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Baffin Engineering Projects Ltd.

BSE: 532161 Sector: Engineering
NSE: N.A. ISIN Code: INE786D01036
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Baffin Engineering Projects Ltd. (BAFFINENGG) - Director Report

Company director report

BAFFIN ENGINEERING PROJECTS LIMITED ANNUAL REPORT 2006-2007 DIRECTOR'S REPORT Dear Members Your Directors take pleasure in presenting the 12th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 30th April, 2007. FINANCIAL HIGHLIGHTS (Amount in Rs. Lacs) Particulars Financial Year ended Financial Year ended 30th April, 2007 31st March, 2006 Total Income 170.63 215.11 Total Expenditure 185.50 216.04 Profit/ (Loss) before tax (14.87) (0.93) Provision for tax: Fringe Benefit Tax 0.02 0.03 Current Tax - - Deferred Tax (3.67) (0.31) Profit/ (Loss) after tax (11.22) (0.65) Transfer to Reserve Nil Nil Paid-up Share Capital 1,000 1,000 Reserves and Surplus (excluding revaluation reserve) (4.57) 6.66 YEAR IN RETROSPECT AND OVERVIEW This year, the total income of the Company was Rs. 170.63 Lacs as against Rs. 215.11 Lacs in the previous year. The Company suffered a loss of Rs.11.22 Lacs as against loss of Rs 0.65 Lacs in the previous year. Your Directors are putting in their best efforts to further improve the performance of the Company. The Management Discussion & Analysis Report is attached hereto with the Director's Report and should be read as part of this Directors Report. OTHER MATERIAL CHANGES Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 30th April, 2007 and the date of this Report. DIVIDEND In view of loss suffered by the Company, your Directors regret their inability to recommend any dividend. PUBLIC DEPOSITS During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning. b. Export Activities: There was no export activity in the Company during the year under review. However, the Company is exploring the opportunities available to the Company in the international market. c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review. PARTICULARS OF EMPLOYEES During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report. CORPORATE GOVERNANCE A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors' Certificate on compliance of Clause 49 of the Listing Agreement. DIRECTORS After the last Annual General Meeting, Mr. Ashoka B Motha, Mr. Ashish Mutha and Mr. J P Saria has resigned from the directorship of the Company. After the resignation of Mr. Ashok Motha from directorship, Mr. Suresh Mutha has been appointed as the Managing Director of the Company w.e.f 1st August 2007 for a period of three years. His appointment is subject to the confirmation of the members in the ensuing Annual General Meeting. Mr. M Panchani and Mr. Bankim Patel retire by rotation. However the Company has not received any request or offer letter from Mr. M Panchnani and Mr. Bankim Patel for their re-appointment in the ensuing Annual General Meeting. AUDITORS M/s Dhamija Sukhija & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment. AUDITORS' REPORT The Auditors have made following Comments in their auditors report: 'non-verification of opening balance of Capital Work-in-progress amounting to Rs 424.39 lass' In this regards the above your directors wish to state that the Company had called the books of accounts and other records maintained at the registered office of the Company at Varodara to its corporate office in New Delhi for the purpose of finalisation of the Annual Accounts. Substantial records of the Company had been lost/ stolen in transit from Varodara to New Delhi. The Company had already lodged a FIR in this regard. Impact of loss of these records on the annual accounts including the audited balance sheet and profit & loss account cannot be ascertained. As mentioned above in the absence of accounting records (due to loss in transit), the opening balance of capital work in progress is not verifiable. Other comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification. DIRECTORS' RESPONSIBILITY STATEMENT In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that: a. In preparation of the annual accounts, the applicable accounting standards have been followed; 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 30th April, 2007 and of the profit/ (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; and d. the Directors have prepared the Annual Accounts on a going concern basis. STOCK EXCHANGE LISTING Presently, the shares of the Company are listed on the Bombay Stock Exchange, Mumbai' and Ahmedabad Stock Exchange Association Ltd at Ahmedabad. The Company has already paid the listing fees to the Bombay Stock Exchanges for the financial year 2007-08. The Company Listing Fee to the Ahmedabad Stock Exchange for the financial year 2007-08 would be paid by the Company. ACKNOWLEDGEMENT Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company. For and on Behalf of the Board For BAFFIN ENGINEERING PROJECTS LTD. Date : 4th September, 2007 SURESH MUTHA ASHOK CHORDIA Place : New Delhi Managing Director Director MANAGEMENT DISCUSSION AND ANALYSIS Cautionary Statement: The management Discussion and Analysis Report may contain certain statements that might be considered forward looking. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statement as important factors could influence Company's operations such as Government policies, economic development, political factors and such other factors beyond the control of the Company. Overview: Baffin Engineering Projects Limited is doing the business of trading of telecommunication products. Industry Structure & Developments: The telecom sector could see a lot of action in the current year given the developments expected. The sector has had an eventful year that witnessed India's mobile subscribers exceeding the fixed line base, consolidation among mobile players and yet another round of tariff cuts. The current big positive and change in the sector is the raising of FDI cap in telecom services from 49% to 74%. Also in the budget, the Government has maintained the existing exemptions on customs duty for import of telecom equipment and reduced it from 20% to 10% for optic fiber cables giving impetus to broadband. Opportunities & Threats: The Indian telecommunication industry is amongst the fastest growing telecom markets in the world and is poised to deliver solid growth as a result of several economic reforms that have lead to strong GDP growth. Increasing per capita income supported by increased consumption is resulting in a greater-than proportionate impetus for telecom growth. As India still remains one of the lowest penetrated markets, it is one of the most attractive telecom markets in the world today. Risks & Concern: To good hold in this sector the company has to be updated on latest technical and market trend. Increased competition any may reduce market share and/or revenue. Human Resource Development: In the current economic scenario, effective Human Resource Management has become an area of concern. The Management believes in healthy work environment and maintain cordial relations with the employees. The Management is committed to provide a stimulating work environment to its employees The management is also committed to help the employees and workers to sharpen their skills and to improve their knowledge base for, which continuous efforts are made on training and development. Outlook: Indian telecom market is the fastest growing telecom market in the world. The telecom industry is one of the most dynamic industries in the country today and is characterised by a constantly evolving regulatory environment. Internal Control Systems and Adequacy: The Company has established internal control systems for ensuring optimum use of resources and safeguarding the assets. The Internal Control Systems and procedure are adequate and commensurate with the size of the Company. These business control procedures ensure efficient use and protection of the resources and compliance with the policies, procedures and status.

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