Extol Commercials Ltd Directors Report

EXTOL COMMERCIAL LIMITED ANNUAL REPORT 2009-2010 DIRECTORS REPORT Your Directors are pleased to present the Twenty Fifth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2010. FINANCIAL RESULTS: The company was not able to procure any business during the year and therefore during the financial year the Company has earned a profit of Rs.21826/- as against Loss of Rs. 6215/- in previous year. DIVIDEND: In view of losses, your Directors dont recommend a dividend for the period ended 31st March 2010. BOARD OF DIRECTORS: Mr. Jerome Roque Dsouza and Mr. Hemant Tiwari were appointed as additional director during the year. They hold office upto the date of this Annual General Meeting. The company has received a notice from the members of the company proposing Mr. Jerome Roque Dsouza and Mr. Hemant Tiwari to appoint them as directors of the company. Necessary resolution is placed for their regular appointment. The Board of Director of the company has received resignation letters from Mr. Basant Ratanlal More and Mr. Paresh Bhupendra Mahajan and has decided to accept their resignation w.e.f. 31st August 2010. Your directors placed on record their appreciation for the valuable contribution made by him during his tenure with the company AUDITORS : M/s RITESH BURAD & CO., Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. FIXED DEPOSIT: The Company has not accepted any fixed deposit for the year ended on 31st March 2010. PARTICULARS OF EMPLOYEES: There was no employee who was in receipt of remuneration aggregating to the limit specified u/s 217(2A) employed throughout the financial year, therefore the names and other particulars of the employees of the company does not arise. COMPLIANCE CERTIFICATE FROM COMPANY SECERATARY Compliance Certificate from Company Secretary in Whole-Time Practice as required u/s 383 A of the Companies Act 1956 has been obtained and attached to the directors report as required under section 217. DIRECTORS RESPONSIBILITY STATEMENT: In compliance of Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Act, 2000, the Directors of your Company confirm. (i) that in the preparation of the annual accounts, the applicable accounting standards had 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 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 or loss of the company for that period; (iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) that the directors had prepared the annual accounts on a going concern basis. MATERIAL CHANGES: There was no any material changes & commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the annexed balance sheet relates & the date of the directors report. CONSERVATION OF ENERGY: The company doesnt have any plant & machinery of its own therefore the measures of energy conservation doesnt arise. TECHNOLOGY ABSORPTION: Since the company does not have any plant & machinery, the company has not carried out any Research & Development in any specific area. Therefore the question of Technology Absorption doesnt arise. FOREIGN EXCHANGE EARNING & OUTGO: The total foreign Exchange Expenditure during the year is NIL. The total exchange earned during the year is NIL. FOR & ON BEHALF OF BOARD OF DIRECTORS MANAGING DIRECTOR Place : Mumbai Date : 02.09.2010 COMPLIANCE CERTIFICATE Registration No. : 035094 Nominal Capital : Rs.75 LACS The Members EXTOL COMMERCIALS LIMITED MUMBAI - 400 022 I have examined the registers, records, books and papers of M/s. EXTOL COMMERCIALS LIMITED (the Company) as required to be maintained under the Companies Act, 1956 (the Act) 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 2010. 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 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 rules made there under and all entries therein have been duly recorded. 2. The company has duly filled forms and returns with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities during the year under scrutiny as stated in Annexure B. 3. The company being a Public limited company, comments are not required. 4. The Board of Directors duly met once in a quarter in respect of which meeting proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose. 5. The company was not required to close its Register of Members during the financial year. 6. The Annual General Meeting for the financial year ended on 31st March 2009 was held on 30th September 2009 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. NO Extra - Ordinary General Meeting was held during the financial year. 8. The Company has not advanced any loans to its directors or persons or firms or companies referred to under section 295 of the Act. 9. The Company has not entered into any contracts falling within the purview of section 297 of the Act. 10. The company has made necessary entries in the register maintained under section 301 of the Act. 11. As there were no instances falling within the purview of section 314 of the Act, the company has not obtained any approval from the Board of directors, members or Central Government. 12. The company has not issued any duplicate share certificate during the financial year. 13. The company has: - There was no allotment/transfer/transmission of securities during the financial year. - The company has not deposited any amount in a separate bank Account as no dividend was declared during the financial year. - The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year. - The Company did not have any monies lying in unpaid/ unclaimed dividends and accordingly no transfer has been made to the investor Education and Protection Fund. - Duly complied with the requirement of section 217 of the Act. 14. The Board of directors of the company is duly constituted. There is appointment of director in the AGM during the year, but the compliance is still pending at the year end. 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 agents during the financial year. 17. The Company was not required to obtain any approval of the Central Government, Company Law Board, Regional Director, Registrar and /or such authorities prescribed under the various provisions of the Act during the financial year. 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 any shares, debentures or 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 as the company has not issued any such securities in past. 22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The company has not invited / accepted any deposit including any unsecured loans falling within the purview of section 58A during the financial year. 24. The Company has not made any borrowings during the financial year. 25. The Company has made Loans & Investments to other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum with respect to the 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 during the financial year under scrutiny. 31. There was no prosecution initiated against or show cause notice received by the company and not fines or penalties or any other punishment was imposed on the company during the financial year, for offences under the Act. 32. The company has not received any money as security from its employees during the financial year. 33. The Company has deposited both employees and employers contribution to provident fund with prescribed authorities pursuant to section 418 of the Companies Act. For Alka Jain Company Secretaries Proprietor C.P. No. 5519 Place : Mumbai Date : 24th August 2010 Annexure: A Registers as maintained by the Company 1. Register of Members under section 150 and 2. Minutes Book of Meeting under section 193 of the Act. 3. Books of Accounts and Cost Records under Section 209 of the Act. 4. Registers of Directors Shareholding under section 307. 5. Register of Directors under section 303 of the Act 6. Register of Charges. 7. Register of Particulars of Contracts under section 301. 8. Registers and Returns under section 163. Annexure: B (Referred to in Para 2 of the Compliance Report of even date) Forms and Returns as filed by the company with Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending 31st March 2010. Sr. Form No./ A B C D E No. Return 1. Form Din-3 As per Rule 6 NA 01/05/2009 YES NO A = Filed under section B = For the Year C = Date of filing D = Whether filed within prescribed time E = If delay in filing whether requisite additional fee paid Place : Mumbai Date : 24th Aug 2010