Emporis Projects Ltd Directors Report

Your Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2014 is summarized below:

(Rupees in Lacs)

Particulars	2013-2014	2012-2013
Sales	72.15	75.99
Other Income	37.73	30.86
Total Income	109.88	106.85
Total Expenses	98.94	96.85
Profit/(Loss)Before Tax	10.94	10.00
Tax	-	-
Current Tax	3.50	3.00
Income/Fringe Benefit Tax	-	1.40
Net Profit After Tax	7.44	5.60

The year was extremely challenging for the Company. The Company has been able to maintain nearly same income & profit, in spite of fluctuating economic conditions.

FUTURE OUTLOOK:

Your Company is currently focusing its resources in the business segments of shares & securities. The Company is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the year under review.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

ACCEPTANCE OF FIXED DEPOSTIS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

AUDITORS:

The Statutory Auditors, M/s. D. P. Agarwal & Co., Chartered Accountants, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re-appointment and his willingness for re- appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re-appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. D. P. Agarwal & Co., Chartered Accountants, is eligible to hold the office for a period of Five years up to 2019.

The members are therefore requested to appoint M/s. D. P. Agarwal & Co, Chartered Accountants as auditors for five years from the conclusion of the ensuing annual general meeting till the conclusion of the annual general meeting to be scheduled in 2019 subject to ratification at each year AGM and to fix their remuneration for the year 2014-15.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have 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 state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2014.

iii. That the Directors have taken sufficient and proper 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 forpreventing and detect i ng material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

vi. That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Managing Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

MANAGING DIRECTORS CERTIFICATE:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(1)(e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

DIRECTORS:

During the year Mr. Sadanand Sina Moolya was appointed as an Additional Director w.e.f. 12th June, 2014, Mr. Dhiresh Uttamchand Munver was as Additional Director on 1st July, 2013 & Mr. Anant Vasant Keer was appointed as a Whole-Time Director on 12th June, 2014.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all our employees for their contribution to your Companys performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

	By Order of the Board
	For Emporis Projects Limited
	SDA
Place: Ahmedabad	Jayantibhai Virdas Patel
Date: 28th August, 2014.	Managing Director
	DIN No. 00485932