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Swastik Surfactants Ltd.

BSE: 506718 Sector: Consumer
NSE: N.A. ISIN Code: N.A.
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Swastik Surfactants Ltd. (SWASTIKSURFACT) - Director Report

Company director report

SWASTIK SUFACTANTS LIMITED ANNUAL REPORT 2006-2007 DIRECTOR'S REPORT The Members Your Directors are pleased to present their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2007. Financial Results 31.03.07 31.03.06 Rs. lacs Rs. lacs Sales & Other Income 0.00 3.33 Gross Profit/Loss (-) 211.08 -34.12 Net Profit/Loss (-) 197.81 -90.58 Accumulated Losses b/fd 1225.47 1134.89 Net loss carried to Balance Sheet -1027.67 -1225,47 Operations The Company has during the year under review started trading activities. Auditor's Remarks The observations in the Auditor's Report together with the notes forming part of accounts at appropriate places are self-explanatory, The Company has not provided interest on excise loan as the Company is contesting the some. Directors' Responsibility Statement On the basis of information and advice received, the Directors confirm that pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed (1) that in the preparation of annual accounts for the financial year ended 31st March, 2007, the applicable accounting standards have been followed along with proper explanations relating to material departures; (2) that the directors have generally selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the company for the year under review; (3) The directors 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; (4) that the directors have prepared the accounts for the financial year ended 31st March, 2007 on a 'going concern' basis. COMPLIANCE CERTIFICATE The Compliance Certificate under section 383A of the Companies Act, 1956 from the Company Secretary in whole time practice is attached. BIFR The Company is registered as a Sick Industrial unit with BIFR Information under Section 217 (1) (e) of the Companies Act, 1956. The particulars of Section 217 (1) (e) are not applicable in view of the nature of the Company's activities. The foreign exchange earning and outgo was Nil during the year, Particulars of Employees There were no employees whose particulars are required to be disclosed under section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975. Directors Mr. Pramod Kumar would retire by rotation at the forthcoming Annual General Meeting and is eligible for reappointment. Mr. Jagesh Kumar Gupta was appointed as Additional Director of the Company w.e.f. 30.10.06 and is eligible for reappointment Auditors M/s Kulin V Munim, Chartered Accountants the present Auditors would retire at the forthcoming Annual General Meeting and is eligible for reappointment. You are requested to appoint Auditors and fix their remuneration. For and on behalf of the Board A. M. Thaker Director Kirti Shukla Director Vadodara 29th June 2007 Registration No.: 04-1893 Authorised Capital: Rs. 7,00,00,000/- Compliance Certificate To, The Members Swastik Surfactants Limited 502, Yashkamal Building, Sayajiganj, Vadodara 390 005 We have examined the registers, records, books and papers of Swastik Surfactants Limited as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on March 31, 2007. 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 and maintained registers as stated in Annexure 'A' to this certificate, as per the provisions of the Act and the rules made thereunder and 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 mentioned under the said Annexure. 3. The Company being a public limited company, comments that a Private Limited Company has minimum prescribed paid-up capital, maximum number of members, invitation to public to subscribe for shares and acceptance of deposits from persons other than its members, directors or their relatives, are not required. 4. The Board of Directors duly met 6 (Six) times on 02.04.2006, 20.04.2006, 29.06.2006, 27.07.2006, 30.10.2006 and on 30.01.2007 in respect of which meetings proper notices were given and f he proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. (No circular resolution was passed.) 5. The Company closed its Register of Members from Thursday, September 21, 2006 to Thursday, September 28, 2006 for the purpose of Annual General Meeting and had complied with the provisions of Section 154 of the Act. 6. The Annual general meeting for the financial year ended on March 31, 2006 was held on September 28, 2006 after giving due not ice 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 general meeting was held during the financial year. 8. The Company has not advanced any loan to its Directors and / or persons or firms or companies referred to in the Section 295 of the Act. 9. The Company has not entered into any contracts failing within the purview of Section 297 of the Act. 10. The Company has not 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 approvals from the Board of Directors, members or the previous approval of f he Central Government. 12. The Company has not issued any duplicate share certificates during the financial year. 13. (i) There was no allotment / transfer / transmission of securities during the financial year, (ii) The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year. (iii) The Company was not required to post warrants to any member of the Company as no dividend was declared during the financial year. There were no unpaid dividends in f he Company (iv) There are no unpaid dividends, application money due for refund, matured deposits, matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years. (v) The Company has duly compiled with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is constituted and the appointment of Directors, Additional Directors, Alternate Directors and Directors to fill casual vacancy during the financial year have been made except that the returns required to be filed with Registrar of Companies were not filed on time. 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. We have been informed by the Company that since there is no manufacturing activity in the company, the question of appointment of Cost Auditor and approval of Central Government does not arise. The Company was not required to obtain any other approvals of the Central Government, Company Low Board, Regional Director, Registrar and / or such other authorities prescribed under the various provisions of the Act during the financial year. 18. The directors have not disclosed their interest in other firms / companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder. 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, rights 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 amount borrowed by the Company from directors, members, public, financial institutions, banks and others during the financial year ending 31st March, 2007 is 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 and investments, or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the 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 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 during the year under scrutiny. 31. There were no prosecutions initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on 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 financial year. 33, The Company was not required to deduct any contribution towards Provident Fund during the financial year, For Parikh & Associates Name of Company Secretary P. N. Parikh C.P.No.1228 Place : Mumbai Date : 29.06.2007 Annexure A Statutory Registers as maintained by the Company 1. Register of Charges u/s 143 of the Act. 2. Register of Preference Shareholders 3. Register of Members u/s 150 of the Act and Index of Members u/s 151 of the Act. 4. Minutes Book of Board Meetings u/s 193 of the Act. (in loose leaf) 5. Minutes Book of Committee Meetings u/s 193 of the Act. (In loose leaf) 6. Minutes Book of Preference Shareholders Meeting u/s 193 of the Act, (In loose leaf) 7. Minutes Book of General Meetings u/s 193 of the Act. (In loose leaf) 8. Books of Accounts u/s 209 of the Act are being audited by the Statutory Auditors of the Company. 9. Register of Contracts u/s 301 of the Act. 10. Register of disclosure of interest u/s 301 of the Act. 11. Register of particulars of Directors etc. u/s 303 of the Act. 12. Register of Directors' Shareholding u/s 307 of the Act. 13. Register of Loans, Investments and Guarantee given u/s 372A of the Act. 14. Register of Renewed and Duplicate Certificates under Rule 7 of the Companies (Issue of Share Certificates) Rules, 1960. Other Registers 1. Register of Transfers / Transmission For Parikh & Associates Name of Company Secretary P. N. Parikh C.P.No. 1228 Place : Mumbai Date : 29.06.2007 Annexure B Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended March 31, 2007 Form No./ A B C Return 32 303 Appointment of 24.04.2006 Mr. Kirti Shukla as additional director w.e.f. 02.04.2006 Balance Sheet 220 Approved at the 20.10.2006 as at 31.03.2006 Annual General Meeting held on 28.09.2006 Compliance 383A Financial year 20.10.2006 Certificate Companies 2005-2006 (Compliance Certificate) Rules, 2001 32 303 Appointment of 07.02.2007 Mr. Kirti Shukla as Director at Annual General Meeting held on 28.09.2006 32 303 Appointment of 14.02.2007 Mr. Jagesh Kumar Gupta as additional director w.e.f. 20.04.2006 Annual Return 159 Annual General 26.03.2007 made upto Meeting held on 28.09.2006 28.09.2006 Form No./ D E Return 32 Yes N.A. Balance Sheet Yes N.A. as at 31.03.2006 Compliance Yes N.A. Certificate 32 No Yes 32 No Yes Annual Return No Yes made upto 28.09.2006 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 For Parikh & Associates Name of Company Secretary P. N. Parikh C.P.No. 1998 Place : Mumbai Date : 29.06.2007