parekh distributors ltd Directors report

PAREKH DISTRIBUTORS LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT The Members of Parekh Distributors Limited Your Directors have pleasure in presenting their Report for the financial year ended 31st March, 2011. 1. Financial Highlights: Financial Results Current Year Previous Year (2010-2011) (2009-2010) Profit for the year: Gross Operating Profit/(Loss) (1,19,266) 1,29,546 Less:- Depreciation - - Operating Profit/(Loss) before Tax (1,19,266) 1,29,546 Less:- Provision for Taxation Current tax - - Fringe Benefit Tax - - Add:- Amount B/F from last year (66,48,774) (67,78,320) Total (67,68,040) (66,48,774) Note:- Figures in brackets indicate loss 2. Dividend: In view of the loss of the current financial year and unabsorbed losses of the previous financial years, your Directors regret to recommend dividend for the financial year ended 31st March, 2011. 3. Directors: (i) Mr. Vivek S. Agnihotri, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment. (ii) None of the Directors of the Company is disqualified from being appointed as Director under Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956. 4. Directors Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state that: (i) in preparation of the Annual Accounts, the applicable accounting standards have been followed. (ii) they have selected such accounting policies and consistently applied the accounting policies and made judgements 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 and of the Profit and Loss for the period. (iii) 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. (iv) they have prepared the annual accounts on going concern basis.(Ref Note No.7 of Schedule 9) 5. Auditors and Auditors Report: M/s Doshi Doshi & Associates, Chartered Accountants, who were appointed as the Statutory Auditors of the Company at an Extra Ordinary General Meeting held on 6th May, 2011, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. With respect to the Remarks contained in the Auditors Report, the Notes on Accounts referred to in the Auditors Report are self explanatory and do not require any further comments. 6. Particulars of Employees: There being no employee employed by the Company during the financial year ended 31st March, 2011, nothing is required to report under Section 217(2A) of the Companies Act, 1956 and the Rules made there under. 7. Fixed Deposits: The Company has not accepted any fixed deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956 during the financial year ended 31st March, 2011. 8. Conservation of Energy, technology absorption, Foreign Exchange Earnings and outgo: There is nothing to report with respect to particulars as prescribed under Section 217(l)(e) of the Companies Act, 1956 and any Rules made there under. 9. Secretarial Compliance Certificate: Pursuant to the proviso to Section 383A(1) of the Companies Act, 1956 together with the Companies (Compliance Certificate) Rules, 2001 notified by the Central Government, the Secretarial Compliance Certificate certified by the Company Secretary in whole time practice is attached to this report. 10. Acknowledgement: Your Directors wish to place on record their deep sense of appreciation for the services and cooperation received from the bankers, statutory authorities, etc. The Directors also thank all the shareholders and investors for reposing continued confidence in the Company. For and on behalf of the Board of Directors Mumbai Vivek Agnihotri Dated: 30th May, 2011 Chairman COMPLIANCE CERTIFICATE Regn No.: 020601 Authorised Capital: Rs. 25,00,000/- CIN: L51900MH1978PLC020601 Paid up Capital : Rs. 10,00,000/- To, The Members Parekh Distributors Limited 3rd Floor, Jash Chambers, Sir P. M. Road, Fort, MUMBAI- 400001 I have examined the registers, records, books and papers of Parekh Distributors Limited as required to be maintained under the Companies Act, 1956, and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2011. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify 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 and the rules made there under and all entries therein have been recorded. 2. The company has filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of Companies, Regional Director, Central Government. Company Law Board or other authorities within the time prescribed under the Act and the rules made there under. 3. The company is a public limited company. 4. The Board of Directors duly met 6 times on 27/05/2010, 10/08/2010, 28/10/2010, 14/02/2011, 28/02/2011 and 29/03/2011 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed. 5. The company had closed its Register of Members, from 10/09/2010 to 17/09/2010 & necessary compliance of section 154 of the Act has been made. 6. The Annual general meeting for the financial year ended on 31/03/2010 was held on 17/09/2010 after giving due notice to the members of the company and the resolutions passed thereat are duly recorded in Minutes Book maintained for the purpose. 7. No Extra-Ordinary General Meeting was held during the period under consideration. 8. As explained to me and based on the information provided to me the company has not advanced any loan to its directors and/or persons or firms or companies referred in the section 295 of the* Act during the year under consideration. 9. The company has duly complied with the provisions of section 297 of the Act in respect of contracts specified in that section. 10. The company has made necessary entries in the register maintained under Section 301 of the Companies Act, 1956. 11. As explained to me and based on the information provided to me no approvals were required from the Board of Directors, Members and the Central Government pursuant to section 314 of the Act during the period under consideration. 12. The company has not issued any duplicate share certificates during the financial year ended on 31.03.2011 13.(i) There was no allotment/transfer/transmission of securities of the Company during the year under review. (ii) The company has not declared any dividend during the period under consideration. (iii) Since the company has not declared any dividend during the period under consideration the company was not required to pay warrants for dividends to all the members within a period of 30 days from the date of declaration. There was no unpaid/unclaimed dividend that was required to be transferred to Unpaid Dividend Account. (iv) As explained to me and based on the information given to me no provisions as to transferring the amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund are not applicable. (v) The Company has duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. 15. No Managing Director/Whole-time Director/Manager has been appointed during the period under consideration. 16. No sole-selling agents were appointed by the Company for the period under scrutiny. 17. Necessary approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act have been taken during the financial year under review. 18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The company has not issued shares during the year under consideration. 20. The company has not bought back any share during the financial year ending 31/03/2011. 21. There being no redemption of preference shares/debentures the provisions as to redemption of preference shares/debentures is not applicable. 22. The provisions as to keeping in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of share are not applicable. 23. The company has not accepted deposits within the meaning of section 58A of the Companies Act, 1956 during the period under consideration. 24. The Company has obtained approval of the members in the general meeting for increasing the borrowing limit under Section 293 (1) (d) during the financial year ending 31.03.2011. . 25. The company has not made loans and investments or has not given guarantees or securities to other bodies corporate therefore no entries required to be made in the register maintained for that purpose. 26. The company has not altered the provisions of the memorandum with respect to situation of the companys registered office from one state to another during the year under scrutiny. 27. The company has not altered the provisions of the memorandum with respect to the objects of the company during the year under scrutiny. 28. The company has not altered the provisions of the memorandum with respect to name of the company during the year under scrutiny. 29. The company has not altered the provisions of the memorandum with respect to share capital of the company during the year under scrutiny. 30. The company has not altered its Articles of Association of the Company during the period under scrutiny. 31. No Prosecution was initiated against or show cause notices received by the company for alleged offences under the Act and also no fines and penalties or any other punishment were imposed on the company. 32. The company has not received security from its employees during the year under certification and therefore the provisions of section 417(1) of the Companies Act, 1956 are not applicable. 33 The provisions as to depositing both employees and employers contribution to Provident Fund with prescribed authorities are not applicable. Place: Mumbai Nilesh A. Pradhan & Co. Date : 30/05/2011 Practicing Company Secretary Nilesh A. Pradhan Proprietor FCS No. 5445 CP No. 3659 Annexure A Registers as maintained by the Company 1. Register of Charges-u/s 143 2. Register of Members -u/s 150 3. Minutes Book for Board and General Meetings - u/s 193 4. Books of Accounts- u/s 209 5. Register of particulars of contract in which the Directors are interested u/s - 301 6. Register of Directors and Managing Director, Manager and Secretary u/s - 303 7. Register of Directors shareholdings u/s 307 8. Register of Loans and Investments 9. Register of Share Transfer Annexure B Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on 31st March, 2011. Sr. Particulars Date of Date of No. document Filing 1. From 66 along with the Compliance 31/03/2010 02/10/2010 Certificate 2. Form 23 AC along with the Balance Sheet 31/03/2010 07/10/2010 3. Form 23 ACA along with the Profit & Loss A/c 31/03/2010 07/10/2010 4. Form 20B along with the Annual Return 17/09/2010 07/10/2010