| Dear Members,
We are pleased to present the Twentieth Annual Report together with the
Audited Accounts of the Company for the year ended 31st March 2014.
DIRECTOR'S RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956, the
Directors confirm that:
1. In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanations relating to
material departures, if any;
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 of affairs of
the Company at the end of the financial year ending 31st March, 2014
and of the Loss of the Company for that year;
3. They have taken proper and 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 to the best of
their ability;
4. They have prepared the Annual Accounts on a Going Concern basis.
RESULT OF OPERATIONS (in Lakhs)
Particulars For the year ended For the year ended,
31st March, 2014 31st March, 2013
Revenue from Operations 35.16 500.41
Total Expenses 52.09 995.65
Net Profit / (Loss) Before Tax (16.93) (495.24)
Provision for Taxation (Deferred Tax) (1.46) 0.30
Profit / (Loss) after Tax (18.39) (494.94)
Profit /(Loss) brought forward from P.Y. (625.69) (130.75)
Balance Carried Forward (644.08) (625.69)
SHARE CAPfTAL
There has been no changes in the Authorized and Issued Share capital of
the Company vis-a-vis the previous year. The authorized share capital
of the Company is Rs. 640.00 Lacs divided into 640.00 Lacs equity
shares of Rs. 1/- each and the Issued, subscribed and paid-up share
capital stands at Rs. 507.50 Lacs consisting of 507.50 Lacs equity
shares of Rs. 1/- each, fully paid-up. The Board had, in its meeting,
held on 14-11-2013, approved a Scheme of arrangement under section 391
to 394 of the Companies Act, 1956, relating to reduction of share
capital and preferential allotment of shares. However, due to certain
statutory complications the same could not be proceeded further. The
Board has sought professional help on the issue and is looking into the
matter afresh.
SIGNIFICANT EVENTS
Apart from the reduction of share capital being considered by the
Board, your Directors would like to apprise the members that the
Reserve Bank of India has, considering the erosion of Net Worth of the
Company due to continued losses, directed the Company to stop doing any
fresh non-banking financial business and the Board has given an
undertaking to the RBI to that effect.
DIVIDEND
In view continued losses, your Directors are unable to recommend any
dividend for the year. DEPOSITS
Your Company is a Non-Deposit taking Non-Banking Financial Company
(NBFC). It has not received any deposits from Public in the F.Y.
2013-14.
DIRECTORS
The Board of Directors of your Company is duly constituted. There was
no change in the constitution of the Board during the year under
reference. Mr. Omprakash S. Choudhary, Director, retires by rotation at
the ensuing AGM and being eligible offers himself for re-appointment.
INDEPENDENT AUDITORS
M/s. Mukesh I Gupta & Co., Chartered Accountants, Auditors of the
Company has offered themselves for reappointment. The Company has
received a Certificate from the aforesaid firm of Auditors under
Section 224(1 B) of the Companies Act 1956, certifying their
eligibility for the position, if appointed.
AUDITOR'S REPORT
The observations of the Independent Auditors on the financial
statements, in their Report are self- explanatory and therefore, in the
opinion of the Directors, do not call for further comments.
MANAGEMENT DISCUSSION & ANALYSIS
A Management Discussion & Analysis Report is annexed to this Report and
forms part of this Report.
CORPORATE GOVERNANCE
A detailed report on the Corporate Governance together with the
Auditor's Certificate thereon, pursuant to the requirements of Clause
49 of the Listing Agreement, forms part of the Annual Report & is
annexed herewith.
DISCLOSURE OF PARTICULARS
The Company has no employee in the category as specified in the
provisions of Section 217(2A) of the Companies Act, 1956.
DISCLOSURES UNDER SECTION 217(1 )(D) OF THE COMPANIES ACT, 1956
Except as disclosed elsewhere in this report, there have been no
material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year
of the Company and date of this report.
LISTING
The equity shares of the Company continue to be listed at the Bombay
Stock Exchange Limited (BSE) and the Ahmedabad Stock Exchange. The
Company has paid the annual listing fees to the respective Stock
Exchanges in time.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING
The Company's operations for the year do not require any disclosure
under this head.
ACKNOWLEDGEMENTS
Your Directors express their appreciation of the co-operation and
assistance received from the shareholders, bankers and other business
associates during the year.
For and on behalf of the Board of Directors
Place: Ahmedabad
Date: 30-5-2014 V. Agrawal J. S. Parmar
(MANAGING DIRECTOR) (DIRECTOR)
DIN: 03133446 DIN: 03613609
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