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Saraf Sons (Traders) Ltd.

BSE: 506152 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Saraf Sons (Traders) Ltd. (SARAFSONS) - Director Report

Company director report

SARAF SONS (TRADERS) LIMITED ON THE ACCOUNTS ANNUAL REPORT 2008-2009 DIRECTORS' REPORT To The Members, Saraf Sons (Traders) Limited, Your Directors are pleased to present the Twenty-seventh Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2009. FINANCIAL RESULTS 31.03.2009 31.03.08 Profit / (Loss) before Depreciation (20,14,692) (2,23,255) Depreciation 1,88,907 2,76,644 Profit / (Loss) for the year (22,03,599) (4,99,899) Provision for Taxation - - Fringe Benefit Tax 15,000 35,000 Increase / (Reduction) in Deferred Tax Assets 9,49,819 48,719 Loss brought forward (15,56,800) (10,70,620) Loss carried forward to Balance Sheet (28,25,581) (15,56,800) OPERATIONS: During the year the Company had lower sales of Rs. 118 lakhs as against Rs.202 lakhs in the previous year and the operations for the year resulted in higher loss of Rs. 22.45 lakhs against a loss of Rs. 4.99 lakhs in the previous year. The Management is taking necessary steps for all round improvement in the forthcoming year. DISCLOSURE REQUIRED UNDER 217(1)(e): Information pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988: (A) Conservation of energy : Not applicable (B) Technology absorption : Not applicable (C) Foreign Exchange earning and outgo : Nil PARTICULARS OF EMPLOYEES: The Company does not have any employee having emoluments exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956. DIRECTORS Mr. Vijay C. Korgaonkar and Mr. Ulhas V. Saraf retire by rotation and are eligible for re-election. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2001 your Directors confirm that: (a) In the preparation of the annual accounts the applicable Accounting Standards have been followed. (b) Appropriate accounting policies have been selected and applied consistently, and have 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 as at March 31st, 2009 and of the loss of the Company for the year April 1st, 2008 to March 31st, 2009. (c) Proper and sufficient care has been taken 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. CLARIFICATION REGARDING OBSERVATION BY AUDITORS IN PARA 3(f) OF THEIR REPORT: The Board is of the view that the accounts have been correctly drawn up adopting the going concern principle as they are confident of their capability of meeting the financial commitments of the Company in the foreseeable future. AUDITORS: M/s. Patkar & Pendse, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and are eligible for reappointment. COMPLIANCE CERTIFICATE: Pursuant to Section 383A of the Companies Act, 1956 a compliance certificate issued by M/s. Y.N. Shah & Co., Company Secretaries, Mumbai is attached herewith. By Order of the Board Sd/- Sd/- AJIT V. SARAF DR. ANILKUMAR V. SARAF DIRECTOR DIRECTOR Place: Mumbai Dated: 1st September, 2009. COMPLIANCE CERTIFICATE To, The Members Saraf Sons (Traders) Limited A-2/57, Shah & Nahar Indl. Estate, Sitram Jadhav Marg, Lower Parel (West), Mumbai - 400 013. We have examined the registers, records, books and papers of Saraf Sons (Traders) 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 2009. In our opinion and to the best of our information and according to the examinations carried out by us and the 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 and maintained all the registers as stated in the Annexure 'A' to this certificate, as per provisions and the rules made there under and all the 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 listed public limited company, has minimum prescribed paid-up capital. 4. The Board of Directors duly met 6 times on 29/04/08, 28/07/08, 02/09/08, 29/09/08, 31/10/08, 29/01/09 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes book maintained for the purpose. 5. The company had closed its Register of Members during the year from 22nd September, 2008 to 27th September, 2008 (both days inclusive). 6. The annual general meeting for the financial year ended on 31st March 2008 was held on 29/09/08 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. No extra ordinary meeting was held during the financial year. 8. The company has not advanced any loans to its directors or persons or firms or companies referred to under Section 295 of the Act. 9. The company has duty complied with the provisions of section 297 of the Act in Tespect of contracts specified in that section. 10. The company has made necessary entries in the register maintained under section 301 of the Act. 11. As there were no instances falling within the purview of section 314 of the Act, the Company has not obtained any approval from the Board of Directors, Members, or Central Government, as the case may be. 12. There was no issue of duplicate share certificates during the year. 13. There was no allotment/ transfer/ transmission of securities during the financial year. i) The Company has not deposited any amount in a separate Bank account as no dividend was declared during the financial year. ii) The Company has not posted warrants to any member of the /company as no dividend was declared during the financial year. iii) Duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. There was no appointment of additional directors, alternate directors and directors to fill casual vacancy during the financial year. 15. The Company has not appointed any managing director/whole time director/manager during the financial year. 16. The Company has not appointed any sole selling agents during the financial year. 17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies, and /or such authorities prescribed under the various provisions of the Act. 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 any shares, debentures, or other securities during the financial year. 20. The company has not bought back any shares during the financial year. 21. There was no redemption of preference shares or debentures during the financial year. 22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, right shares, and bonus shares pending registration of transfer of shares. 23. The company has not invited /accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year. 24. The amoqnt borrowed by the Company from directors, members, public, financial institutions, banks and others during the financial year ending 31st March, 2009 are within the borrowing limits of the company and that necessary resolutions as per section 293(1)(d) of the Act have been passed in duly convened annual general meeting. 25. The company has not made any loans or advances or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in register kept for the 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 the 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 un Jer scrutiny. 30. The company has not altered its articles of association during the financial year. 31. There was/were no prosecution initiated against or show cause notices received by the company, during the financial year, for offences under the act. 32. The company has not received any money as security from its employees during the year. 33. The company has deposited both employer's contribution to Provident Fund with prescribed authorities pursuant to section 413 of the Act. M/s. Y.N. Shah & Co. Company Secretaries Sd/- Yatin N Shah Proprietor C.P.No.: 2156 ACS No.: 5913 Place: Mumbai Dated: 1st September, 2009. Annexure 'A' Registers as maintained by the Company: 1. Registers of Members & Transfer Register u/s 150. 2. Register & Returns u/s 163. 3. Books of Accounts u/s 209. 4. Minutes for Board and General Body meetings. 5. Register of Charges. 6. Register of Fixed Assets. 7. Register of particulars of Contracts u/s 301. 8. Register of Directors and their shareholding u/s 303 & 307. Annexure 'B' 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, 2009. 1. Annual Reports for the year ended 31st March 2008 filed with the Registrar of Companies on 09.12.2008. 2. Annual return made up to 31.10.2008 was filed with the Registrar of Companies on 09.12.2008. 3. The compliance certificate for the year 2007-08 was filed with Registrar of Companies 09.12.2008. M/s. Y.N. Shah & Co. Company Secretaries Sd/- Yatin N Shah Proprietor C.P.No.: 2156 ACS No.: 5913 Place: Mumbai Dated: 1st September, 2009.