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Arunoday Mills Ltd.

BSE: 502700 Sector: Industrials
NSE: N.A. ISIN Code: INE469E01011
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Arunoday Mills Ltd. (ARUNODAYMILLS) - Director Report

Company director report

DIRECTORS

(2013-14)

Dear Shareholders

Your Directors present herewith the 51st Annual Report of the Company with the AuditedStatement of Accounts for the financial year ended 31st March 2014.

1. FINANCIAL RESULTS :

Rs. in Lacs Rs. in Lacs
2013 - 14 2012 - 13
Profit / (Loss) for the year (11.36) (18.18)
The accumulated loss as per Balance Sheet (9934.61) (9923.25)

In view of Losses your Directors do not recommend any dividend for the year underreview.

2. YEAR IN RETROSPECT :

Loss for the year was at Rs. 11.36 Lacs (Previous Year Rs. 18.18 Lacs). The totalAccumulated Loss as on 31st March 2014 was of Rs. 9934.61 Lacs.

Pursuant to disposal of all the Assets on 17/10/2006 the Company is left with nomanufacturing or business activity.

During the year under review Resons Investment P. Ltd. (Resons) recalled the interestfree short term loan advanced to the Company. On failing to repay the same on recallResons served on the Company Notice U/s. 433 434 and 439 of the Companies Act 1956 torecover the said loan. The Company requested for some time as it had no resourcesavailable to repay. Resons had informed that it will file a petition before the Hon. HightCourt Gujarat for winding up of the Company.

3. FIXED DEPOSITS :

During the year under review the Company has neither invited nor accepted any FixedDeposits from the Public.

4. DIRECTORS :

Pursuant to Article 131 of the Articles of Association of the Company Shri Mahendra S.Shah Director retires by rotation and being eligible offers himself for re-appointment.

5. DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 134(5) of the Companies Act 2013 your Directors confirmthat:

(a) in preparation of the annual accounts applicable accounting standards have beenfollowed along with proper explanations relating to material departure;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2014 and of the 'Loss'of the Company for the year ended 31st March 2014;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) Since manufacturing facilities comprising of all the movable assets of the Companysold by the Secured Lenders there is no manufacturing activity or business activity and insuch circumstances it could not be continued as a 'going concern'.

(e) the Directors have laid down internal financial control to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such system are adequate and operating effectively.

6. (a) AUDITORS :

M/s J. C. Mistry Chartered Accountants the present Auditors retire at the conclusionof the ensuing Annual General Meeting and offer themselves for reappointment. The Companyhas received a certificate from them to the effect that their appointment if made wouldbe within the prescribed limits under Section 139 of the Companies Act 2013. Members arerequested to appoint the Auditors and fix their remuneration.

(b) AUDITORS' REPORT :

The Notes to the Accounts referred to in the Auditors' Report and observationsqualifications made by the Auditors in their report are self contained and selfexplanatory and also have been properly dealt within the Notes to the Accounts andtherefore do not call for any further explanation under Section 134 of the Companies Act2013.

7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :

As the Company has no manufacturing operations there is no question of conservation ofenergy. The company has not imported any technology during the financial year. The Companyhad no foreign exchange earnings and expenditure during the year.

8. LISTING OF SHARES :

Equity Shares of the Company are listed with Bombay Stock Exchange Ltd.

9. CASH FLOW ANALYSIS :

In conformity with the provisions of clause 32 of the Listing Agreement the Cash FlowStatement for the year ended 31st March 2014 is annexed hereto.

10. DEPOSITORY SYSTEM :

Your Company continues its arrangement with Central Depository Services (India) Limited(CDSL) and National Securities Depository Limited (NSDL) for dematerialization of theShares in accordance with the provisions of the Depositories Act 1996.

11. CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange ManagementDiscussion and Analysis and Corporate Governance Practices followed by the Companytogether with a certificate from the Company’s Auditors confirming compliance isset-out as separate Annexure to this report

12. ENVIRONMENT SAFETY AND POLLUTION CONTROL :

As the Company has no manufacturing operations there is no question of compliance as toSafety Environmental and Pollution Control.

13. SECRETARIAL COMPLIANCE :

Pursuant to the provisions of Section 204 of the Companies Act 2013 the compliancecertificate dated 27th May 2014 of Shri I. D. Joshi Practicing Company Secretary as toregisters records books and papers under the Companies Act 2013 is attached herewith inthe Annual Report.

BY ORDER OF THE BOARD OF DIRECTORS
KANTILAL K. SHETH
CHAIRMAN & MANAGING DIRECTOR
Place : Mumbai
Dated : 27th May 2014
Regd. office :
'JYOT'
Kanta Stree Vikas Grah Road
Bhakti Nagar
Rajkot - 360 002

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