nidhi polyester ltd Directors report

NIDHI POLYESTER LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT The Directors have pleasure in presenting the 28th Annual Report of your Company together with the audited financial results for the year ended on 31st March, 2011. FINANCIAL RESULTS: (Rupees in000) YEAR ENDED YEAR ENDED 31-03-11 31-03-10 Total Income 427.94 357.67 Total Expenditure 1,504.38 90.87 PROFIT BEFORE DEPRECIATION (1,076.44) 266.81 Depreciation 75.39 75.39 PROFIT BEFORE TAX (1,151.83) 191.42 Provision for taxation 188.00 - Addition in Deferred Tax Asset (0.01) (29.31) Taxes of earlier year 0.42 33.54 NET SURPLUS TRANSFERRED TO BALANCE SHEET (1,340.24) 187.18 Barring unforseen contingencies, the performance of the Company in the year 2011-12 is expected to be satisfactory. DIVIDEND: In order to conserve resources, the Board of Directors regret their inability to recommend dividend for the year 2010-11. DIRECTORS: Mr. Subodh Agrawal retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. FIXED DEPOSITS: The Company has not accepted fixed deposits from the public during the period under consideration. PARTICULARS OF EMPLOYEES: During the year under report, the Company has not employed any employee whose particulars are required to be disclosed in this report pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. CONSERVATION OF ENERGY, FOREIGN EXCHANGE EARNING / OUTGO ETC. The Company does not carry any activity so as to furnish any information within the meaning of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. AUDITORS: Statutory auditors Messrs. H.H. Bandukwala & Co. retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, the Company had not carried out any activity, the particulars in respect of which are required to be disclosed in this report pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. COMPLIANCE: Pursuant to section 383-A(1) of the Companies Act 1956, secretarial compliance certificate from DIRECTORS RESPONSIBILITY STATEMENT: The Directors confirm: (a) That in the preparation of the annual accounts, the applicable accounting standards has been followed alongwith proper explanation relating to material departure. (b) That the directors have selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31-03-11 and of the loss of the Company for that year. (c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (d) That the directors have prepared the annual accounts on a going concern basis. For & on behalf of the Board of Directors Mr. Subodh Agarwal Director Mumbai Mr. Venugopal Nair Dated: 20-05-2011 Director SECRETARIAL COMPLIANCE CERTIFICATE: L65990MH1982PLC028344 Registration No. 11-028344 Nominal Capital: Rs. 1,00,00,000/- To, The Members, M/s. NIDHI POLYESTER LIMITED 712, Embassy Center Nariman Point, Mumbai-400 021. I have examined the registers, records, books and papers of M/s. NIDHI POLYESTER LIMITED, as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the Financial Year ended 31st March, 2010 (financial year). In my opinion and to the best of my information and according to the examination carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions of the Act and the rules made thereunder. 2. The Company has duly filed the forms and returns as stated in Annexure B to this certificate, with the Register of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the act and the rules made thereunder. 3. The Company being a public limited Company, comments are not required. 4. The Board of Directors duly met 13 times on 06/04/2010, 17/05/2010, 28/05/2010, 08/07/2010, 30/07/2010, 11/08/2010, 01/10/2010, 30/10/2010, 03/12/2010, 05/01/2011, 10/01/2011, 31/01/2011 and 03/02/2011 and in respect of which meetings proper notices were given and the proceeding were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose. 5. The Company has closed its Register of Members and Transfer Books from 07/08/2010 to 14/08/2010 and has given intimation to the Stock Exchange as per listing agreement. 6. The annual general meeting for the financial year ended on 31st March, 2010 was held on 14/08/2010 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. During the financial year the company has made an announcement on 09.03.2011 of the postal ballot result for delisting of equity shares from BSE and the resolutions passed thereat was duly recorded in Minutes Book maintained for the purpose. 8. The Company has not advanced any loan to its Directors or persons or firms or companies referred to in Section 295 of the Act. 9. The Company has not entered into any contract falling within the purview of section 297 of the Act. 10. The Company was not required to make any entries in the register maintained under Section 301 of the Act. 11. There were no instances falling within the purview of section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, members or Central Government, as the case may be. 12. The Company has not issued any duplicate certificate during the financial year. 13. a) There was no allotment /transfer/transmission of securities during the financial year etc. in accordance with the provisions of the Act. b) The company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year. c) The company was not required to post warrants to any member of the Company as no dividend was declared during the financial year. d) The Company has not declared any dividend and there were no deposit matured, or matured debentures and the interest accrued thereon etc. the provision of transfer of unclaimed or unpaid Accounts to the Investors Education and Protection Fund does not apply to the Company. e) Duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. There was no appointment of additional Directors, alternate Director and Directors to fill casual vacancy during the financial year. 15. The Company has not appointed any Managing Director/Whole-time Director/Manager during the financial year. 16. The Company has not appointed any sole selling agent during the financial year. 17. The Company was not required to obtain any approval of the Central Government, Company Law Board, Regional Director, Registrar of Companies or such other authorities as prescribed under various provision of the Act. 18. The Directors have disclosed their interest in the firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder. 19. The Company has not issued any shares/debentures/other securities during the financial year 20. The Company has not bought back any shares during the financial year. 21. There was no redemption of preference shares or debentures during the financial year. 22. There were no transaction necessitating the Company to keep in abeyance the right to dividend, right shares and bonus shares pending registration of the shares. 23. The Company has not invited/accepted any deposits including any unsecured loans falling within the provisions of Section 58A during the financial year. 24. The Company has not made any borrowing during the financial year ended 31st March, 2011. 25. The Company has not made any loan or advances or given guarantee or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum of Association with respect to the situation of the Registered Office from one state to another during the year under scrutiny. 27. The Company has not altered the provisions of the Memorandum of Association with respect to the object of the Company during the year under scrutiny. 28. The Company has not altered the provisions of the Memorandum of Association with respect to the name of the Company during the year under scrutiny. 29. The Company has not altered the provisions of the Memorandum of Association with respect to share capital of the Company during the year under scrutiny 30. The Company has not altered its Articles of Association during the financial year. 31. There were no prosecution(s) initiated against or show cause notices received by the Company, during the financial year for offenses under the Act. 32. The Company has not received any money as security from its employees during the financial year. 33. The Company has not constituted Provident Fund pursuant to Section 418 of the Act, during the financial year. For A.A. MULLA & ASSOCIATES Company Secretaries (AQUEEL A. MULLA) Proprietor Place: Mumbai CP. No. 3237 Dated: 20th May 2011 FCS No. 2973 ANNEXURE A Statutory Registers: 1. Register of Member U/s 150 2. Register of Directors, Managing Director, Manager and Secretary U/s 303 3. Register of Directors shareholdings U/s 307 4. Minutes Book of all Board Meetings and general Meetings U/s 193 of the Act. Other Registers: 1. Register of Transfer For A.A. MULLA & ASSOCIATES Company Secretaries (AQUEEL A. MULLA) Proprietor Place: Mumbai CP. No. 3237 Dated: 20th May 2011 FCS NO. 2973 ANNEXURE B 1. Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the Financial Year 31st March, 2011 Sr. Form No. Filed For Dt. of A B No. U/Section Filing 1. Balance 220 Annual requirement 17/08/2010 Yes N.A. Sheet for the year ended Form No. 31st March, 2010 23AC/ACA 2. Annual 159 Annual requirement 29/09/2010 Yes N.A. return for the year ended Form No. 31st March, 2010 20B 3. Form 383A Secretarial 17/08/2010 Yes N.A. No. 66 Compliance certificate for the year ended 31st March, 2010 4. Form 62 Calendar of events 01/02/2011 Yes N.A. for postal ballot 5. Form 23 192A Delisting of 11/03/2011 Yes N.A. equity shares of company from Bombay Stock Exchange A = Whether filed on time Yes/No. B = If delay in filing whether requisite additional fee paid Yes/No. 2. Regional Director - Nil 3. Central Government - Nil 4. Other Authorities - Nil For A.A. MULLA & ASSOCIATES Company Secretaries (AQUEEL A. MULLA) Proprietor Place: Mumbai CP. No. 3237 Dated: 20th May 2011 FCS NO. 2973