| Disclosure in board of directors report explanatory DIRECTORS’ REPORT Your Directors feel pleasure in presenting the 21st Annual Report on the operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2014. 1. FINANCIAL RESULTS Particulars | Current year2013 - 2014 | Previous year2012 - 2013 | Net Sales & Other Income | 2,75,000.00 | NIL | Profit before depreciation and Tax | (58,000) | (3,87,000) | Less : Depreciation | NIL | NIL | Profit/(Loss) before Extra Ordinary Item and Tax | (58,000) | (3,87,000) | Profit/(Loss) before TaxLess: a) Current Income Tax | (58,000) NIL | (3,87000) NIL | Profit/(Loss) after Tax | (58,000) | (3,87,000) | Less: Balance, being Loss brought forward From Previous Year | (3,87,000) | (3,44,50,000) | Balance, being Profit/Loss carried to Balance Sheet | (4,45,000) | (3,48,37,000) |
2. OPERATIONS AND PERFORMANCE During the year under review, the Company has incurred net loss of Rs. 58,000/- (Fifty Eight Thousand only) as against net loss incurred in previous year of Rs. 3,87,000/-. 3. DIVIDEND The Board of Directors does not recommend any dividend for the financial year 2013 - 2014. 4. PUBLIC DEPOSIT The Company has neither invited nor accepted any deposits from the public during the year. 5. DIRECTORS’ RESPONSIBILITY STATEMENT In terms of section 217(2AA) read with Section 292A of the Companies Act, 1956, your directors state in respect of Financial Year 2013-14 that: in the preparation of annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; the directors had 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 affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the directors had prepared the annual accounts on a going concern basis. 6. DIRECTORS During the year under review Mr. Rajiv Agarwal, (DIN: 00929463) the Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment to the Board of your Company. 7. AUDITORS REPORT The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments. 8. AUDITORS The Company's auditors M/s. Gupta Jalan & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company and not offer themselves for re-appointment. A certificate has been received from the Auditors to the effect that their appointment if made would be within the prescribed limits under 224 (1B) of the Companies Act, 1956. 9. PARTICULARS OF EMPLOYEES Information required as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules 1975 and Companies (Particulars of employees) Amendment Rules 2011 and forming part of the directors’ report for the year ended March 31, 2014 | | A. Persons employed throughout the financial year who were in receipt of Remuneration for the year which in the aggregate was not less than Rs. 60,00,000/- per annum | | Name of the employee | Designation/ Nature of duties | Remuneration received (Rs.) | Qualification | Age (Yrs.) | Experience (Yrs.) | Date of employment | Particulars of Last employment | | NA | | | | | | | B. Persons employed for a part of the financial year who were in receipt of Remuneration for any part of the year at a rate which in the aggregate was not less than Rs. 5,00,000/- per month | Name of the employee | Designation/ Nature of duties | Remuneration received (Rs.) | Qualification | Age (Yrs.) | Experience (Yrs.) | Date of employment | Particulars of Last employment | | NA | | | | | | | | | | | | | | | |
10. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION The Company's (Disclosure of Particulars in the Report of the Board of Directors') Rules, 1998, require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B prescribed by the Rules. During the year the company was not involved in any manufacturing activities, which require consumption of energy or technology absorption. 11. FOREIGN EXCHANGE EARNINGS & OUTGO - NIL 12. CORPORATE GOVERNANCE Your Company has followed good corporate governance practices since inception in accordance with the code of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report. 13. SECRETARIAL COMPLIANCE CERTIFICATE
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