Baid Global Ventures Ltd Directors Report

CHISEL AND HAMMER (MOBEL) LIMITED (FORMERLY KNOWN AS LIVING ROOM LIFESTYLE LIMITED) ANNUAL REPORT 2009-2010 DIRECTORS REPORT To The Members Chisel & Hammer (Mobel) Limited. [Formerly known as Living Room Lifestyle Limited] Your directors take pleasure in presenting the 26th Annual Report, together with the Audited Accounts of your Company for the year ended 31st March, 2010. FINANCIAL RESULTS (Amount in Rs.) Particulars Financial Financial year year ended on ended on 31st March 31st March 2010 2009 Sales and other Income 139,982.276 176,409,688 Profit Before Interest,Depreciation & Taxation 2,319,630 4,304,432 Less: Interest Charges 1,092,437 2,291,721 Profit Before Depreciation & Taxation 1,227,193 2,012,711 Less: Depreciation 1,047,369 1,178,534 PROFIT BEFORE TAXATION 179325 834,177 Add/(Less): Provision for taxation/Prior Period (4,229,089) (302,630) Items/Exceptional Items PROFIT AFTER TAXATION (4,049,263) 531,547 Balance brought forward from Previous year 2,460,372 1,928,825 Dividend 604,777 - Dividend Distribution Tax 100,446 - Profit/(Loss) carried to Balance sheet (2,294,114) 2,460372 OPERATIONAL REVIEW During the year under review, the Company has made a net loss of Rs.4,046,263/- as compared to a net profit of Rs. 531,547/- for the financial year 2008-09. The said loss is a loss on slump sale and Company has actually earned a profit of Rs. 4,19,109/- from its business activities. SLUMP SALE OF UNDERTAKING: The Living Room is a well recognized furniture brand which is dedicated to creating furniture to support urban lifestyle & spaces. However during the last two financial years, due to steep competition in the furniture industry coupled with import of cheap furniture by competing furniture brands from China and other countries, it has become difficult day by day to sustain the growth trend. Further, the Company was not in a position to operate at ideal economies of scale required for operating the furniture business which was further resulting in negative growth & dilution of shareholders value. The financial position of the Company further deteriorated, during the financial year under review, which resulted in closing few more retail outlets including one at Pune. The Board of Directors of the Company had therefore proposed that before the state of business affairs of the Company is further eroded, it was advisable to sale the business undertaking of the Company on Slump sale basis pursuant to provisions of Section 293(1)(a) of the Companies Act, 1956 and introduce diversified business activities which will increase shareholders value. Therefore, in the best interest of the shareholders of the Company as well as other stakeholders, the Company has decided to sale its undertaking on slump sale basis and has invited bids by way of publishing tender notices in the newspapers Hindustan. Times and Navshakti on 3rd February 2010. The Company has executed a slump sale agreement for its entire undertaking with the successful bidder M/s. Bluemoon Commerce & Credit Private Limited for a consideration of Rs. 159 Lacs (Rupees One Crore Fifty Nine Lacs). RESERVES: During the year under review, the Company has not transferred any amount to Reserves. DIVIDEND Your Directors have recommend for your consideration a Dividend @ 5% i.e. Re. 0.50 per Equity shares of Rs. 10/- each for the financial year ended 31st March, 2010 out of accumulated profits of the Company from past years. CHANGE IN MANAGEMENT: Subsequent to the end of financial year, there has been a change in management of the Company in the hands of Mr. Pushpesh Kumar Baid from Mr. Jehangir Nagree & Mrs. Shakera Nagree pursuant to the special resolution passed through postal ballot under Regulation 12 of the SEBI (Acquisition of Shares & Takeover) regulation 1997. The shareholders of the Company have also consented for the said change in management by passing special resolution in the Extra Ordinary General meeting held on June 10, 2010. CHANGE IN NAME AND MAIN OBJECTS OF THE COMPANY The New Management has decided to venture into segments relating to lifestyle including textile, jewellery, retail & hospitality businesses. Therefore, it was decided to change the name and main object clause of the Company. The Management is in process to make the desired names available. Your directors recommend to consider & accord your approval for the proposed change in name as set out in Item No. 9, of the Notice calling the 26th Annual General Meeting. The change in Object Clause requires approval of shareholders by conducting a postal ballot and therefore the same is being dealt with separately by sending notices of Postal Ballot to the shareholders for conveying their assent/dissent for alteration in object clause of the Memorandum of Association. CAPITAL STRUCTURE Subsequent to the year end, the Company has increased its authorized capital from Rs. 1,25,00,000/- (Rupees One Crore Twenty Five Lacs only) divided into 12,50,000 (Twelve lacs Fifty Thousand only) Equity Shares of Rs. 10/- (Rupees Ten Only) to Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lacs Only) divided into 35,00,000 (Thirty Five Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each. The new management has further proposed to increase the authorised capital of the Company to Rs. 5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each. Your directors seek members approval for passing special resolution as set out in Item No. 10 of the Notice. PUBLIC DEPOSITS The Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review. PARTICULARS OF EMPLOYEES There are no employees drawing remuneration as prescribed under provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and therefore no such particulars are provided. DIRECTORS Subsequent to the financial year under review, the Management of the Company has been changed in the hands of Mr. Pushpesh Kumar Baid from Mr. Jehangir Nagree & Mr. Shakera Nagree. Pursuant to the said change in management the old management including Mr. Jehangir Nagree, Mrs. Shakera Nagree, Mr. Writ Damania, Mr. Sushil Murarka & Mrs. Pratibh Shah have tendered their resignation from the Board of Directors with effect from 29th June 2010. Mr. Nikhil Kedia & Mr. Prahlad Kedia have been appointed as additional directors on the Board w.e.f. 29th April 2010 whereas Mr. Rajeev K B Pillai & Mr. Pushpesh Kumar Baid have been appointed as additional directors on the Board w.e.f. 11th June, 2010. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibilities Statement, it is hereby confirmed: (i) That the preparation of the Annual Accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) That the directors had 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 the year under review; (iii) That the directors had 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; and (iv) That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis. REVIEW OF AUDITORS REPORT Your directors are pleased to inform you that the Statutory Auditors of the Company have not made any adverse or qualified remarks in their audit report. AUDITORS: M/s. S.I. Mogul Associates, Chartered Accountants, the retiring Statutory Auditors of your Company have expressed their unwillingness to be re- appointed at the ensuing Annual General Meeting. Your Board has placed on record their appreciation for valuable guidance and immense support extended by them over the years as statutory auditors of the Company. Further your Company has received a letter from M/s. Mandawewala & Company, Chartered Accountants, Kolkata, expressing their interest to be appointed as the Statutory Auditors of the Company at the ensuing Annual General Meeting in place of the retiring auditor and indicated that if appointed, their appointment will be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The Board proposes and also recommends the appointment of M/s. Mandawewala & Company Chartered Accountants, Mumbai as Statutory Auditors of the Company. COMPLIANCE CERTIFICATE As required under the provisions of Section 383A of the Companies Act 1956, the Company has obtained a secretarial Compliance certificate from M/s. Ratish Tagde & Associates, Practising Company Secretaries. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The additional information as required under the provisions of Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given In Annexure-I. ACKNOWLEDGEMNTS Your Directors wish to thank to the Bankers as well as the Shareholders of the Company. The Board of Directors also wish to place on record their deep appreciation for the services rendered by the employees of the Company. Reg. Off: By Order of the Board of Directors Office No. 07, For: Chisel & Hammer (Mobel) Limited Laxmi Tower, (Formerly known as Living Room Lifestyle Ltd) Bandra Kurla Complex, Bandra East, Sd/- Mumbai-400 051 Pushpesh Kumar Bald Place: Mumbai Managing Director Date : 04th September, 2010. ANNEXURE-I I. CONSERVATION OF ENERGY: The Company is presently not carrying the manufacturing operations therefore; there is no material information to be given under Conservation of Energy and Technology Absorption. (a) Energy conservation measures taken - NIL (b) Additional investments and proposals if any, being implemented for reduction of consumption of energy - NIL (c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods - NIL (d) Total energy consumption and energy consumption per unit of production - NIL FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY A. Power and fuel consumption : NIL B. Consumption per unit of production : NIL II. TECHNOLOGY ABSORPTION Research & Development Company has not incurred any expenditure on this account during the year under review. FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.; I. Research and Development : NIL II. Technology Absorption, Adaptation and Innovation : NIL II. FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange Earnings and outgo: Since the Company had ceased its operations; there is no Foreign Exchange Earning and Outgo during the year under review. I. Earnings in Foreign Exchange during the year - NIL II. Foreign Exchange outgo during the year (Including Custom Duty/taxes, etc) 724,977 Reg. Off: By Order of the Board of Directors Office No. 07, For: Chisel & Hammer (Mobel) Limited Laxmi Tower, (Formerly known as Living Room Lifestyle Ltd) Bandra Kurla Complex, Bandra East, Sd/- Mumbai-400 051 Pushpesh Kumar Bald Place: Mumbai Managing Director Date : 04th September, 2010.