PAREKH DISTRIBUTORS LIMITED
ANNUAL REPORT 2010-2011
The Members of
Parekh Distributors Limited
Your Directors have pleasure in presenting their Report for the financial
year ended 31st March, 2011.
1. Financial Highlights:
Financial Results Current Year Previous Year
Profit for the year:
Gross Operating Profit/(Loss) (1,19,266) 1,29,546
Less:- Depreciation - -
Operating Profit/(Loss) before Tax (1,19,266) 1,29,546
Less:- Provision for Taxation
Current tax - -
Fringe Benefit Tax - -
Add:- Amount B/F from last year (66,48,774) (67,78,320)
Total (67,68,040) (66,48,774)
Note:- Figures in brackets indicate loss
In view of the loss of the current financial year and unabsorbed losses of
the previous financial years, your Directors regret to recommend dividend
for the financial year ended 31st March, 2011.
(i) Mr. Vivek S. Agnihotri, Director of the Company, retires by rotation
and being eligible, offers himself for re-appointment.
(ii) None of the Directors of the Company is disqualified from being
appointed as Director under Clause (g) of Sub-section (1) of Section 274 of
the Companies Act, 1956.
4. Directors' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors
(i) in preparation of the Annual Accounts, the applicable accounting
standards have been followed.
(ii) they have selected such accounting policies and consistently applied
the accounting policies and made judgements 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
and Loss for the period.
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) they have prepared the annual accounts on going concern basis.(Ref
Note No.7 of Schedule 9)
5. Auditors and Auditors' Report:
M/s Doshi Doshi & Associates, Chartered Accountants, who were appointed as
the Statutory Auditors of the Company at an Extra Ordinary General Meeting
held on 6th May, 2011, hold office until the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment.
With respect to the Remarks contained in the Auditors' Report, the Notes on
Accounts referred to in the Auditors' Report are self explanatory and do
not require any further comments.
6. Particulars of Employees:
There being no employee employed by the Company during the financial year
ended 31st March, 2011, nothing is required to report under Section 217(2A)
of the Companies Act, 1956 and the Rules made there under.
7. Fixed Deposits:
The Company has not accepted any fixed deposits within the meaning of the
provisions of Section 58A of the Companies Act, 1956 during the financial
year ended 31st March, 2011.
8. Conservation of Energy, technology absorption, Foreign Exchange Earnings
There is nothing to report with respect to particulars as prescribed under
Section 217(l)(e) of the Companies Act, 1956 and any Rules made there
9. Secretarial Compliance Certificate:
Pursuant to the proviso to Section 383A(1) of the Companies Act, 1956
together with the Companies (Compliance Certificate) Rules, 2001 notified
by the Central Government, the Secretarial Compliance Certificate certified
by the Company Secretary in whole time practice is attached to this report.
Your Directors wish to place on record their deep sense of appreciation for
the services and cooperation received from the bankers, statutory
authorities, etc. The Directors also thank all the shareholders and
investors for reposing continued confidence in the Company.
For and on behalf of the Board of Directors
Mumbai Vivek Agnihotri
Dated: 30th May, 2011 Chairman
Regn No.: 020601 Authorised Capital: Rs. 25,00,000/-
CIN: L51900MH1978PLC020601 Paid up Capital : Rs. 10,00,000/-
Parekh Distributors Limited
3rd Floor, Jash Chambers,
Sir P. M. Road, Fort,
I have examined the registers, records, books and papers of Parekh
Distributors Limited as required to be maintained under the Companies Act,
1956, 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, 2011. In my opinion and to the best of my
information and according to the examinations carried out by me and
explanations furnished to me by the company, its officers and agents, I
certify in respect of the aforesaid financial year:
1. The company has kept and maintained all registers as stated in Annexure
A' to this certificate, as per the provisions and the rules made there
under and all entries therein have been recorded.
2. The company has 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 is a public limited company.
4. The Board of Directors duly met 6 times on 27/05/2010, 10/08/2010,
28/10/2010, 14/02/2011, 28/02/2011 and 29/03/2011 in respect of which
meetings proper notices were given and the proceedings were properly
recorded and signed.
5. The company had closed its Register of Members, from 10/09/2010 to
17/09/2010 & necessary compliance of section 154 of the Act has been made.
6. The Annual general meeting for the financial year ended on 31/03/2010
was held on 17/09/2010 after giving due notice to the members of the
company and the resolutions passed thereat are duly recorded in Minutes
Book maintained for the purpose.
7. No Extra-Ordinary General Meeting was held during the period under
8. As explained to me and based on the 'information provided to me the
company has not advanced any loan to its directors and/or persons or firms
or companies referred in the section 295 of the* Act during the year under
9. The company has duly complied with the provisions of section 297 of the
Act in respect of contracts specified in that section.
10. The company has made necessary entries in the register maintained under
Section 301 of the Companies Act, 1956.
11. As explained to me and based on the information provided to me no
approvals were required from the Board of Directors, Members and the
Central Government pursuant to section 314 of the Act during the period
12. The company has not issued any duplicate share certificates during the
financial year ended on 31.03.2011
13.(i) There was no allotment/transfer/transmission of securities of the
Company during the year under review.
(ii) The company has not declared any dividend during the period under
(iii) Since the company has not declared any dividend during the period
under consideration the company was not required to pay warrants for
dividends to all the members within a period of 30 days from the date of
declaration. There was no unpaid/unclaimed dividend that was required to be
transferred to Unpaid Dividend Account.
(iv) As explained to me and based on the information given to me no
provisions as to transferring the amounts in unpaid dividend account,
application money due for refund, matured deposits, matured debentures and
the interest accrued thereon which have remained unclaimed or unpaid for a
period of seven years to Investor Education and Protection Fund are not
(v) The Company has duly complied with the requirements of section 217 of
14. The Board of Directors of the Company is duly constituted.
15. No Managing Director/Whole-time Director/Manager has been appointed
during the period under consideration.
16. No sole-selling agents were appointed by the Company for the period
17. Necessary approvals of the Central Government, Company Law Board,
Regional Director, Registrar or such other authorities as may be prescribed
under the various provisions of the Act have been taken during the
financial year under review.
18. 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.
19. The company has not issued shares during the year under consideration.
20. The company has not bought back any share during the financial year
21. There being no redemption of preference shares/debentures the
provisions as to redemption of preference shares/debentures is not
22. The provisions as to keeping in abeyance rights to dividend, rights
shares and bonus shares pending registration of transfer of share are not
23. The company has not accepted deposits within the meaning of section 58A
of the Companies Act, 1956 during the period under consideration.
24. The Company has obtained approval of the members in the general meeting
for increasing the borrowing limit under Section 293 (1) (d) during the
financial year ending 31.03.2011. .
25. The company has not made loans and investments or has not given
guarantees or securities to other bodies corporate therefore no entries
required to be made in the register maintained for that purpose.
26. 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.
27. The company has not altered the provisions of the memorandum with
respect to the objects of the company during the year under scrutiny.
28. The company has not altered the provisions of the memorandum with
respect to name of the company during the year under scrutiny.
29. The company has not altered the provisions of the memorandum with
respect to share capital of the company during the year under scrutiny.
30. The company has not altered its Articles of Association of the Company
during the period under scrutiny.
31. No Prosecution was initiated against or show cause notices received by
the company for alleged offences under the Act and also no fines and
penalties or any other punishment were imposed on the company.
32. The company has not received security from its employees during the
year under certification and therefore the provisions of section 417(1) of
the Companies Act, 1956 are not applicable.
33 The provisions as to depositing both employee's and employer's
contribution to Provident Fund with prescribed authorities are not
Place: Mumbai Nilesh A. Pradhan & Co.
Date : 30/05/2011 Practicing Company Secretary
Nilesh A. Pradhan
FCS No. 5445 CP No. 3659
Registers as maintained by the Company
1. Register of Charges-u/s 143
2. Register of Members -u/s 150
3. Minutes Book for Board and General Meetings - u/s 193
4. Books of Accounts- u/s 209
5. Register of particulars of contract in which the Directors are
interested u/s - 301
6. Register of Directors and Managing Director, Manager and Secretary u/s -
7. Register of Directors' shareholdings u/s 307
8. Register of Loans and Investments
9. Register of Share Transfer
Forms and Returns as filed by the Company with the Registrar of Companies,
Regional Director, Central Government or other authorities during the
financial year ending on 31st March, 2011.
Sr. Particulars Date of Date of
No. document Filing
1. From 66 along with the Compliance 31/03/2010 02/10/2010
2. Form 23 AC along with the Balance Sheet 31/03/2010 07/10/2010
3. Form 23 ACA along with the Profit &
Loss A/c 31/03/2010 07/10/2010
4. Form 20B along with the Annual Return 17/09/2010 07/10/2010