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Brindaban Holdings and Trading Ltd.

BSE: 506164 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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Brindaban Holdings and Trading Ltd. (BRINDABANHOLD) - Director Report

Company director report

BRINDABAN HOLDINGS AND TRADING LIMITED ANNUAL REPORT 2007-2008 DIRECTOR'S REPORT 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 RESULTS: Financial Result for the year ended 31st March 2008 is as under: (Amt. in Rs.) Year Ended Year Ended 31.03.2008 31.03.2007 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 OPERATIONS: 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. DIVIDEND: 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. DIRECTORS: Mr. Naresh Bahri, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being, eligible offers himself for re-appointment. 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 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 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 basis. AUDITORS: 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. AUDITORS' REPORT: 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 Act, 1956. 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. FIXED DEPOSITS: The Company has not accepted or renewed any deposit from public during the year under review. PERSONNEL: 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 year. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of Energy and Technology Absorption, adaptation and Innovation: 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. ACKNOWLEDGMENT: 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 Director Date: 15th September, 2008. Place: Mumbai 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/- To The Members Brindaban Holdings & Trading Limited Mumbai 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 year: 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 financial year. 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 Protection Fund. (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 financial year. 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 financial year. 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 financial year. 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 financial year. 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 Act. 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 COMPANY SECRETARIES Place: Mumbai (NARAYAN RATHI) PARTNER Date : 31st September, 2008 C.P. No.: 1104 Annexure -A 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 Other Registers: 1. Register of Transfers Annexure B 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 Form No. /Return A B C D E Annual 159 Annual Requirement 01/01/2008 No Yes Return Balance 220 Annual Requirement 01/01/2008 No Yes Sheet Compliance 383A Annual Requirement 19/01/2008 No Yes Certificate A: Filed under Section B: For C: Date of Filing D: Whether filed within prescribed time Yes/No E: If delay in filing whether requisite additional fee paid Yes/No

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