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Directors Report of Anka India Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting this 31st Annual Report together with Audited
Accounts of the Company for the Financial Year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE OVERVIEW
The financial results of the Company for the year ended 31st March, 2025 and for the
previous year ended 31st March, 2025 are as follows:
[Amount in Rs "Thousand"]
|
Particulars |
Financia |
Results |
|
Year Ended |
Year Ended |
|
|
Income from Operation |
- |
- |
|
Other Income |
6,391 |
5,734 |
|
Total Income |
6,391 |
5,734 |
|
Total Expenses |
2,971 |
1,473 |
|
Profit/Loss before Finance Cost, |
3,420 |
4,261 |
|
Finance Cost |
25 |
- |
|
Depreciation |
55 |
61 |
|
Profit/loss before Tax |
3,340 |
4,200 |
|
Provision for Taxation |
- |
- |
|
Deferred Tax (Assets)/Liability |
3,62 |
- |
|
Earlier Year Taxes |
6,55 |
- |
|
Profit/loss for the Year |
2,323 |
4,200 |
|
Earnings per Share (Basic) |
0.17 |
0.48 |
|
Earnings per Share (Diluted) |
0.17 |
0.20 |
2. DIVIDEND
To provide a financial cushion to its future prospects, the Board of Directors does not
recommend any dividend for the year ending March 31, 2025.
3. TRANSFER TO RESERVES
The Board does not propose to transfer any amount to the reserves.
4. WEB LINK OF ANNUAL RETURN, IF ANY:
The Company is having website i.e._ https://www.ankaindia.com and annual return of
Company has been published on such website. Link of the same is given below:
https://www.ankaindia.com/financial-statements/annual-return
5. STATE OF COMPANY''S AFFAIR AND FUTURE OUTLOOK
The financials year 2024-25 has proven to be a successful year for the Company as the
income of the Company has been increased form Rs. 5,734 (P.Y.) to Rs. 6,391 (C.Y).
However, the profit of the Company has been decreased from Rs. 4,200 (P.Y.) to Rs.
2,323 (C.Y.) and also Company is not able to generate any revenue from its operation but
the amazing part is that the Company has completed the acquisition of Futech Internet
Private Limited by swapping of 3,61,54,529 (Three Crore Sixty One Lakh, Fifty- Four
Thousand Five Hundred Twenty Nine) Equity Shares of face value of Rs. 10/- (Rupees
Ten) each, fully paid-up, ("Equity Share") at an Issue Price of Rs. 17 (Rupees
Seventeen only) per equity share of the Company and now Futech Internet Private
Limited has become wholly owned subsidiary of the Company.
Further Board has also decided to merge the Futech Internet Private Limited and
accordingly is in process to file necessary merger application with the relevant authorities.
The board of the Directors are putting their best efforts and they believe that the due to
acquisition/merger of Futech Internet Private Limited the Company will achieve its long term
objective and to achieve new heights.
The operational aspects of the Company''s working have been covered in detail in the
Management Discussion and Analysis Report and the same is deemed to be part of this
Directors'' Report.
6. CHANGE IN THE NATURE OF BUSINESS
There are no change in the nature of business of the Company during the financial year.
However after the end of the financial year the Company has changed its main objects from
media and entertainment to It and Advertising the detailed explanation for the change in
the objects are already explained in the Extra ordinary General Meeting of the Company
held on 12th April, 2025.
7. MATERIAL CHANGES AND 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 AND THE DATE OF THE REPORT
There has been no material change and commitments occurred, between the end of the
financial year of the Company i.e. 31st March, 2025 and the date of this report affecting the
financial position of the Company except the acquisition of Futech Internet Private Limited.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant and material order passed by the Regulators or Court, which would
impact the going concern status of the Company and its future operations.
9. INTERNAL FINANCIAL CONTROL
The Company''s Internal Auditors have conducted periodic audit to provide reasonable
assurance that the Company''s established policies and procedures have been followed. The
Audit Committee constituted by the Board reviews the internal control and financial
reporting issues with the Internal Auditors.
A detailed note has been provided under Management Discussion and Analysis report
10.SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES, PERFORMANCE
AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES
During the period under review no company have become or ceased to be its Subsidiaries,
joint ventures or associate companies.
The Company does not have any Subsidiary, Joint venture Company or Associate
Companies hence there is no comments is required on their performance.
11. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF
As Company has not done any one time settlement during the year under review hence no
disclosure is required.
12. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.
13. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF
As Company has not done any one time settlement during the year under review hence no
disclosure is required.
14. DETAILS OF MONEY ACCEPTED FROM DIRECTOR
During the period under review the Company has accepted money in the form of unsecured
loan from the director or relative of the director of the Company the details of which are
forming part of the financials statement as attached herewith.
15. DEPOSIT
During the year under review, your Company did not accept any Deposits from the Public
covered under Chapter V of the Companies Act, 2013.
16. AUDITORS
⢠STATUTORY AUDITORS
M/S R.S. Prabhu & Associates, Chartered Accountants, Firm Registration No. 127010W was
appointed as the statutory auditors in the 27th Annual General Meeting of the Company who
shall holds office upto the conclusion of the 32nd Annual General Meeting of the Company as
per the provisions of the Section 139 of the Companies Act, 2013 and there is no change in
the auditor of the Company.
⢠INTERNAL AUDITORS
Pursuant to the provisions of section 138 of the Companies Act, 2013 every listed Company
has to appoint an Internal Auditor who shall either be a chartered accountant or a cost
accountant, or such other professional as may be decided by the Board to conduct internal
audit of the functions and activities of the company. Accordingly, the Board of Directors of
your Company in their meeting held on 30/05/2025 has re-appointed M/s Manoj S. Sharma
& Associates Chartered Accountants, Delhi as Internal Auditors of the Company, pursuant to
the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2025-2026.
⢠SECRETARIAL AUDITORS
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex
with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice,
in the prescribed format.
The Board of Directors appointed M/s Dhingra and Associates having Membership No.:
54386, Company Secretary, as Secretarial Auditor to conduct Secretarial Audit of the
Company for Financial Year 2024-25 and their report is annexed to this Board report
Annexure B.
17. AUDITORS'' REPORT
⢠STATUTORY AUDIT REPORT
|
S. NO |
AUDITORS REMARKS |
DIRECTORS REPLY |
|
1 |
Inventories amounting to ?22,50,000/- |
The Board is making their best efforts |
|
have been lying idle for more than |
for getting the films released and |
|
|
twelve months. The Company has not |
generate revenue |
|
|
2 |
Intangible assets under development |
The Board is making their best efforts |
|
amounting to 26,99,84,393/- have been |
for getting the songs released and sell |
|
|
3 |
The Company continues to recognize the |
As per the recent developments the |
Rest of the observations of the auditors on the Financial Statements including relevant notes
on the accounts are self-explanatory and therefore do not call for any further comments.
During the year under review, the Auditors had not reported any matter under Section
143(12) of the Companies Act, 2013 therefore no detail is required to be disclosed under
Section 134(3) of the Act.
⢠SECRETARIAL AUDITOR REPORT
|
S. NO |
AUDITORS REMARKS |
DIRECTORS REPLY |
|
1 |
The Company is not maintaining Structured |
The Company has implemented |
|
2 |
The Company has also not filled Statement |
The Company has filled the |
|
of Deviation of Funds pursuant to Regulation |
statement of deviation for June |
|
|
3 |
The Company has not filed form MGT-14 u/s |
The Company has will file the |
|
4 |
The Company has not complied with SEBI |
The Company has closed the The said non compliance is totally The Board hereby confirm that it |
|
5. |
The Company has not filled the financials for |
The board has filled the scanned |
18.SHARE CAPITAL
Recognizing the needs of the business and to strengthen the working capital of the
Company the Board of Directors has raised the funds by issue of further share capital.
The Company has issued 54,10,375 Equity Shares at a price of Rs 10/- per share each upon
the conversion of warrants and accordingly the paid up share capital of the Company has
been increased from Rs. Rs. 9,97,75,810 (Rupees Nine Crore Ninety Seven Lakh Seventy
Five Thousand Eight Hundred Ten) to 15,38,79,560 (Rupees Fifteen Crore Thirty Eight Lakh
Seventy Nine Thousand Five Hundred Sixty).
Further the Company Forfeited 73,12,044 Share Warrants upto the extent of payments
made (Rs.3 Per Share Warrant). Forfeiture was made in the month of August 2024 being
the completion of 18 months from the date of allotment as stipulated by the SEBI Act &
Rules.
⢠DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS
All the equity shares of the Company are having pari - passu rights and the Company has
not issued any equity shares with differential rights.
⢠DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any sweat equity during the year.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
Information under Section 134 of the Companies Act, 2013 read with the rules made there
under is given in Annexure ''C'' forming part of this Report.
20. CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate
Affairs every company having the net worth of Rs. 500 crores or more, turnover of Rs. 1000
crores or more, or net profit of Rs 5 Crore or more during any financial year have to spend
at least 2% of the average net profit of the company made during the three immediately
preceding financial years.
As per the guidelines given above our company does not come under the stipulated
category to spend any amount on the CSR activity.
21. DIRECTORS AND KEY MANAGERIAL PERSON
a. CHANGES IN DIRECTORS
Mr. SULAKASHANA TRIKHA (DIN: 02924761) retires by rotation and being eligible, offers
himself for re-appointment in accordance with the provisions of Section 152(6) and the
Articles of Association of the Company. A resolution seeking shareholders'' approval for his
re-appointment forms part of the Notice.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the
Secretarial Standards on General Meeting (''SS-2'') are given in the Notice of this AGM,
forming part of the Annual Report.
Further, during the period under review, there are no changes in the Board of Directors of
the Company expect the appointment of Mr Raman Rakesh Trikha on 30.09.2024 who is
liable to retire by rotation.
b. CHANGES IN KEY MANAGERIAL PERSON
During the period under review there are no changes in key managerial persons.
c. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors of the Company have given requisite declarations under Section
149(7) of the Act, that they meet the criteria of independence as laid down under Section
149(6) of the Act along with Rules framed thereunder.
In the opinion of the Board, the Independent Directors possess the requisite expertise and
experience and are persons of high integrity and repute. They fulfil the conditions specified
in the Act as well as the Rules made thereunder and are independent of the management.
d. BOARD EVALUATION
The evaluation framework for assessing the performance of Directors of your Company
comprises of contributions at the meetings, strategic perspective or inputs regarding the
growth and performance of your Company, among others
Pursuant to the provisions of the Act and the Listing Regulations, the Directors have carried
out the annual performance evaluation of the Board, Independent Directors, Non-executive
Directors, Executive Directors, Committees and the Chairman of the Board.
The details of Programme for familiarization of Directors of your Company are available on
your Company''s website viz www.ankaindia.com.
22.MEETINGS
During the financial year 2024-25 there were 7 (Seven) Board Meetings, 5 (Five) Audit
Committee meetings, 3 (Three) meetings of the Stakeholder relationship committee, 1
(One) meeting of the Nomination and remuneration Committee and 1 (One) meeting of
Independent Director held for which proper notice has been given and the proceedings are
recorded in the minutes thereof. The provisions of Companies Act, 2013 were adhered while
considering the time gap between two meetings.
The Details of the Board and Committee Meetings are as Follows:-
|
S. No |
Date of |
Board Meetin g |
Audit Committ ee Meeting |
Stakeholder relationship committee |
Nomination and remuneratio |
Independe |
|
1 |
30/05/2024 |
V |
V |
V |
- |
- |
|
2 |
08/08/2024 |
V |
- |
- |
- |
- |
|
3 |
14/08/2024 |
V |
V |
- |
- |
- |
|
4 |
04/09/2024 |
V |
- |
V |
- |
- |
|
5 |
14/11/2024 |
V |
V |
- |
- |
- |
|
6 |
14/02/2025 |
V |
V |
V |
V |
- |
|
7 |
13/03/2025 |
V |
V |
- |
- |
V |
In terms of section 177 of the Companies Act, 2013 the Composition of the Audit committee
is Mrs. Niti Sethi is the Chairman and Mrs. Sulakshana Trikha and Mrs. Asha Kishinchand are
the Members.
During the period under review the board has accepted all the recommendation of the Audit
committee.
23. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud free and corruption free work culture has been the core of the company''s functioning.
In view of the potential risk of fraud and corruption due to rapid growth and geographical
spread of operations, the Company has put even greater emphasis to address this risk.
To meet this objective, a Whistle Blower Policy has been laid down. The same policy as
approved by the Board was uploaded on the Company website at web link
www.ankaindia.com.
24. REMUNERATION POLICY
The Board has framed a policy for selection of and appointment of Directors, Senior
Management and their remuneration and the same has been uploaded on the website of the
Company at web link www.ankaindia.com.
25. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT
Information regarding loans, guarantees and investments covered under the provisions of
section 186 of the Act, are detailed in the financial statements.
26. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an
arm''s length basis and in the ordinary course of business. There are no materially significant
related party transactions made by the Company with Promoters, Directors, and Key
Managerial Person etc., which may have potential conflict with the interest of the Company
at large.
All related party transactions were presented to the Audit Committee and the Board.
Approval is obtained for the transactions which are foreseen and repetitive in nature.
Related party transactions entered were presented before the Board and Audit Committee
on quarterly basis, specifying the nature, value and terms and conditions of the
transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the
Company''s website at the web link www.ankaindia.com.
No Material Related Party Transactions were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)
(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
27. CORPORATE GOVERNANCE
As per the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation 2015 The compliance with the corporate governance provisions as specified in
regulations 17, 77[17A,] 18, 19, 20, 21,22, 23, 24, 78[24A,] 25, 26, 79[26A,] 27 and
clauses (b) to (i) 80[and (t)] of sub-regulation (2) of regulation 46 and para C , D and E of
Schedule V shall not apply, in respect of listed entity having paid up equity share capital not
exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the
last day of the previous financial year.
Whereas as per the last Audited Balance Sheet as made up till 31.03.2024 the Company
falls short of the above mentioned criteria, hence the provisions relating to Corporate
Governance as mentioned above para does not apply to the Company. However, the
company is taking utmost care and following all the provisions of the Corporate Governance
as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations
2015.
28. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
Since Company has not paid any remuneration to any of its directors pursuant to Section
197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial personnel) Rules 2014 median employee remuneration cannot be compared.
Hence the said details are not provided.
29. RISK MANAGEMENT POLICY
Risk Management is a very important part of every business. Company''s Risk Management
Policy divides Risk into two broad categories; one Risk Associated at the Transactional Level
and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriate
control mechanism and operating effectiveness of the Internal Financial Controls and Legal
Compliance System. The company has created appropriate structures with proper
delegation of duties and responsibilities of employee at each level on enterprise basis for
compliances thereof.
In respect of Risk Associated at Decision Making level like political, social & economic,
market, technology, capital structure, foreign exchange & interest rate, they are evaluated
before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and Legal Compliance
System are periodically reviewed by the Management, Internal Auditors, Statutory Auditors
and the Audit Committee.
30. PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the
year. Your Directors wish to place on record their sincere appreciations for the continued,
sincere and devoted services rendered by all the employees of the Company.
31. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (''Act''), the Company has constituted Internal Complaints
Committees (ICC) which are responsible for redressal of complaints related to sexual
harassment. The objective of the Policy is to create and provide a work environment that is
safer, civilized, free from any sort of hostility, supportive to the diversity & dignity of all
Associates, where Associates feel secure, provide protection to the Associates at the
workplace and established guidelines for prevention & redressal of complaints of sexual
harassment and matters connected or incidental thereto at the workplace on the basis of
natural justice and confidentiality.
The Company is committed to provide a safe and conducive work environment to its women
employees.
The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 [14 of 2013]
|
Number of Sexual Harassment Complaints received |
NIL |
|
Number of Sexual Harassment Complaints disposed off |
NIL |
|
Number of Sexual Harassment Complaints beyond 90 days |
NIL |
32. STATEMENT THAT THE COMPANY HAS COMPLIED WITH MATERNITY BENEFIT
ACT.
The Company affirms that it has duly complied with all provisions of the Maternity Benefit
Act, 1961, and has extended all statutory benefits to eligible women employees during the
year.
33. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR
|
Male |
3 |
|
Female |
3 |
|
Transgender |
- |
34.COST RECORDS
The Company is not required maintain cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013,
35.SECRETARIAL STANDARDS
The Company has duly complied with the secretarial standards as prescribed by the ICSI.
36.DIRECTORS'' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of the Company,
subject to disclosures in the Annual Accounts and also on the basis of the discussion with
the Statutory Auditors/Internal Auditors of the Company from time to time, your Directors
make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013
a) in the preparation of the annual accounts for the year ended March 31st 2025, the
applicable accounting standards read with requirements set out under Schedule III to
the Act, have been followed and there are no material departures from the same;
b) 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 as at March 31st, 2025 and of the loss of
the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
The Company''s Internal Auditors have conducted periodic audit to provide reasonable
assurance that the Company''s established policies and procedures have been followed. The
Audit Committee constituted by the Board reviewed the internal controls and financial
reporting issues with Internal Auditors and Statutory Auditors.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all the Institutions & Banks, Government
Authorities where company''s operations are carried out, Shareholders, Customers, Suppliers
and other Business Associates for their continued co-operation and patronage.
FOR AND ON BEHALF OF THE BOARD
Place: Gurgaon
Dated: 03/09/2025
SD/- SD/-
SULAKASHANA TRIKHA RAMAN RAKESH TRIKHA
WHOLE TIME DIRECTOR DIRECTOR
DIN 0292476 DIN:00383578
Mar 31, 2024
Your Directors have pleasure in presenting this 30th Annual Report together with
Audited Accounts of the Company for the Financial Year ended 31st March, 2024.
1. FINANCIAL PERFORMANCE OVERVIEW
The financial results of the Company along with its subsidiary Company for the year
ended 31st March, 2024 and for the previous year ended 31st March, 2023 are as
follows:
[Amount in Rs "Lakhs"]
|
Particulars |
Standalone Financial |
Consolidated Financial |
||
|
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
|
Income from Operation |
0.00 |
0.00 |
- |
145.08 |
|
Other Income |
57.34 |
4.89 |
- |
5.13 |
|
Total Income |
57.34 |
4.89 |
- |
150.21 |
|
Total Expenses |
15.34 |
21.56 |
- |
221.21 |
|
Profit/Loss before |
42.00 |
(16.67) |
(71.00) |
|
|
Finance Cost |
- |
- |
- |
- |
|
Depreciation |
- |
(0.38) |
- |
(13.69) |
|
Profit/loss before Tax |
42.00 |
(17.05) |
- |
(84.69) |
|
Provision for Taxation |
- |
- |
- |
- |
|
Deferred Tax |
- |
- |
- |
(7.15) |
|
Short/ (Excess) Provision of |
- |
- |
- |
- |
|
Profit/loss for the Year |
42.00 |
(17.05) |
- |
(77.54) |
|
Earnings per Share (Basic) |
0.48 |
(0-27) |
- |
(1.23) |
|
Earnings per Share |
0.20 |
(0.27) |
- |
|
3. TRANSFER TO RESERVES
The Board does not propose to transfer any amount to the reserves.
4. STATE OF COMPANY''S AFFAIR AND FUTURE OUTLOOK
The financial year 2023-24 has not been a successful year for the Company as the
Company has sold 100% shares of Legend SRS Cinemas Private Limited that the
Company acquired during the last financial year. Legend SRS cinemas private Limited
was sold only to not create further losses in the books of accounts of ANKA INDIA LTD.
At the time of acquisition the Company had hoped that with this it would be able to turn
around the positions jointly. However due to low turnout in the theatres and with very
less content in the offering specially after covid, it was collectively decided to
discontinue with the subsidiary
The board of the Directors are putting their best efforts and they believe that the
Company will earn profits in the upcoming years.
The operational aspects of the Company''s working have been covered in detail in the
Management Discussion and Analysis Report and the same is deemed to be part of this
Directors'' Report.
5. CHANGE IN THE NATURE OF BUSINESS
There are no change in the nature of business of the Company during the financial
year.
6. MATERIAL CHANGES AND 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 AND THE DATE OF THE REPORT
There has been no material change and commitments occurred, between the end of the
financial year of the Company i.e. 31st March, 2024 and the date of this report affecting
the financial position of the Company.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURT
There are no significant and material order passed by the Regulators or Court, which
would impact the going concern status of the Company and its future operations.
8. INTERNAL FINANCIAL CONTROL
The Company''s Internal Auditors have conducted periodic audit to provide reasonable
assurance that the Company''s established policies and procedures have been followed.
The Audit Committee constituted by the Board reviews the internal control and financial
reporting issues with the Internal Auditors.
A detailed note has been provided under Management Discussion and Analysis report
9. SUBSIDIARY. JOINT VENTURES AND ASSOCIATE COMPANIES,
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES.
ASSOCIATES AND JOINT VENTURE COMPANIES
During the period under review, Legend SRS Cinemas Private Limited was discontinued
to be the wholly owned Subsidiary of the Company and further, the Company does not
have any Joint venture Company or Associate Companies hence there is no comments
is required on their performance.
10. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF
As Company has not done any one time settlement during the year under review hence
no disclosure is required.
11. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016
Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.
12. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF
As Company has not done any one time settlement during the year under review hence
no disclosure is required.
13. DETAILS OF MONEY ACCEPTED FROM DIRECTOR
During the period under review the Company has accepted money in the form of
unsecured loan from the director or relative of the director of the Company the details
of which are forming part of the financials statement as attached herewith.
14. DEPOSIT
During the year under review, your Company did not accept any Deposits from the
Public covered under Chapter V of the Companies Act, 2013.
15. AUDITORS
⢠STATUTORY AUDITORS
M/S R.S. Prabhu & Associates, Chartered Accountants, Firm Registration No. 127010W
was appointed as the statutory auditors in the 27th Annual General Meeting of the
Company who shall holds office upto the conclusion of the 32nd Annual General Meeting
of the Company as per the provisions of the Section 139 of the Companies Act, 2013
and there is no change in the auditor of the Company.
⢠INTERNAL AUDITORS
Pursuant to the provisions of section 138 of the Companies Act, 2013 every listed
Company has to appoint an Internal Auditor who shall either be a chartered accountant
or a cost accountant, or such other professional as may be decided by the Board to
conduct internal audit of the functions and activities of the company. Accordingly, the
Board of Directors of your Company in their meeting held on 30/05/2024 has re¬
appointed M/s Manoj S. Sharma & Associates Chartered Accountants, Delhi as Internal
Auditors of the Company, pursuant to the provisions of Section 138 of the Companies
Act, 2013 for the Financial Year 2024-2025.
⢠SECRETARIAL AUDITORS
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to
annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary
in practice, in the prescribed format.
The Board of Directors appointed Mr. Rahul Gupta, Company Secretary, as Secretarial
Auditor to conduct Secretarial Audit of the Company for Financial Year 2023-24 and
their report is annexed to this Board report Annexure B.
16. AUDITORS'' REPORT
⢠STATUTORY AUDIT REPORT
|
S. NO |
AUDITORS REMARKS |
DIRECTORS REPLY |
|
1 |
Company continues to recognize minimum |
The board is evaluating the |
Rest of the observations of the auditors on the Financial Statements including relevant
notes on the accounts are self-explanatory and therefore do not call for any further
comments.
During the year under review, the Auditors had not reported any matter under Section
143(12) of the Companies Act, 2013 therefore no detail is required to be disclosed
under Section 134(3) of the Act.
⢠SECRETARIAL AUDITOR REPROT
|
S. NO |
AUDITORS REMARKS |
DIRECTORS REPLY |
|
1 |
The Company is not maintaining Structured |
The Company has procured |
|
2. |
The Company has also not filled SDD |
The Company has filled the |
|
3. |
The Company has also not filled Statement of |
The Company has filled the |
17. SHARE CAPITAL
Recognizing the needs of the business and to strengthen the working capital of the
Company the Board of Directors has raised the funds by issue of further share capital.
The Company has issued 12,39,867 Equity Shares at a price of Rs 10/- per share each
on the conversion of warrants and accordingly the paid up share capital of the Company
has been increased from Rs. 8,73,77,140 (Rupees Eight Crore Seventy Three Lakh
Seventy Seven Thousand One Hundred Forty) to Rs. 9,97,75,810 (Rupees Nine Crore
Ninety Seven Lakh Seventy Five Thousand Eight Hundred Ten).
⢠DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS
All the equity shares of the Company are having pari - passu rights and the Company
has not issued any equity shares with differential rights.
⢠DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any sweat equity during the year.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO
Information under Section 134 of the Companies Act, 2013 read with the rules made
there under is given in Annexure ''C'' forming part of this Report.
19. CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility) Rules, 2014 read with various clarifications issued by Ministry of
Corporate Affairs every company having the net worth of Rs. 500 crores or more,
turnover of Rs. 1000 crores or more, or net profit of Rs 5 Crore or more during any
financial year have to spend at least 2% of the average net profit of the company made
during the three immediately preceding financial years.
As per the guidelines given above our company does not come under the stipulated
category to spend any amount on the CSR activity.
20. DIRECTORS AND KEY MANAGERIAL PERSON
a. CHANGES IN DIRECTORS
1. Mr. RAMAN RAKESH TRIKHA (DIN: 00383578) retires by rotation and being
eligible, offers himself for re-appointment in accordance with the provisions of
Section 152(6) and the Articles of Association of the Company. A resolution
seeking shareholders'' approval for his re-appointment forms part of the Notice.
2. Mr. Tarun Jain, director on the Board of the Company resigned from their office
from 28/12/2023 by giving a notice in writing to the Company.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and
the Secretarial Standards on General Meeting (''SS-2'') are given in the Notice of this
AGM, forming part of the Annual Report.
Further, during the period under review, there are no changes in the Board of Directors
of the Company.
b. CHANGES IN KEY MANAGERIAL PERSON
During the period under review there are no changes in key managerial persons.
c. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors of the Company have given requisite declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down
under Section 149(6) of the Act along with Rules framed thereunder.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. They fulfil the conditions
specified in the Act as well as the Rules made thereunder and are independent of the
management.
d. BOARD EVALUATION
The evaluation framework for assessing the performance of Directors of your Company
comprises of contributions at the meetings, strategic perspective or inputs regarding
the growth and performance of your Company, among others
Pursuant to the provisions of the Act and the Listing Regulations, the Directors have
carried out the annual performance evaluation of the Board, Independent Directors,
Non-executive Directors, Executive Directors, Committees and the Chairman of the
Board.
The details of Programme for familiarization of Directors of your Company are available
on your Company''s website viz www.ankaindia.com.
21. MEETINGS
During the financial year 2023-24 there were 7 (Seven) Board Meetings, 4 (Four) Audit
Committee meetings, 4 (Four) meetings of the Stakeholder relationship committee, 1
(One) meeting of the Nomination and remuneration Committee and 1 (One) meeting of
Independent Director held for which proper notice has been given and the proceedings
are recorded in the minutes thereof. The provisions of Companies Act, 2013 were
adhered while considering the time gap between two meetings.
The Details of the Board and Committee Meetings are as Follows:-
|
S. |
Date of |
Board |
Audit |
Stakeholder |
Nomination |
Independ |
|
N |
Meeting |
Meeti |
Committ |
relationship |
and |
ent |
|
o |
ng |
ee Meeting |
committee |
remuneratio n Committee |
Director Meeting |
|
Meeting |
||||||
|
1 |
30/05/2023 |
V |
V |
V |
- |
- |
|
2 |
14/08/2023 |
V |
V |
- |
- |
- |
|
3 |
04/09/2023 |
V |
- |
V |
- |
- |
|
4 |
14/11/2023 |
V |
V |
- |
- |
- |
|
5 |
02/01/2024 |
V |
- |
V |
V |
- |
|
6 |
14/02/2024 |
V |
V |
- |
- |
- |
|
7 |
26/03/2024 |
V |
- |
V |
- |
- |
|
8 |
31/03/2024 |
- |
- |
- |
- |
V |
In terms of section 177 of the Companies Act, 2013 the Composition of the Audit
committee is Mrs. Niti Sethi is the Chairman and Mrs. Sulakshana Trikha and Mrs. Asha
Kishinchand are the Members.
During the period under review the board has accepted all the recommendation of the
Audit committee.
22. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud free and corruption free work culture has been the core of the company''s
functioning. In view of the potential risk of fraud and corruption due to rapid growth
and geographical spread of operations, the Company has put even greater emphasis to
address this risk.
To meet this objective, a Whistle Blower Policy has been laid down. The same policy as
approved by the Board was uploaded on the Company website at web link
www.ankaindia.com.
23. REMUNERATION POLICY
The Board has framed a policy for selection of and appointment of Directors, Senior
Management and their remuneration and the same has been uploaded on the website
of the Company at web link www.ankaindia.com.
24. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT
Information regarding loans, guarantees and investments covered under the provisions
of section 186 of the Act, are detailed in the financial statements.
25. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm''s length basis and in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors,
and Key Managerial Person etc., which may have potential conflict with the interest of
the Company at large.
All related party transactions were presented to the Audit Committee and the Board.
Approval is obtained for the transactions which are foreseen and repetitive in nature.
Related party transactions entered were presented before the Board and Audit
Committee on quarterly basis, specifying the nature, value and terms and conditions of
the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the
Company''s website at the web link www.ankaindia.com.
No Material Related Party Transactions were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
26. CORPORATE GOVERNANCE
As per the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation 2015 all the listed entities having paid up equity share capital of more than
Rupees Ten crore and having a net worth of Rs twenty five crores should comply with
the provisions of regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b)
to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V.
Whereas as per the last Audited Balance Sheet as made up till 31.03.2024 the
Company falls short of the above mentioned criteria, hence the provisions relating to
Corporate Governance as mentioned above para does not apply to the Company.
However, the company is taking utmost care and following all the provisions of the
Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure
Requirements) Regulations 2015.
27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
Since Company has not paid any remuneration to any of its directors pursuant to
Section 197 of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial personnel) Rules 2014 median employee remuneration
cannot be compared. Hence the said details are not provided.
28. RISK MANAGEMENT POLICY
Risk Management is a very important part of every business. Company''s Risk
Management Policy divides Risk into two broad categories; one Risk Associated at the
Transactional Level and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriate
control mechanism and operating effectiveness of the Internal Financial Controls and
Legal Compliance System. The company has created appropriate structures with proper
delegation of duties and responsibilities of employee at each level on enterprise basis
for compliances thereof.
In respect of Risk Associated at Decision Making level like political, social & economic,
market, technology, capital structure, foreign exchange & interest rate, they are
evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and Legal
Compliance System are periodically reviewed by the Management, Internal Auditors,
Statutory Auditors and the Audit Committee.
29. PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the
year. Your Directors wish to place on record their sincere appreciations for the
continued, sincere and devoted services rendered by all the employees of the Company.
30. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (''Act''), the Company has constituted Internal
Complaints Committees (ICC) which are responsible for redressal of complaints related
to sexual harassment. The objective of the Policy is to create and provide a work
environment that is safer, civilized, free from any sort of hostility, supportive to the
diversity & dignity of all Associates, where Associates feel secure, provide protection to
the Associates at the workplace and established guidelines for prevention & redressal of
complaints of sexual harassment and matters connected or incidental thereto at the
workplace on the basis of natural justice and confidentiality.
The Company is committed to provide a safe and conducive work environment to its
women employees.
The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]
31. COST RECORDS
The Company is not required maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013,
32. SECRETARIAL STANDARDS
The Company has duly complied with the secretarial standards as prescribed by the
ICSI.
33. DIRECTORS'' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of the Company,
subject to disclosures in the Annual Accounts and also on the basis of the discussion
with the Statutory Auditors/Internal Auditors of the Company from time to time, your
Directors make the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013
a) in the preparation of the annual accounts for the year ended March 31st 2024, the
applicable accounting standards read with requirements set out under Schedule III
to the Act, have been followed and there are no material departures from the same;
b) 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 as at March 31st, 2024 and
of the loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
The Company''s Internal Auditors have conducted periodic audit to provide reasonable
assurance that the Company''s established policies and procedures have been followed.
The Audit Committee constituted by the Board reviewed the internal controls and
financial reporting issues with Internal Auditors and Statutory Auditors.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all the Institutions & Banks,
Government Authorities where company''s operations are carried out, Shareholders,
Customers, Suppliers and other Business Associates for their continued co-operation
and patronage.
FOR AND ON BEHALF OF THE BOARD
Place: Gurgaon
Dated: 04/09/2024
SD/- SD/-
SULAKASHANA TRIKHA RAMAN RAKESH TRIKHA
WHOLE TIME DIRECTOR DIRECTOR
DIN 0292476 DIN: 00383578
The Company discontinued its investment in its wholly owned subsidiary in the
financial year 2023-24. So, there are no consolidated financial results for the year
ended on 2023-24.
2. DIVIDEND
In view of losses the Board doesn''t recommend any dividend for the financial year
2023-24
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 20thAnnual Report together
with theAuditedAccountsofthe Company for the year ended 31st March,2014
Financial Results
The financial results for the year ended 31s March, 2014 and for the
previous year ended 31s March, 2013 are as follows:
(Rs. in Lacs)
Year Ended Year Ended
31.03.2014 31.03.2013
Income from Operation 0.00 0.00
Other Income 0.55 345.05
Profit before Finance Cost,
Depreciation and Taxes (18.51) 222.33
Finance Cost 0.10 0.12
Depreciation & Amortisation Expenses 0.00 20.60
Profit before Tax (18.62) 125.96
Provision for Taxation 0.00 25.20
Deferred Tax (Assets)/Liability 0.00 0.00
Short/(Excess) Provision of earlier year 0.00 0.00
Profit for the Year (18.62) 100.76
Earning per Share (0.89) 4.81
Your Company during the year achieved total revenue of Rs. 0.55 lacs
including other income of Rs.0.55 lacs in comparison to total revenue
of Rs.345.05 lacs including other income of Rs.345.05 lacs in the
previous year ended 31st March, 2013. Your Company ended the year with
a net profit of Rs.(18.62) lacs compared to profit of Rs.100.76 lacs
for the previous year ended 31s March, 2013. The earning pershare is
Rs.(0.89) in comparison to Rs. 4.81 pershare in the previous year.
The operational aspects of the Company''s working have been covered in
detail in the Management Discussion and Analysis Report and the same is
deemed to be part of this Directors'' Report.
Dividend
Your Directors does not see any possibility of declaration of dividend
for the year under review.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mrs P.K.Sethi (DIN 01969211),
Director of the Company retires by rotation and being eligible offers
herself for re-appointment.
Mr. J.P.Singh and Mr.Kamal Singh Mehra ,Directors of the Company, are
being appointed as independent Directors for five consecutive years for
a term upto March 31,2019 as per the provision of Section 149 and other
applicable provisions of the Companies Act, 2013 Brief resume of the
Directors seeking appointment/re-appointment, nature of their expertise
in specific functional areas and the name of the Public Companies in
which they hold Directorship and Chairman/Membership of the Committees
of the Board, are given as Annexure to the Notice convening the Annual
General Meeting.
None of the Directors of the Company is disqualified as per provisions
of Section 274(1)(g)of the Companies Act, 1956. The Directors have made
necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
Your Directors recommend their appointment/reappointment.
Fixed Deposits
During the year under review, your Company did not accept any Fixed
Deposits from the Public.
Auditors & Audit
The Statutory Auditors of the Company, M/s. H. Kumar & Associates,
Chartered Accountants (Firm Registration No.021518N), retire at the
ensuing Annual General Meeting and has confirmed their eligibility and
willingness to accept office, if re-appointed. The Audit Committee and
the Board of Directors recommends the re-appointment of M/s. H. Kumar &
Associates, Chartered Accountants (Firm Registration No. 021518N) as
the Auditors of the Company fora period of three years.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Internal Auditors
The Board of Directors of your Company has appointed C. L. Golcha &
Associates, Chartered Accountants, Ghaziabad (Firm Registration No.
021141N) as Internal Auditors pursuant to the provisions of Section 138
of the Companies Act, 2013 for the financial year 2014-2015.
Secretarial Auditors
The Board of Directors of your Company are in the process of appointing
the Secretarial Auditor of the Company pursuant to the provisions of
Section 204 of the Companies Act, 2013 for the financial year
2014-2015.
Corporate Governance
The Securities and Exchange Board of India (SEBI) stipulates Corporate
Governance standards for listed companies through Clause 49 of the
Listing Agreement of the Stock Exchanges. Accordingly, a separate
report on Corporate Governance along with the Auditors'' Certificate on
its compliance by the Company is included as a part of the Annual
Report.
Directors'' Responsibility Statement
On the basis of compliance certificates received from the Internal
Auditors and Executives of the Company, subject to the disclosures in
the Annual Accounts and also on the basis of the discussion with the
Statutory Auditors of the Company from time to time, we state as under:
* that in the preparation of the Annual Account for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed and there has been no material departure.
* that the Directors have selected such Accounting Policies and applied
them consistently and made judgment 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 profits of
the Company for the year under review.
* that 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.
* that the Directors have prepared the Annual Accounts on a going
concern basis.
The Company''s Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company''s established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with the Internal Auditors.
Particulars of Employees
There has been no employee during theyearwhose particulars are required
to be given under section 217(2A)of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules 1975.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo
Information under Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of the particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure ''A'' forming part
of this Report.
Personnel
Relations with the Employees remained cordial and harmonious throughout
the year, thereby strengthening the commitment of the Employees at all
level to the growth of the Company.
Acknowledgement
The Directors acknowledge with gratitude the co-operation extended by
various agencies of the Central Government, Government of Haryana ,
Banks and all Business Associates during the year under review. The
Board also takes this opportunity to express its deep gratitude for the
continuous support received from the Shareholders and wholehearted
cooperation given by the employees of the Company working at various
levels.
By Order of the Board
Sd/-
Place : Gurgaon H. S. Sethi
Dated : 27th August, 2014 Whole Time Director
DIN No. 00013662
Mar 31, 2012
Dear Members,
The Directors are submitting their 18th Annual Report alongwith
Audited Statement of Accounts for the period ended on 31st March, 2012.
The Management Discussion & Analysis (MDA) report has been included at
the appropriate places in the report.
1. FINANCIAL HIGHLIGHTS
(Rs.)
(Current Year) (Previous Year)
NET SALES (Net of Returns) 0.00 2836903.00
PROFIT/(LOSS) FOR THE YEAR (2177371.00) (1357171.95)
(BEFORE DEPRECIATION & INTEREST)
PRIOR PERIOD ADJUSTMENT (16064.00) (12281.00)
INTEREST 167487.00 10155.00
DEPRECIATION 2297826.00 1364631.64
NET PROFIT / (LOSS) FOR THE YEAR (1862268.00) (1369452.95)
(Includes prior period provisions of
Liquidated damages & penal interest of
IDBI)
2. OPERATIONS
During the year under review the no manufacturing operations were under
taken by the company. The Company has incurred a net Loss of Rs. 18.62
Lacs as against the net loss of Rs. 13.70 lacs in the previous year. It
was attributed to the number of factors like lack of working capital.
3. INSURANCE
All the Properties of the Company including its buildings, Plant &
Machinery and stocks are adequately insured
4. BOARD OF DIRECTORS
Retire by Rotation
In accordance with the provisions of the Section 256 Companies Act,
1956 and the Articles Of Association of the Company Mrs Paramjit Sethi,
Director who will be retiring by rotation, being eligible offers
herself for re- appointment. Brief resume of the Director seeking
re-appointment at this Annual Genearal Meeting, Nature of his expertise
and other details as stipulated under Clause 49 of the Listing
Agreement entered into with the Stock Exchanges are given in the
Annexure to the Notice Convening the 18th Annual General Meeting.
Resignation of Mr. Srihari Upadhayay, Independent Director
During the year under review Mr. Srihari Upadhayay, Independent
Director of the Company submitted his resignation to the Company due to
some preoccupation . the Board acknowledges and placed on record its
sincere appreciation for the services rendered by Mr Srihari during his
tenure as Director.
Further after the resignation of Mr. Srihari Upadhayay on independent
Director was appointed in the Company and in this behalf efforts are
being made to appoint two non executive independent Directors to meet
the requirement of Clause 49 of the Listing Agreement of the Stock
Exchange.
5. Audit Committee
The Audit Committee has been Functioning since January 2000 and the
scope of the committee meets the requirements of the Cause 49 of the
Listing Agreement with the Stock Exchange and Section 292A of the
Compnaies Act 1956.
6. CORPORATE GOVERNANCE REPORT
Your Company has implemented the Corporate Governance Practice set out
by the Securities Board of India (SEBI) and as set out in Clause 49 of
the Listing Agreement entered into with the Stock Exchanges alongwith
the Auditors Certificate (Practising Company Secretary) on its
Compliance by the Company is included in this Annual Report.
7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
THE COMPANIES ACT, 1956.
On the basis of the compliance certificate received from the concerned
executive of the Company, subject to the disclosures in the Annual
Accounts and also on the basis of the discussions with the Statutory
Auditors of the Company from time to time Your directors hereby
confirm:
i) that in the preparation of 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. that the directors had
taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iii) That the directors had prepared the annual accounts on a going
concern basis.
9. FIXED DEPOSITS:
During the year under review the Company has not accepted/renewed, any
Fixed Deposits with in the meaning of Section 58 A of the Companies
Act, 1956.
10. LISTING ON STOCK EXCHANGE
The Companies shares are listied on Mumbai Stock Exchange.
11. INTERNAL CONTROL SYSTEMS
The Company has an effective system of accounting and administrative
controls which ensure that all asstes of the company are safe guarded
and protected against loss from unauthorized use or disposition. The
Company has a well defined organizational structure with clear
functional authority limits for the approval of all the transactions.
The company has a strong reporting system, which evaluates and
forewarns the management on issues related to compliance . The
performance is regularly reviewd by the Board of Directors o ensure
that it is in keeping with the overall corporate policy and in line
with the Companies objectives.
12. AUDITORS
M/s H. KUMAR & Co., Chartered Accountants, the Auditors of the Company
to hold office until the conclusion of ensuing Annual General Meeting
and being eligible offer themselves for re-appointment. The necessary
certificate as required u/s 224 (2B) of the Companies Act, 1956 has
been received from the above named auditors.
14. AUDITORS'' REPORT AND NOTES ON ACCOUNTS
Comments on the Auditors'' Observations:
a. Reply to point no. 3 f (i) of the Auditors Report
The Company obtains the confirmations in ordinary course of business
from time to time and no major variations are found.
b. Reply to point no. 3 f (ii) of the Auditors Report
The Company manufacture Shoe Soles and styles and forms of the soles
depends upon the style of the Shoes and styles of the shoes changes
from time to time due to the change in fashion. In this respect some
sloes become out of fashion, which leads to the non use of certain
moulds. It has also happened in past that some moulds were re used
again. Now sometimes it becomes very difficult to assess or value the
impairment loss of the Moulds on regular basis. As the Auditors have
pointed out the company is making all the efforts to calculate on
regular basis the impairment loss.
c. Reply to point no. 3 f (iii) of the Auditors Report
Efforts are being made to obtain the certificate from the qualified
acturian.
15. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.
During the year under review, no employee whether employed for the
whole year or part of the year, was drawing remuneration exceeding the
limits as laid down under section 217(2A) of the Companies Act, 1956.
Therefore, the information as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
16. PERSONNEL
The industrial relations scenario continued to be stable during the
year under review. The Company has been taking various initiatives for
the HR development and this continue in this ensuing year as well.
17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUT - GO.
The information pertaining to the captioned areas are briefed in the
ANNEXURE to this report.
18. CEO/CFO Certificate
As required by the Clause 49 of the Listing Agreement, the CEO/CFO
certificate on the accounts is attached and forms part of the Annual
Reoprt.
19. APPRECIATION
Your Directors wish to place on record their appreciation for the
valued Co-operation and assistance extended by various Government
Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff
and other workers of the Company. The Board also takes this opportunity
to express its deep gratitude for the continuous support received from
the shareholders of the Company.
By the Order of Board
Place: Gurgaon (Harpreet Singh Sethi)
Date : 3rd September, 2012 Whole Time Directo
Mar 31, 2011
Dear Members,
The Directors are submitting their 17th Annual Report alongwith
Audited Statement of Accounts for the period ended on 31st March, 2011.
The Management Discussion & Analysis (MDA) report has been included at
the appropriate places in the report.
1. FINANCIAL HIGHLIGHTS
(Rs.)
(Current Year) (Previous Year)
NET SALES (Net of Returns) 2836903.00 182000.00
PROFIT/(LOSS) FOR THE YEAR (1357171.95) (351586.27)
(BEFORE DEPRECIATION & INTEREST)
PRIOR PERIOD ADJUSTMENT (12281.00) (129240.35)
INTEREST 10155.00 37077.86
DEPRECIATION 1364631.64 4117944.67
NET PROFIT/(LOSS) FOR THE YEAR (1369452.95) (4635849.15)
(Includes prior period provisions of
Liquidated damages & penal interest of
IDBI)
2. OPERATIONS
Due to continues acute liquidity crisis being faced by the Company in
the last few Financial years the Company could not deliver the goods at
its best. The Company has incurred a net Loss of Rs. 13.70 Lacs as
against the net loss of Rs. 46.50 lacs in the previous year. It was
attributed to the number of factors like lack of working capital, the
fierce competition with the unorganized sector, the slump in demand and
recessional depressive economic conditions prevailing in the Market
which have continued to bring the profit margin under pressure. Inspite
of the continuing recessionary conditions the Company is quite hopeful
of making a turn around in a time to come.
3. INSURANCE
All the Properties of the Company including its buildings, Plant &
Machinery and stocks are adequately insured
4. BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles Of Association of the Company Mr. Srihari Upadhayay, Director
who will be retiring by rotation, being eligible offers himself for re-
appointment.
Brief resume of the Director seeking re-appointment at this Annual
Genearal Meeting, Nature of his expertise and other details as
stipulated under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges are given in the Annexure to the Notice Convening
the 17th Annual General Meeting.
5. Audit Committee
The Audit Committee has been Functioning since January 2000 and the
scope of the committee meets the requirements of the Cause 49 of the
Listing Agreement with the Stock Exchange and Section 292A of the
Compnaies Act 1956.
6. CORPORATE GOVERNANCE REPORT
Your Company has implemented the Corporate Governance Practice set out
by the Securities Board of India (SEBI) and as set out in Clause 49 of
the Listing Agreement entered into with the Stock Exchanges alongwith
the Auditors Certificate (Practising Company Secretary) on its
Compliance by the Company is included in this Annual Report.
7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
THE COMPANIES ACT, 1956.
On the basis of the compliance certificate received from the concerned
executive of the Company, subject to the disclosures in the Annual
Accounts and also on the basis of the discussions with the Statutory
Auditors of the Company from time to time Your directors hereby
confirm:
i) that in the preparation of 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.
That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iii) That the directors had prepared the annual accounts on a going
concern basis.
9. FIXED DEPOSITS:
During the year under review the Company has not accepted/renewed, any
Fixed Deposits with in the meaning of Section 58 A of the Companies
Act, 1956.
10. LISTING ON STOCK EXCHANGE
The Companies shares are listied on Mumbai Stock Exchange .
11. INTERNAL CONTROL SYSTEMS
The Company has an effective system of accounting and administrative
controls which ensure that all asstes of the company are safe guarded
and protected against loss from unauthorized use or disposition. The
Company has a well defined organizational structure with clear
functional authority limits for the approval of all the transactions.
The company has a strong reporting system , which evaluates and
forewarns the management on issues related to compliance. The
performance is regularly reviewd by the Board of Directors o ensure
that it is in keeping with the overall corporate policy and in line
with the Companies objectives.
12. AUDITORS
M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the
Company hold office until the conclusion of ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
necessary certificate as required u/s 224 (2B) of the Companies Act,
1956 has been received from the above named auditors.
14. AUDITORS'' REPORT AND NOTES ON ACCOUNTS
Comments on the Auditors'' Observations:
a. Reply to point no. 3 f (i) of the Auditors Report
The Company obtains the confirmations in ordinary course of business
from time to time and no major variations are found.
b. Reply to point no. 3 f (ii) of the Auditors Report
The Company manufacture Shoe Soles and styles and forms of the soles
depends upon the style of the Shoes and styles of the shoes changes
from time to time due to the change in fashion. In this respect some
sloes become out of fashion, which leads to the non use of certain
moulds. It has also happened in past that some moulds were re used
again. Now sometimes it becomes very difficult to assess or value the
impairment loss of the Moulds on regular basis. As the Auditors have
pointed out the company is making all the efforts to calculate on
regular basis the impairment loss.
c. Reply to point no. 3 f (Hi) of the Auditors Report
The certificate from Mr. Y.P. Sabarwal, Acturian has been duly obtained
by the company certifying the accurate calculation of gratuity.
15. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.
During the year under review, no employee whether employed for the
whole year or part of the year, was drawing remuneration exceeding the
limits as laid down under section 217(2A) of the Companies Act, 1956.
Therefore, the information as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
16. PERSONNEL
The industrial relations scenario continued to be stable during the
year under review. The Company has been taking various initiatives for
the HR development and this continue in this ensuing year as well.
17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUT-GO.
The information pertaining to the captioned areas are briefed in the
ANNEXURE to this report.
18. CEO/CFO Certificate
As required by the Clause 49 of the Listing Agreement, the CEO/CFO
certificate on the accounts is attached and forms part of the Annual
Reoprt.
19. APPRECIATION
Your Directors wish to place on record their appreciation for the
valued Co-operation and assistance extended by various Government
Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff
and other workers of the Company. The Board also takes this opportunity
to express its deep gratitude for the continuous support received from
the shareholders of the Company.
By the Order of Board
Place: Gurgaon (Harpreet Singh Sethi)
Date: 4th July, 2011 Whole Time Director
Sep 30, 2010
Dear Members,
The Directors are submitting their 16th Annual Report alongwith
Audited Statement of Accounts for the period ended on 30th September,
2010.
1. FINANCIAL HIGHLIGHTS
(Rs.)
(Current Year) (Previous Year)
NET SALES (Net of Returns) 182000.00 16344380.08
PROFIT/(LOSS) FOR THE YEAR (351586.27) (13313477.27)
(BEFORE DEPRECIATION & INTEREST)
PRIOR PERIOD ADJUSTMENT (129240.35) (96361.40)
INTEREST 37077.86 439454.39
DEPRECIATION 4117944.67 8368169.13
Impairment Loss NIL 2881304.95
NET PROFIT / (LOSS) FOR THE YEAR (4635849.15) 25798955.38
(Includes prior period provisions
of Liquidated damages & penal
interest of IDBI)
2. OPERATIONS
Due to continues acute liquidity crisis being faced by the Company in
the last few Financial years the Company could not deliver the goods at
its best. The Company has incurred a net Loss of Rs. 46.50 Lacs as
against the net loss of Rs. 256 lacs in the previous year. It was
attributed to the number of factors like lack of working capital, the
fierce competition with the unorganized sector, the slump in demand and
recessional depressive economic conditions prevailing in the Market
which have continued to bring the profit margin under pressure. Inspite
of the continuing recessionary conditions the Company is quite hopeful
of making a turn around in a time to come.
3. INSURANCE
All the Properties of the Company including its buildings, Plant &
Machinery and stocks are adequately insured
4. BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles Of Association of the Company Mrs.Pramjit Sethi, Director who
will be retiring by rotation, being eligible offers himself for re-
appointment.
Brief resume of the Director seeking re-appointment at this Annual
Genearal Meeting, Nature of his expertise and other details as
stipulated under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges are given in the Annexure to the Notice Convening
the 16th Annual General Meeting.
5. Audit Comm ittee
The Audit Committee has been Functioning since January 2000 and the
scope of the committee meets the requirements of the Cause 49 of the
Listing Agreement with the Stock Exchange and Section 292A of the
Compnaies Act 1956.
6. CORPORATE GOVERNANCE REPORT
Your Company has implemented the Corporate Governance Practice set out
by the Securities Board of India (SEBI) and as set out in Clause 49 of
the Listing Agreement entered into with the Stock Exchanges alongwith
the Auditors Certificate (Practising Company Secretary) on its
Compliance by the Company is included in this Annual Report.
7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
THE COMPANIES ACT, 1956.
On the basis of the compliance certificate received from the concerned
executive of the Company, subject to the disclosures in the Annual
Accounts and also on the basis of the discussions with the Statutory
Auditors of the Company from time to time Your directors hereby
confirm:
i) that in the preparation of 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.
that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iii) That the directors had prepared the annual accounts on a going
concern basis.
9. FIXED DEPOSITS:
During the year under review the Company has not accepted/renewed, any
Fixed Deposits with in the meaning of Section 58 A of the Companies
Act, 1956.
10. LISTING ON STOCK EXCHANGE
The Companies shares are listied on Mumbai Stock Exchange .
11. INTERNAL CONTROL SYSTEMS
The Company has an effective system of accounting and administrative
controls which ensure that all asstes of the company are safe guarded
and protected against loss from unauthorized use or disposition. The
Company has a well defined organizational structure with clear
functional authority limits for the approval of all the transactions.
The company has a strong reporting system , which evaluates and
forewarns the management on issues related to compliance . The
performance is regularly reviewd by the Board of Directors o ensure
that it is in keeping with the overall corporate policy and in line
with the Companies objectives.
12. AUDITORS
M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the
Company hold office until the conclusion of ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
necessary certificate as required u/s 224 (2B) of the Companies Act,
1956 has been received from the above named auditors.
14. AUDITORS'' REPORT AND NOTES ON ACCOUNTS
Comments on the Auditors'' Observations:
a. Reply to point no. 3 f (i) of the Auditors Report
The Company obtains the confirmations in ordinary course of business
from time to time and no major variations are found.
b. Reply to point no. 3 f (ii) of the Auditors Report
The Company manufacture Shoe Soles and styles and forms of the soles
depends upon the style of the Shoes and styles of the shoes changes
from time to time due to the change in fashion. In this respect some
sloes become out of fashion, which leads to the non use of certain
moulds. It has also happened in past that some moulds were re used
again. Now sometimes it becomes very difficult to assess or value the
impairment loss of the Moulds on regular basis. As the Auditors have
pointed out the company is making all the efforts to calculate on
regular basis the impairment loss.
15. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.
During the year under review, no employee whether employed for the
whole year or part of the year, was drawing remuneration exceeding the
limits as laid down under section 217(2A) of the Companies Act, 1956.
Therefore, the information as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
16. PERSONNEL
The industrial relations scenario continued to be stable during the
year under review. The Company has been taking various initiatives for
the HR development and this continue in this ensuing year as well.
17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUT-GO.
The information pertaining to the captioned areas are briefed in the
ANNEXURE to this report.
18. CEO/CFO Certificate
As required by the Clause 49 of the Listing Agreement, the CEO/CFO
certificate on the accounts is attached and forms part of the Annual
Reoprt.
19. APPRECIATION
Your Directors wish to place on record their appreciation for the
valued Co-operation and assistance extended by various Government
Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff
and other workers of the Company. The Board also takes this opportunity
to express its deep gratitude for the continuous support received from
the shareholders of the Company.
For and on behalf of the Board
Place : New Delhi (HARPREET SINGH SETHI)
Date : 2ND December, 2010. Chairman & Whole Time Director
Jun 30, 2009
Dear Members,
The Directors are submitting their 15th Annual Report
alongwith Audited Statement of Accounts for the period of 15 month
ended on 30th June, 2009.
1. FINANCIAL HIGHLIGHTS
(Current
Year) (Rs. In
lacs) (Previous
Year)
(15 Months) (12 Months)
NET SALES (Net of Returns) 175.83 328.47
PROFIT / (LOSS) FOR THE YEAR (-) 133.13 30.88
(BEFORE DEPRECIATION & INTEREST)
PRIOR PERIOD ADJUSTMENT .96 17.41
Waiver Of Interest 247.14
INTEREST 4.39 10.75
DEPRECIATION 83.68 78.84
Impaiment Loss 28.81 00.00
NET PROFIT / (LOSS) FOR THE YEAR 257.99 (-)76.86
(Includes prior period provisions of Liquidated damages & penal
interest of IDBI)
2. OPERATIONS
Due to continues acute liquidity crisis being faced by the Company in
the last few Financial years the Company could not deliver the goods at
its best. The Company has incurred a net Loss of Rs133.13as against the
profit & loss of Rs 30.88 in the previous year .It was attributed to
the number of factors like lack of working capital, the fierce
competition with the unorganized sector, the slump in demand and
recessional depressive economic conditions prevailing in the Market
which have continued to bring the profit margin under pressure. Inspite
of the continuing recessionary conditions the Company is quite hopeful
of making a turn around in a time to come.
3. INSURANCE
All the Properties of the Company including its buildings, Plant &
Machinery and stocks are adequately insured
4. BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act ,1956 and the
Articles Of Association of the Company Mr. Srihari Upadhayay, Director
who will be retiring by rotation, being eligible offers himself for
re-appointment.
During the Year under review the Board of Directors of the Company
appointed Mrs P.K. Sethi as Additional Director of the Company w.e.f.
01.10.08 and who is seeking the mandate to be appointed as a Director,
liable to retire by rotation in the ensuing Annual General Meeting .
Brief resume of the Director seeking re-appointment at this Annual
Genearal Meeting , Nature of his/her expertise and other details as
stipulated under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges are given in the Annexure to the Notice Convening
the 15th Annual General Meeting .
5. Audit Committee
The Audit Committee has been Functioning since January 2000 and the
scope of the committee meets the requirements of the Cause 49 of the
Listing Agreement with the Stock Exchange and Section 292A of the
Compnaies Act 1956 .
6. CORPORATE GOVERNANCE REPORT
Your Company has implemented the Corporate Governance Practice set out
by the Securities Board of India ( SEBI) and as set out in Clause 49 of
the Listing Agreement entered into with the Stock Exchanges alongwith
the Auditors Certificate ( Practising Company Secretary) on its
Compliance by the Company is included in this Annual Report.
7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2 A A)
OF THE COMPANIES ACT, 1956.
On the basis of the compliance certificate received from the concerned
executive of the Company, subject to the disclosures in the Annual
Accounts and also on the basis of the discussions with the Statutory
Auditors of the Company from time to time Your directors hereby
confirm:
i) that in the preparation of 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 esti- mates 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. that the directors had
taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iii) That the directors had prepared the annual accounts on a going
concern basis.
9. FIXED DEPOSITS:
During the year under review the Company has not accepted / renewed .
any Fixed Deposits with in the meaning of Section 58 A of the Companies
Act ,1956 .
10. LISTING ON STOCK EXCHANGE
The Companies shares are listied on Mumbai Stock Exchange .
11. INTERNAL CONTROL SYSTEMS
The Company has an effective system of accounting and administrative
controls which ensure that all asstes of the company are safe guarded
and protected against loss from unauthorized use or disposition . The
Company has a well defined organizational structure with clear
functional authority limits for the approval of all the transactions.
The company has a strong reporting system , which evaluates and
forewarns the management on issues related to compliance . The
performance is regularly reviewd by the Board of Directors o ensure
that it is in keeping with the overall corporate policy and in line
with the Companies objectives.
12. AUDITORS
M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the
Company hold office until the conclusion of ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
necessary certificate as required u/s 224 (2B) of the Companies Act,
1956 has been received from the above named auditors.
14. AUDITORS'' REPORT AND NOTES ON ACCOUNTS Comments on the Auditors''
Observations:
a. Reply to point no. 3 f (i) of the Auditors Report
The Company obtains the confirmations in ordinary course of business
from time to time and no major variations are found .
b. Reply to point no. 3 f (ii) of the Auditors Report
The Company manufactures Shoe Soles and styles and forms of the soles
depends upon the style of the Shoes and styles of the shoes changes
from time to time due to the change in fashion . In this respect some
sloes become out of fashion , which leads to the non use of certain
moulds . It has also happened in past that some moulds were re used
again. Now sometimes it becomes very difficult to assess or value the
impairment loss of the Moulds on regular basis. As the Auditors have
pointed out the company is making all the efforts to calculate on
regular basis the impairment loss.
c. Reply to point no.3f (iii) of the Auditors report
The Company is continuosly taking several measures for its revival
,including settlement of the dues to the secured creditors on OTS basis
and continues to carry on its operations in the normal course . Further
the accounts have been prepared to comply in all material aspects with
applicable accounting principles, the accounting standards issued by
the Institute of Chartered Accountant of India and the relevant
provisions of the Companies Act, 1956. Though the company is a sick
industrial company as per the (Sick Industrial (Special Provisions
Act., 1985). The accounts have been prepared on the concept that the
company will continue as a going concern.
15. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.
During the year under review, no employee whether employed for the
whole year or part of the year, was drawing remuneration exceeding the
limits as laid down under section 217(2A) of the Companies Act, 1956.
Therefore, the information as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
16. PERSONNEL
The industrial relations scenario continued to be stable during the
year under review . The Company has been taking various initiatives for
the HR development and this continue in this ensuing year as well.
17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARN- INGS AND OUT-GO.
The information pertaining to the captioned areas are briefed in the
ANNEXURE to this report.
18. CEO/CFO Certificate
As required by the Clause 49 of the Listing Agreement ,the CEO/CFO
certificate on the accounts is attached and forms part of the Annual
Reoprt.
19. APPRECIATION
Your Directors wish to place on record their appreciation for the
valued Co-operation and assistance extended by various Government
Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff
and other workers of the Com- pany. The Board also takes this
opportunity to express its deep gratitude for the continuous support
received from the shareholders of the Company.
For and on behalf of the Board
Place : Gurgaon ( HARPREET SINGH SETHI)
Date : 2nd December, 2009. Chairman & Whole Time Director
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