BRINDABAN HOLDINGS AND TRADING LIMITED
ANNUAL REPORT 2007-2008
The Directors present Twenty fifth Annual Report on the Business operations
of the Company alongwith their Statement of Audited Accounts for the year
ended 31st March, 2008.
Financial Result for the year ended 31st March 2008 is as under:
(Amt. in Rs.)
Year Ended Year Ended
Income from operation 6,47,503 5,18.144
Profit before depreciation 4,08,168 3,02,555
Less: Depreciation 1,964 2,651
Profit before tax 4,06,204 2,99,904
Less: Provision for tax - -
Profit after taxation 4,06,204 2,99,904
Balance Brought forward 24,84,657 21,84,753
Balance carried to Balance Sheet 28,90,864 24,84,753
During the year under review, the Company earned income from its operations
amounting to Rs. 6,47,502/- and earned a Net profit of Rs. 4,06,204/-
compared to Rs.5,18,144/- and Rs.4,06,204/- of the previous financial year.
Several business proposals are under consideration by the Company and your
Directors are optimistic about further improvement in performance in the
current financial year.
With a view to conserve the resources for the future operation, your
Directors have thought it prudent not to recommend any dividend for the
year ended 31st March 2008.
Mr. Naresh Bahri, Director of the Company, retires by rotation at the
forthcoming Annual General Meeting and being, eligible offers himself for
DIRECTOR'S RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956, the
Director's of Company furnish the following statement
(i) That in the preparation of annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
(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 of the Company
for that year;
(iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) That the directors had prepared the annual accounts on a going concern
M/s. Dhirajlal Desai & Co., Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing Annual General Meeting and being eligible
offer themselves for reappointment.
Observation made in the Auditor Report are self explanatory and therefore,
do not call for, any further comments under section 217(3) of the Companies
SECRETARIAL COMPLIANCE CERTIFICATE:
Secretarial Compliance Certificate as required under section 383A(1) of the
Companies Act, 1956, as amended by Companies (Amendment) Act, 2000 issued
by M/s. Rathi & Associates, Company Secretaries is attached herewith and
forms part of the Report.
The Company has not accepted or renewed any deposit from public during the
year under review.
As required under section 217 (2A) of the Companies Act, 1956 and the rules
made thereunder, none of the employees was in receipt of remuneration
aggregating Rs.24,00,000/- per annum or more if employed throughout the
year or Rs.2,00,000/- per mouth or more, in case employed for part of the
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
(A) Conservation of Energy and Technology Absorption, adaptation and
Since the Company is engaged in leasing and security business, your
Directors have nothing to state in connection with Conservation of Energy,
Technology Absorption, etc.
(B) Foreign Exchange Earnings & Outgo:
During the year under review, the Company did not have any Foreign Exchange
earnings or outgo.
The Board wishes to place on record its appreciation for the support & co.
operation extended by Company's bankers, its clients and suppliers. The
Board further expresses its appreciation of the untiring efforts, sincerity
& loyalty of the employees at all levels.
For and on behalf of the Board
Date: 15th September, 2008.
SECRETARIAL COMPLIANCE CERTIFICATE FOR THE YEAR ENDED 31ST MARCH, 2008 IN
RESPECT OF BRINDABAN HOLDINGS & TRADING LIMITED
CIN NO: U65990MH1983PLC029866
Nominal Capital: Rs. 50,00,000/-
Brindaban Holdings & Trading Limited
We have examined the register, records, books and papers of Brindaban
Holdings & Trading Limited (the Company) as required to be maintained under
the Companies Act, 1956 (the Act) and the rules made there under and also
the provisions' contained in the Memorandum and Articles of Association of
the Company for the financial year ended on 31st March 2008. In our opinion
and to the best of our information and according to the examinations
carried out by us and explanations furnished to us by the Company, its
officers and agents, We certify that in respect of the aforesaid financial
1. The Company has kept anal maintained all registers as stated in Annexure
`A' to this certificate, as per the provisions of the Act and the rules
made there under and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure
`B' to this certificate, with the Registrar of Companies, Regional
Director, Central Government, Company Law Board or other authorities within
the time prescribed under the Act and the rules made there under:
3. The Company, being a public limited company, comments are not required.
4. The Board of Directors duly met Four times respectively on 30th April
2007, 31st July 2007, 31st October, 2007, 31st January, 2008 in respect of
which meetings proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.
5. The Company closed its Register of Members from 26th September 2007 to
29th September, 2007 and the necessary compliance of section 154 of the Act
has been made.
6. The Annual General Meeting for the financial year ended 31st March 2007
was held on 29th September 2007 after giving due notice to the members of
the Company and the resolutions passed thereat were dully recorded in the
Minutes Book maintained for the purpose.
7. No extra ordinary general meeting was held during the financial year.
9. The Company has advanced a loan to its directors or persons or companies
referred to under section 295 of the Act after complying with the
provisions of the Act.
10. The Company has not entered into any contracts falling within the
purview of section 297 of the Act.
11. The Company has made entries in the register maintained under section
301 of the Act.
12. As there were no instances falling within the purview of Section 314 of
the Act, the Company has not obtained any approvals from Board of
Directors, members or Central Government.
13. The Company has not issued any duplicate share certificates during the
14. The Company:
(i) was not required to deliver any share certificate as there was no
allotment / transfer/ transmission of securities during the financial year.
(ii) was not deposited any amount in a separate Bank Account as no dividend
was declared during the financial year.
(iii) was not required to post warrants to any member of the Company as no
dividend was declared. during the financial year.
(iv) was not required to transfer any amount to Investor Education and
(v) has duly complied with the requirements of Section 217 of the Act.
15. The Board of Directors of the Company is duly constituted and there was
no appointment of additional directors, alternate directors and directors
to fill casual vacancy during the financial year.
16. The Company has not appointed any Managing Director/ Whole-time
Director/Manager during the financial year.
17. The Company has not appointed any sole selling agents during the
18. The Company was not required to obtain any approvals of the Company Law
Board, Regional Director, Registrar and/or such authorities prescribed
under the various provisions of the Act during the financial year except
approval of, the Central Government.
19. The Directors have disclosed their interest in other firms/companies to
the Board of Directors pursuant to the provisions of the Act and the rules
made there under.
20. The Company has not issued any shares, debentures or other securities
during the year.
21. The Company has not bought back any shares during the financial year.
22. There was no redemption of preference shares/debentures during the
23. There were no transactions necessitating the Company to keep in
abeyance the, rights to dividend, rights shares and bonus shares pending
registration of transfer of shares.
24. They Company has not invited/accepted any deposits including any
unsecured loans falling within the preview of section 58A during the
25. The Company has not made any borrowings during the financial year ended
31st March 2008.
26. The Company has made loan or investments or given guarantees or
provided securities to other bodies corporate in compliance with the
provision of the Act and has made necessary entries in the register kept
for the purpose.
27. The Company has not altered the provisions of the Memorandum with
respect to situation of the Company's registered office from one State to
another during the year under scrutiny.
28. The Company has not altered the provisions of Memorandum with respect
to the objects of the Company during the year under scrutiny.
29. The Company has not altered the provisions of Memorandum with respect
to name of the Company during the year under scrutiny.
30. The Company has not altered the provisions of the Memorandum with.
respect to share capital of the Company during the year under scrutiny.
31. The Company has not altered its Articles of Association during the
32. There was no prosecution initiated against or show cause notices
received by the Company and no fines or penalties or any other punishment
imposed on the Company during the financial year, for offences under the
33. The Company has not received any, money as security from its employees
during the financial year.
34. The Company was not required to deduct any amount as contribution
towards Provident Fund during the financial year.
For RATHI & ASSOCIATES
Place: Mumbai (NARAYAN RATHI)
Date : 31st September, 2008 C.P. No.: 1104
Statutory Registers as maintained by the Company
1. Register of Members u/s. 150
2. Register of Directors, Managing Director, Manager and Secretary u/s.303
3. Register of Directors Shareholdings u/s.307
4. Register of Disclosures of Interest by Directors u/s.301(3)
5. Minutes Book u/s. 193
6. Register of Application and Allotment
7. Register of Contracts u/s 301
8. Register of Loans & Advances
1. Register of Transfers
Forms and Returns as filed by the Company with Registrar of Companies,
Regional Director, Central Government or other authorities during the
financial year ended 31st March, 2008
/Return A B C D E
Annual 159 Annual Requirement 01/01/2008 No Yes
Balance 220 Annual Requirement 01/01/2008 No Yes
Compliance 383A Annual Requirement 19/01/2008 No Yes
A: Filed under Section
C: Date of Filing
D: Whether filed within prescribed time Yes/No
E: If delay in filing whether requisite additional fee paid Yes/No