DIRECTORS' REPORT To The Members, The Directors have pleasure in submitting the 21st Annual Report together with the Audited Accounts for the year ended 31st March 2014. OPERATIONS During the year under review the Company could not perform as per expectations. The Company has earned Total Revenue of Rs 121.05 lacs in comparison to Rs. 125.58 lacs in the previous year. The Company has earned net profit of Rs. 8.93 lacs in comparison to net loss of Rs.22.76 lacs in the previous year. Your directors are hopeful of better performance in the current financial year. DIVIDEND The Directors do not recommend payment of dividend for the year. FIXED DEPOSITS The Company has not accepted any deposits, within the meaning of section 58-A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975. PERSONNEL There are no employees whose particulars are to be given under Section 217(2A) of The Companies Act read with the Companies (Particulars of Employees) Rules, 1975. DIRECTORS Mr. Pawankumar Agarwal (DIN 00127504), Director of the Company retires by rotation and being eligible offer himself for reappointment. Dr. Sheoram Agarwal (DIN 00401760) and Mr. Surendra Gupta (DIN 01147494), Non executive Directors of the Company, Independent Directors are proposed to be appointed as Independent Directors for five consecutive years for a term up to March 31, 2019 in accordance with Section 149 of the Companies Act, 2013. Notices have been received from members proposing the aforesaid two Directors as candidates for the office of Director of the Company. In the opinion of the Board, aforesaid persons fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company. Accordingly, the Board recommends appointment of Dr. Sheoram Agarwal and Mr. Surendra Gupta as Independent Directors, for the approval by the shareholders of the Company. AUDITORS Observations of the auditors are self-explanatory and do not require further comments. Mr. Jignesh Shah, Chartered Accountant retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption.The Company not being an industrial Company, the same is therefore not applicable to it. FOREIGN EXCHANGE EARNINGS & OUTGO The Company has earned an income of Rs. 19.21 lacs (Previous Year Rs.13.39 lacs) in foreign exchange. The Company has not incurred any expenditure in foreign exchange during the year. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby confirms: i) In the preparation of the Annual accounts, the applicable Accounting Standards have been followed. ii) The Company has selected and applied such Accounting Policy consistently and judgements and estimates are made in a reasonable and prudent manner so as to give true and fair view of the state of affairs of the Company as at the end of financial year and profit of the Company for the period. iii) Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing/ detecting fraud and other irregularities. iv) The annual Accounts are prepared on a going concern basis. ACKNOWLEDGEMENTS: The Directors place on record their sincere appreciation of the valuable contribution made by the employees and shareholders at all levels towards the growth and performance of the Company. The Directors would like to express their grateful appreciation for the assistance and Co-operation received from the various Departments of the Central and State Government and the Banks. For and on behalf of the Board of Directors Elegant Floriculture & Agrotech (I) Ltd. Sd/- (PAWAN KUMAR AGARWAL) DIN 00127504 Chairman Place :Mumbai Date :31-05-2014 |