Your Directors present the Annual Report of your Company together with the AuditedAnnual Accounts for the financial year ended 31st March, 2012.
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Financial Year ended
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(Rs. in lacs)
|Particulars ||31st March, 2012 ||31st March, 2011 |
|Total Income ||25.36 ||5.09 |
|Total Expenditure ||15.54 ||1.02 |
|Profit/ (Loss) before tax ||9.82 ||3.47 |
|Profit/ (Loss) after tax ||7.76 ||2.66 |
|Transfer to Reserve ||Nil ||Nil |
|Paid-up Share Capital ||40.00 ||40.00 |
|Reserves and Surplus ||599.71 ||591.95 |
Year In Retrospect
During the year under review total Income of the Company was Rs. 25.36 lacs as againstRs. 5.09 lacs in the previous year. The Company made a profit after tax of Rs. 7.76 lacsas against a profit after tax of Rs. 2.66 lacs in the previous year. Your Directors areputting in their best efforts to improve the performance of the Company.
Material changes and commitments affecting the financial position of the Company afterthe close of financial year
Save as mentioned else where In this Report, no material changes and commitmentsaffecting the financial position of the Company has occurred between the end of thefinancial year of the Company- 31st March, 2012 till the date of this report except thefollowing:
Change In the Management. Mr Vinod Kumar Bonsai has taken over the control andmanagement of the Company from the earlier promoters. In this connection Mr Vinod KumarBansal had made a Public Announcement and provided open offer to the shareholders asrequired under the provisions of the Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2021. After completion of the open offerprocess, Mr Vinod Kumar Bansal has also been appointed as a promoter director of theCompany.
In view of marginal profits made by the Company, your Directors regret their Inabilityto recommend any dividend.
During the year under report, your Company did not accept any deposits from the publicin terms of the provisions of section 58A of the Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
a. Conservation of Energy & Technology Absorption: Since the Company is notengaged In any manufacturing activity, issues relating to conservation of energy andtechnology absorption are not Quite relevant to its functioning.
b. Export Activities: There was no export activity in the Company during the yearunder review. The Company has no immediate plans for export in the near future as well.
C. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings andoutgo during the year under review.
Particulars of Employees
During the financial year under review, none of the Company's employees was In receiptof remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read withthe Companies (Particulars of Employees) Rules, 1975, and hence no particulars arerequired to be disclosed in this Report.
After the last Annual General Meeting Mrs Seema Mangal was appointed as an additionaldirector of the Company with effect from 03/11/2011. Mr Anil Kumar Mangal was appointed asan additional director with effect from 06/01/2012. Thereafter, Mr Ankit Agarwal and MrsRadha Agarwal were also co-opted as additional directors of the Company with effect from12/04/2012. After the completion of formalities for change of management of the Company,Mr Vinod Kumar Bansal and Mrs Renu Bansal were appointed as additional directors of theCompany with effect from 31/05/2012.
After the change of management in favour of the Mr Vinod Kumar Bansal, all thedirectors representing the old promoters namely Mr Jignesh Anantrai Mehta, Mrs KavitaJignesh Mehta, Mr Mahesh Indravadanbhai Pandya and Mr Ashish Satlsh Bhatt resigned fromthe directorship of the Company with effect from 31/05/2012.
Additional directors namely Mr Vinod Kumar Bansal, Mrs Seema Mangal, Mrs Renu Bansal,Mr Anil Kumar Mangal, Mr Anklt Agarwal and Mrs Radha Agarwal, hold office until the dateof the ensuing Annual General Meeting. Their appointments as ordinary Directors of theCompany are placed before the Members for consideration. The Board recommends resolutionsfor adoption by the members.
Since all the present Directors of the Company are additional Directors to hold officetill the date of the Annual General Meeting, none of the Directors are liable to retire byrotation.
M/s J C Kabra & Associates, Chartered Accountants, Statutory Auditors of theCompany, who retires at the conclusion of the ensuing Annjal General Meeting of theCompany have expressed their unwillingness to be considered for reappointment as statutoryauditors of the Company.
Your Board has proposed the name of M/s V.N. Purohit & Co., Chartered Accountants,as statutory auditors of the Company to hold office from the conclusion of the ensuingAnnual General Meeting till the conclusion of the next Annual General Meeting. Acertificate under section 224(1) of the Companies Act, 1956 regarding their eligibilityfor the proposed re-appointment has been obtained from them. Your Directors recommendtheir re-appointment.
Comments made by the Statutory Auditors in the Auditors' Report are self-explanatoryand do not require any further clarification.
Secretarial Compliance Certificate
In terms of the provisions of section 383A of the Companies Act, 1956 read with theCompanies (Compliance Certificate) Rules, 2001, the Company has obtained the necessaryCompliance Certificate from Ms Rachna Bhasin, Company Secretaries, Delhi. The ComplianceCertificate is annexed herewith and forms part of this Report. Comments made in theCompliance Certificate are self-explanatory and do not require any further clarification.
Directors' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to thebest of their knowledge and belief and according to the information and explanationsobtained by them and save as mentioned elsewhere in this Report, the attached AnnualAccounts and the Auditors' Report thereon, your Directors confirm that:
a. In preparation of the annual accounts, the applicable accounting standards have beenfollowed;
b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March, 2012 and of the profitof the Company for the year ended on that date;
c the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other Irregularities; and
d. the Directors have prepared the Annual Accounts on a going concern basis.
Stock Exchange Listing
The Equity Shares of the Company are listed at the BSE Ltd (formerly Bombay StockExchange Ltd). During the year the suspension on trading of the shares of the Company hasbeen revoked by the BSE w.e.f. 28th December, 2011. The Company has already paid listingfees for the financial year 2012-13 to the BSE.
Presently, Clause 49 of the Listing Agreement relating to the Corporate Governance Isnot applicable to the Company. However, the Company observes good corporate practices toenhance the stakeholders' value.
Your Directors take this opportunity to place on record their sincere appreciation forthe co-operator and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record Its appreciation of the devoted services ofthe employees; support and co-operation extended by the valued business associates of theCompany.
| ||For and on Behalf of the Board || |
| ||For Pankaj Plyush Trade and Investment Ltd || |
| ||Sd/- ||Sd/- |
|Date: 19th June, 2012 ||Vinod Kumar Bansal ||Ankit Agarwal |
|Place: Mumbai ||Director ||Director |