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Emporis Projects Ltd.

BSE: 531470 Sector: Financials
NSE: N.A. ISIN Code: INE742D01013
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Emporis Projects Ltd. (EMPORISPROJ) - Director Report

Company director report

DIRECTORS

Your Directors are pleased to present their Annual Report on the Business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2014.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31 2014 issummarized below:

(Rupees in Lacs)

Particulars 2013-2014 2012-2013
Sales 72.15 75.99
Other Income 37.73 30.86
Total Income 109.88 106.85
Total Expenses 98.94 96.85
Profit/(Loss)Before Tax 10.94 10.00
Tax - -
Current Tax 3.50 3.00
Income/Fringe Benefit Tax - 1.40
Net Profit After Tax 7.44 5.60

The year was extremely challenging for the Company. The Company has been able tomaintain nearly same income & profit in spite of fluctuating economic conditions.

FUTURE OUTLOOK:

Your Company is currently focusing its resources in the business segments of shares& securities. The Company is also trying to venture into profitable activities duringthe year so as to have maximized return of its capital.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the year under review.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company within the meaning of section 4 of theCompanies Act 1956. Thus the Company is not required to furnish a statement pursuant tothe provisions of Section 212 of the Companies Act 1956.

ACCEPTANCE OF FIXED DEPOSTIS:

The Company has not accepted any Fixed Deposits from general public within the purviewof Section 58A of the Companies Act 1956 during the year under review.

AUDITORS:

The Statutory Auditors M/s. D. P. Agarwal & Co. Chartered Accountants had beenappointed to hold office until the conclusion of the ensuing Annual General Meeting;however he is also eligible for re-appointment and his willingness for re- appointmenthave been intimated to the Company well in advance. Further he has also confirmed that heis not disqualified for re-appointment within the meaning of Section 141 of the CompaniesAct 2013 and his appointment if made would be within the limits specified in Section 139of the said Act.

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. D. P. Agarwal & Co. CharteredAccountants is eligible to hold the office for a period of Five years up to 2019.

The members are therefore requested to appoint M/s. D. P. Agarwal & Co CharteredAccountants as auditors for five years from the conclusion of the ensuing annual generalmeeting till the conclusion of the annual general meeting to be scheduled in 2019 subjectto ratification at each year AGM and to fix their remuneration for the year 2014-15.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 217 of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 217 (2AA) of the Companies Act 1956 theBoard of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March2014 the applicable accounting standards have been followed along with proper explanationrelating to material departures.

ii. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31st March2014.

iii. That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and forpreventing and detect i ng materialfraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report.

vi. That there no contracts or arrangement with related parties referred to insub-section (1) of section 188.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with stock exchanges a separate section onCorporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions ofCorporate Governance as stipulated under clause 49 of the Listing Agreement and adeclaration by the Managing Director with regard to Code of Conduct is attached to theReport on Corporate Governance.

MANAGING DIRECTOR'S CERTIFICATE:

A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulatedunder clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 217(1)(e) of the Companies Act 1956 isnot applicable to the Company considering the nature of its business activities. Furtherthe Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is in receipt of remuneration prescribed underSection 217(2A) of the Companies Act 1956 read with the Companies (Particulars ofEmployees) Rules 1975. Thus furnishing of particulars under the Companies (Particulars ofEmployees) Rules 1975 does not arise.

DIRECTORS:

During the year Mr. Sadanand Sina Moolya was appointed as an Additional Director w.e.f.12th June 2014 Mr. Dhiresh Uttamchand Munver was as Additional Director on 1st July2013 & Mr. Anant Vasant Keer was appointed as a Whole-Time Director on 12th June2014.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.

We very warmly thank all our employees for their contribution to your Company'sperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.

By Order of the Board
For Emporis Projects Limited
SDA
Place: Ahmedabad Jayantibhai Virdas Patel
Date: 28th August 2014. Managing Director
DIN No. 00485932