DIRECTORS REPORT Dear Shareholders, Your Directors here by present the 31st Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013. OPERATIONS REVIEW: During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 390886/-. The management has taken measures as part of its continuous improvements to strengthen operations and viability. DIVIDEND: Your Directors have not declared any dividend during the year under review due to loss incurred. FIXED DEPOSIT: The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956. DIRECTORS: Mr. Pratik Ramesh chandra Shah, Mr. Arun Bhanubhai Vaghasiya and Mr. Jehangir Joiya ware appointed as an additional directors of the Company by the Board of Directors with effect from 05.09.2012, 21.05.2013 and 13.06.2013 respectively and be and are hereby appointed as a Director of the Company whose period of office will be liable to retire by rotation. Mr. Shankar Prasad Bhagat, Mr. Nileshkumar Tribhovandas Kava and Mr. Harleen Singh Kathuria were resigned as a Director of the Company with effect from 07.09.2007,19.10.2007 and 25.03.2010 respectively. AUDITORS AND AUDITORS' REPORT: M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company. PARTICULARS OF EMPLOYEES: The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section. CORPORATE GOVERNANCE REPORT: Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The details of conservation of energy, technology absorption etc. as required to be given under Section 217(l)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm 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 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 profit or loss of the Company for that period; iii) 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 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv) Directors have prepared the accounts on a "going concern basis". ACKNOWLEDGEMENT: Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business. For and on Behalf of the Board For, TURBOTECH ENGINEERING LIMITED (PRATIK SHAH) CHAIRMAN PLACE: MUMBAI DATE: 31.08.2013 |