Prakash Ceramics Ltd Directors Report.

PRAKASH CERAMICS LIMITED ANNUAL REPORT 2011-2012 DIRECTORS REPORT Dear Shareholders, Your Directors here by present the Twenty Second Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2012. REVIEW OF OPERATIONS: During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 191444/-. The management has taken measures as part of its continuous improvements to strengthen operations and viability. DIVIDEND: Your Directors have not declared any dividend during the year under review due to loss incurred. FIXED DEPOSIT: The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956. DIRECTORS: Mr. Anand Pardesi Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment. AUDITORS AND AUDITORS REPORT: M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors in their Auditors Report and the Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments. SECRETARIAL COMPLIANCE CERTIFICATE:: In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company. CORPORATE GOVERNANCE REPORT: Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors Certificate on its compliance is annexed separately to this Annual Report. PARTICULARS OF EMPLOYEES: The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company in not engage in manufacturing activities. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:- i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) The Directors have 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 that period; iii) The Directors 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) Directors have prepared the accounts on a going concern basis. ACKNOWLEDGMENT: Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business. For and on Behalf of the Board For, PRAKASH CERAMICS LIMITED PLACE: DHAR (M.P) (AANAND PARDESI) DATE : 01.09.2012 CHAIRMAN Annexure to Directors Report: COMPLIANCE CERTIFICATE Corporate Identity No.: U51902MP1990PLC005853 Nominal Capital: Rs.3,50,00,000/- To, The Members, PRAKASH CERAMICS LIMITED Survey no. 64, Village Kalsara, Khurd, Dhar, Madhya Pradesh I have examined the registers, records, books and papers of M/S PRAKASH CERAMICS 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 ended 31st March, 2012. 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, 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 and the rules made there under and all entries therein have been recorded. 2. The company has not filed any forms and returns as prescribed under the Act and the rules made thereunder with the Registrar of Companies during the aforesaid financial year. 3. The company, being public limited company, comments are not required. 4. The Board of Directors met 5 (Five) times on 29.04.2011, 30.07.2011, 30.08.2011, 05.11.2011 and 08.02.2012 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 5. The company has closed its Register of members and share transfer books from 24.09.2011 to 30.09.2011 (both days inclusive) and necessary compliance of Section 154 of the Companies Act has been made. 6. The Annual General Meeting for the financial year ended on 31.03.2011 was held on 30.09.2011 after giving due notice to the members of the company and the resolutions passed thereat were 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 contracts specified under Section 297 of the Act during the financial year. 10. The company has made necessary entry 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 approvals from the board of directors, members or central government. 12. The company has not issued duplicate share certificates during the financial year. 13. The company: (i) There was no allotment of shares during the year. The Company has delivered all the certificates on lodgment thereof for transfer/ transmission or any other purpose in accordance with the provisions of the Act. (ii) Has not deposited any amount in a separate bank account as no dividend was declared during the financial year. (iii) Was not required to post warrants to any member of the company as no dividend was declare during the financial year. (iv) Has no amount outstanding in unpaid dividend account, application money due for refund, matured deposit, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years. (v) Has complied with the requirements of section 217 of the Act. 14. The board of directors of the company is duly constituted. There was appointment of additional directors of the company. There was no Appointment of Alternate Directors 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 agents during the financial year. 17. The Company has obtained all necessary approvals, wherever necessary, of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the provisions of the Act. 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. The company has not issued any preference shares or debentures so question of redemption of preference shares or debentures does not arise. 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 deposits including any unsecured loans falling within the purview of Section 58A during the financial year. 24. The amount borrowed by the Company from Directors, members, public, financial institution, banks and others during the financial year ended 31st March, 2012 are within the borrowing limits of the Company as laid down in Section of 293(1)(d) of the Act. 25. The company has not made any loan and advances to other bodies corporate as prescribed under section 372A of the Companies Act, 1956. 26. The company has not altered the provisions of the memorandum with respect to situation of the companys registered office during the year under scrutiny. 27. The company has not altered the provisions of the memorandum with respect to change of object of the company during the year under scrutiny. 28. The company has not altered the provisions of the memorandum with respect to change of 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 with respect to change of name of the company during the financial year. 31. As per information and explanations furnished to me that there was no prosecution initiated against or show cause notices received by the company and no fines or penalties or any other punishments 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 not deducted any contribution towards provident fund pursuant to section 418 of the companies act, 1956 during the financial year. [SHUBHAM AGARAWAL] PLACE: BHILWARA Company Secretaries DATE : 01.09.2012 C. P. NO.: 10640 ANNEXURE: A: SECRETARIAL COMPLIANCE CERTIFICATE The Company has been maintaining the statutory records such as: Sr. Under Name of the Register No. Section 1. 150 Register of Members 2. 193 Minutes Book of Annual General Meeting 3. 193 Minutes Book of Board Meeting 4. 209 Books of Accounts 5. 303 Register of Directors, Managing Director, Manager & Secretary 6. 307 Register of Directors Shareholdings MANAGEMENT DISCUSSION AND ANALYSIS Annexure to Directors Report Outlook: The company is confident in spite of the possible recessionary conditions in the industry it will perform better in view of the strong fundamentals of the Indian companies and hope to improve its Turnover. Internal Controls Systems and their adequacy: The company has adequate internal control systems to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of law and regulations. The internal control system is supported by the internal audit process. The Internal Auditor reviews and ensures that the audit observations are acted upon. The Audit Committee of the Board reviews the Internal Audit reports and the adequacy and effectiveness of internal controls. Human Resources: The relationship with the employees continues to be cordial. The Company recognizes the importance and contribution of its employees for its growth and development and constantly endeavors to train nurture and groom its people The Company puts emphasis on attracting and retaining the right talent. The company places emphasis on training and development of employees at all levels and has introduced methods and practices for Human Resource Development. Cautionary Statement: Statements in this Management Discussion and Analysis describing the companys objectives, projections, estimates and expectations may be forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.