BAGALKOT UDYOG LIMITED ANNUAL REPORT 2011-2012 DIRECTOR'S REPORT To The Shareholders The Directors hereby present the 62nd Annual Report and Audited Accounts of the Company for the year ended 31st March, 2012. (Rs. in lacs) FINANCIAL RESULTS Current Year Previous Year (12 Months) (12 Months) After meeting all operating and administrative expenses, the working of the year shows a deficit of (3.64) (5.37) Add: Depreciation 0.66 0.66 Profit/(Loss) for the year (4.30) (6.03) Profit/(Loss) brought forward from the previous year (186.42) (180.39) Balance Carried to Balance Sheet (Reserve Surplus) (190.72) (186.42) PERFORMANCE Your Company is an investment, leasing, finance and miscellaneous services Company. REHABILITATION SCHEME Your Company has fully implemented the sanctioned Scheme. The application is made to the Bombay Stock Exchange for re-listing of the new Equity Shares issued to the existing Shareholders, is still pending for approval. AUDIT COMMITTEE As per the requirement of Section 292A of the Companies Act, 1956, and also the Listing Agreements with Bombay Stock Exchange Limited, Mumbai, an Audit Committee of the Board of Directors is already in place. During the year, the Committee held four meetings. CORPORATE GOVERNANCE Pursuant to Clause 49 (VI) of the Listing Agreement, a report on Corporate Governance and Certificate from the Company's Auditors confirming compliance is annexed hereto. DIRECTORS S/Shri M.S. Sanganeria, Suresh Sharma and Pramod Sharma retire by rotation and, being eligible, offer themselves for reappointment. DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors of the Company state: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures; (ii) that the Directors have selected such accounting policies and applied them consistently 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 or loss of the company for that period; (iii) that 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; (iv) that the Directors have prepared the annual accounts as on 31st March, 2012, on a going concern basis. DEPOSITS The Company has not accepted any deposits from the public during the year. PARTICULARS OF EMPLOYEES The Company has no employee, therefore the details specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are not applicable. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The Company has no manufacturing activity and therefore, the disclosure of particulars as required under Section 217(1 )(e) of the Companies Act, 1956, in so far as it relates to the conservation of energy, technology absorption is not applicable. There is no foreign exchange earnings and outgo during the year. AUDITORS' REPORT The observations made by the Auditors in their Report do not require any comments as the same are either self explanatory or have been fully explained in the notes attached to the Accounts. APPOINTMENT OF AUDITORS The retiring Auditor M/s. V.K. Beswal & Associates have furnished certificates to the Company to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 1956. Shareholders are requested to appoint the Auditors and to fix their remuneration. APPRECIATION The Directors wish to place on record their appreciation of the cooperation received from the various departments of the Central and State Governments, Bankers and Financial Institutions. On behalf of the Board of Directors S.K. Sharma P. Sharma Director Director Place: Mumbai, Date : The 29th May, 2012. BAGALKOT UDYOG LIMITED SECRETARIAL COMPLIANCE CERTIFICATE COMPANY NO.L99999MH1948PLC-006830. AUTHORISED SHARE CAPITAL: RS. 45,00,00,000/-. PAID UP SHARE CAPITAL: RS. 85,08,406/-. The Members, M/s. BAGALKOT UDYOG LIMITED Stadium House, Block No.1, 6th Floor, Veer Nariman Road, Churchgate, MUMBAI - 400 020. We have examined the registers, records, books and papers of M/s. BAGALKOT UDYOG 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 year ended on MARCH 31, 2012. 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 and its officers, we certify that 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 duly recorded. 2. The Company has duly filed the forms and returns as required with the Registrar of Companies or other authorities as prescribed under the Act and the rules made hereunder wherever applicable AS PER ANNEXURE -'B'. 3. The Company being a Limited Company, Comments not required. 4. The Board of Directors duly met 5 [FIVE] times during the aforesaid financial year i.e. on 30.5.2011, 9.8.2011, 28.9.2011, 11.11.2011 & 13.2.2012 and in respect of each meeting proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 5. The Company closed its Register of Members from 22.9.2011 to 28.9.2011 [both days inclusive] and necessary compliance of Section 154 of the Act has been made. 6. The Company held its Annual General Meeting during the year in time i.e. on 28.9.2011 and in respect of which proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 7. NO Extra Ordinary General Meeting was held during the financial year. 8. The Company has not given or advanced any amount as defined in Section 295 of the Companies Act, 1956. 9. The Company has not entered into any contracts falling within the purview of Section 297 of the Act. 10. The Company was not required to make any entries in the register maintained under Section 301 of the Companies Act, 1956. 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. 12. The Company has issued duplicate share certificate during the financial year and necessary compliances of the Act were made. 13. The Company has: i. delivered all the certificates on lodgment thereof for transfer in accordance with the provisions of the Companies Act, 1956 ii. duly complied with the requirements of -Section 217 of the Act. iii. other clauses are not applicable. 14. The Board of Directors of the Company is duly constituted. 15. There was no appointment of 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 Company Law Board, Regional Director, Registrar and / or such authorities prescribed under the various provisions of the Act during the financial year. 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 Equity Shares during the financial year under review. 20. The Company has not bought back any shares during the financial year. 21. The Company has not issued any preference shares/debentures and hence the question of redemption of preference shares/ debentures does not arise during the financial year under review. 22. There were no transactions necessitating the Company to keep in abeyance the rights of 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 Company has complied with the provisions of Section 293 (1) (d) of the Act. 25. The Company has complied with the provisions of Section 372A of the Act. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company's registered office from the one state to another during the year under scrutiny. 27. The Company has not altered the provisions of the Memorandum with respect to the Object 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 review. 30. The Company has not altered its Articles of Association during the year under review. 31. There was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment has 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 generally regular in depositing Provident Fund dues with the Appropriate Authorities in time. For, GMJ & Associates Company Secretaries Sd/- [MAHESH SONI] Partner FCS: 3706; COP: 2324. Place: Mumbai. Date : May 29, 2012. ANNEXURE-'A'TO THE SECRETARIAL COMPLIANCE CERTIFICATE: Name of the Company: M/s. BAGALKOT UDYOG LIMITED. DETAILS OF REGISTERS MAINTAINED: Sr. No. Section Name of Register Number 1. 108 Share Transfer Register 2. 150 Register of Members 3. 193 Minutes of all meetings of Board of Directors 4. 193(1) Minutes of General Meetings 5. 209 Books of Accounts. 6. 301 Register of Contracts. 7. 303 Register of Directors. 8. 307 Register of Directors Shareholdings. 9. 125/143 Register of Charge. ANNEXURE - 'B' TO THE SECRETARIAL COMPLIANCE CERTIFICATE Name of the Company: M/s. BAGALKOT UDYOG LIMITED. DETAILS OF FORMS FILED WITH THE REGISTRAR OF COMPANIES: Sr. Document/ Filed on Whether Whether No. Under Section filed additional in time fee paid 1. Form 20B Annual 24.11.2011 Yes No Return. U/s. 159. 2. Form 66 Compliance 8.10.2011 Yes No Cert. U/s. 383A. 3. Form 23AC/ACA in 25.1.2012 No Yes XBRL Mode Balance Sheet U/s. 210. For, GMJ & Associates Company Secretaries Sd/- [MAHESHSONI] Partner FCS: 3706; COP: 2324. Place: Mumbai. Date : May 29, 2012.