are as under:
FINANCIAL RESULTS:
The Company's financial performance, for the year ended March 31, 2014
is summarized below:
(Rs. in Lacs)
Particulars Current Year Previous Year
2013-14 2012-13
Sales & Operating Income 0.15 2071.07
Profit/Loss for the year
before Depreciation, Financial (25.41) (353.67)
Charges & Exceptional Items
Less:
Financial Charges 0.36 4.93
Depreciation 5.34 5.70 56.01 60.94
Net Profit/(Loss) before Tax
& Exceptional Items (31.11) (414.61)
Income Tax Paid/ Adjusted
for earlier years - - (0.50) (0.50)
Net Profit/(Loss) after
Tax& before
Exceptional <31.11) (415.11)
Items/Extraordinary items
Exceptional /Extraordinary
Items (3.77) (193.89)
Net Profit/(Loss) for the year (34.88) (609)
Profit/ (Loss) brought
forward (1547.91) (938.91)
Balance Carried Forward (1582.80) (1547.80)
OPERATIONS AND PERFORMANCE:
Your Company achieved a turnover of Rs.0.15 lacs as compared to Rs.
2071.07 lacs in the previous year.
DIVIDEND:
In absence of profits, your Directors do not recommend any dividend on
shares for the year under review.
CONSTITUTIONAL VALIDATY OF ENTRY TAX:
The writ petition filled by the Company, challenging the constitutional
validity of entry tax levied in April 2010 in the State of Himachal
Pradesh is still pending before the Hon'ble High Court of Himachal
Pradesh at Shimla. The Company does not consider itself liable on this
account and accordingly, no liability has been provided in books of
account of the Company.
DEPOSITS:
Your Company has not accepted any deposits from the public during the
year under review.
CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE:
The Company is in loss since long time and in current year there is
also no profit so the provisions of CSR under section 135 of Companies
Act, 2013 is not applicable on the Company.
SUBSIDIARIES:
There is no subsidiary of the Company as per provisions of Companies
Act, 2013.
CORPORATE GOVERNANCE:
Your Company took necessary measures to comply with requirements of
clause 49 of the Listing Agreements of Stock Exchanges. A report on
Corporate Governance along with a Certificate of Compliance from the
Auditors forms part of this Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Through vide general Circular No. 08/2014 ministry has clarified that
auditor's report and Board Report in respect of financial years that
commenced earlier than 1st April, 2014 shall be governed by the
relevant provisions/ Schedules/ rules of the Companies Act, 1956. So
after this clarification
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 it is hereby confirmed that:
- In the preparation of the annual accounts, the applicable accounting
standards has been followed;
The Directors have selected such accounting policies and applied them
consistently and made judgments 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 Loss incurred
by the Company during the year under review;
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 or corresponding provision of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
The annual accounts of the Company has been prepared on a "going
concern" basis.
DIRECTORS:
Mr. Samir Katyal, Director of the Company retires by rotation and being
eligible, offers himself for reappointment.
It terms of Section 149 of the Companies Act, 2013 and Clause 49 of the
Listing Agreement, Mr. Ambarish Chatterjee and Mr. Sajeve Deora are
proposed to appoint as an Independent Directors of the Company for
three (3) consecutive years for a term upto the conclusion of 37th
Annual General Meeting.
The Company has also received declarations from Mr. Ambarish Chatterjee
and Mr. Sajeve Deora, confirming that they meet the criteria of
independence as prescribed both under Section 149 (6) of the Act and
under Clause 49 of the Listing Agreement. The requisite resolutions are
being included in the notice of Annual General Meeting for approval of
the Shareholders of the Company.
AUDITORS' OBSERVATIONS:
The Auditors' Report on Accounts has been duly considered by the Board.
The auditors of the Company in their report have drawn attention to
certain matters, which are explained as under:-
a) Your Company is in the process of obtaining confirmation of balances
of loans, debtors, advances and liabilities. Settlements have been
made with some of its creditors/ debtors and efforts are being made to
settle with the other creditors/ debtors.
b) Your Company's management is making efforts to explore other
business activities, and therefore, has prepared the annual accounts on
a "going concern" basis.
c) Your Company is facing financial constraints for which reason some
statutory dues are yet to be deposited by your Company. The interest
and the penalties on late payments will be accounted for as and when
the dues are paid/ settled.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956, UNDER
SUB-SECTION (1) (e):
The information which is required to be given under Section 217(I) (e)
of the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 ,
regarding conservation of energy, technology absorption is not provided
as the manufacturing facilities of your Company were not in operations
during the year under review
Your Company did not have any income during the year which resulted or
may result in inflow of foreign exchange.
Your Company did not incur any expenditure during the year which
resulted or may result in outflow of foreign exchange
INFORMATION UNDER SUB SECTION [(2A)] OF SECTION 217 OF THE COMPANIES
ACT, 1956:
No employee was in receipt of remuneration in excess of the limits
prescribed under section 217(2A) of the Companies Act, 1956, whose
particulars are required to be disclosed in this report.
ACKNOWLEDGEMENT:
Your Directors wish to thank the Central & State Governments,
shareholders and business associates for their continued co- operation
and support and look forward to their continued support in future as
well.
By Order of the Board of Directors
Place : New Delhi C. M. Marwah
Dated : April 22, 2014 (MANAGING DIRECTOR)
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