GUJARAT ARTH LIMITED
ANNUAL REPORT 2002-2003
GUJARAT ARTH LIMITED
Your Directors have pleasure in preserving herewith their 10th Annual
Report together with the Audited Statements of Accounts for the period
ended 31st March, 2003.
FINANCIAL RESULTS 01/04/02 to 01/07/01 to
[12 Months] [9 Months]
Total Income 0.00 45,000.00
Total Expenditure 2,44,084.25 1,89,184.00
Profit(LOSS) before Depreciation and
Taxation (2,44,084.25) (1,44,184.00)
1. Depreciation Nil Nil
2. Provision for Taxation Nil Nil
Profit/(Loss) for the year (2,44,084.25) (1,44,184.00)
Add : Balance Brought Forward (18,28,542.58) (14,82,358.58)
Lose Carried to Balance Sheet (18,70,626.83) (16,26,542.58)
In view of past losses and losses sustained by the Company during the year,
your Directors do not recommend any dividend.
The operations during the year under review remained affected, due to
general recessionary trend prevailing in financial market all over the
world. Due to crash of Stock market and decline in BSE senses and NSE index
market value of Companies investments have suffered heavily and the same
has badly hit the Indian Financial market as well. Business environment and
market conditions continued to be subdued with declining industrial growth
in the country. The capital market in the secondary stock market has also
been affected and the movement were in south ward direction. Performance of
the Company was severely affected on account of the recession and
volatility in the market. The Directors have put in efforts and are
exploring the possibility to achieve better results in future.
Shri Bhupendra Panchal, retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.
Shri Shivkumar Agrawal was appointed as Managing Director of the Company,
by the Board of Directors at their meeting held on 23-08-2003 for the
period of five years. Your directors recommend his approval at Managing
Director for the said period.
Pursuant to Section 217 (2AA) of Companies Act, 1956, the Directors
a) that in the preparation of the at here accounts, the applicable
accounting standards have been followed and there is no material departures
from the same;
b) 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 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;
c) 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;
d) that the Directors have prepared the annual accounts of the going
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
The information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo required under section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of particulars
in the Report of the Board of Directors) Rules, 1988, is not applicable and
hence not given.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules 1975 are not applicable to the
Company, since none of the employees of the Company was in receipt of total
remuneration of Re. 24,00,000/- p.a. or Rs. 2.00,000/- p.m. during the
financial year under review.
You are requested to appoint Auditors for the Current Year to hold office
from the conclusion of the Annual General Meeting until the conclusion of
the next Annual General Meeting and to fix their remuneration. Auditors,
M/s. A. L. Thakkar & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and are eligible for reappointment, The Company has
received a Certificate U/s.224 (1B) of the Companies Act, 1956 from them
signifying that the re-appointment if made, et the ensuing Annual General
Meeting, will be within the limits specified.
The Company has constituted an Audit Committee pursuant to the provisions
of the Section 292A of the Companies Act, 1958, and as required under
Clause 49 of Listing Agreement, which consists the following Directors:
Shri Murlidhar Minda (Chairman of the Committee)
Shri Bhupendra Panchal (Member of the Committee)
Smt. Madhudevi Agrawal (Member of the Committee)
The terms of reference of the Audit Committee mandated by your Board of
Directors which is also in line with the statutory and regulatory
a. Overseeing of the Company's financial reporting process and the
disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible.
b. Recommending the appointment and removal of external auditors, fixation
of audit fees and also approval for payment for any other services.
c. Reviewing with management the annual financial statements before
submission to the board.
d. Reviewing with management, external and internal auditors, the adequacy
of internal control systems.
e. Reviewing the adequacy of Internal audit function Including structure of
the internal audit department, staffing and seniority of the official
heading the department, reporting structure coverage and frequency of
f. Discussion with internal auditors on any significant findings and
g. Reviewing the findings of any internal investigations by the internal
auditors into matters where there is suspected fraud or irregularity or a
failure of internal control systems of a material nature and reporting the
matter to the board.
h. Discussion with external auditors before the audit commences, nature and
scope of audit as well as have post-audit discussions to ascertain any area
i. Reviewing the company's financial and risk management policies.
The Shares of the Company are listed at Ahmedabad and Mumbai Stock
Exchange. The Company has paid the listing fees for the year 2003-2004 to
both the Stock Exchanges.
DEMATERIALISATION oft EQUITY SNARES
As per direction of the SEBI and Mumbai Stock Exchange, the shares of the
Company have been compulsory dematerialised and the Company's shares has
been traded in electronic form. The Company has established connectivity
with both the depositories, i.e. National Securities Depository Limited and
Central Depository Services (India) Linked. The ISIN No. of the Company Is
The relations continued to be cordial and harmonious during the year under
review. Directors wish to place on record their appreciation for the co-
operation waived from the staff at all levels.
Your Directors place on word their sincere thanks for continuous support of
the Banks and valued Customers for their continuous contribution to the
working of the Company.
The Directors also express their sincere gratitude to the shareholders for
the confidence reposed in the management.
Regd.Office: By Order of the Board
284, Now Cloth Market,
O/s. Raipur Gate, Ahmedabad - 380 002 Murlidhar Minda
Date : 23rd August, 2003 Chairman
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of Listing Agreement, a Management Discussion &
Analysis Report is given below:
INDUSTRY STRUCTURE AND DEVELOPMENTS
The general Economic slow down coupled with nervous markets made the
financial year 2002-2003 a difficult for many companies. Events such as
Communal riots in Gujarat Iraq freedom mission of United State of America
created a sense of general uncertainty and lack of confidence in the
Financial Market across the country end all over the world as well. For
your company, there was the additional factor of adverse and volatile Share
Your Company suffered an operating loss for the financial year ended as on
31st March, 2003, due to general recessionery trend prevailing in financial
OUTLOOK ON OPPORTUNITIES,THREATS, RISK AND CONCERNS
As far as the future outlook is concerned, me company is expected to
increase the scope of the business the future, considering the fact that
industrial growth picks up. The company is developing portfolio of value
added investments which over a period of time shall have potential to be
The Success of liberalization of the Nineties and the Financial Market
becoming Global me company has excellent opportunity area in the future.
However, an area of concern for the company in the short term is lack of
Financial Resources and to develop a portfolio of investments to cover risk
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company is committed to maintaining high standards of internal
controls designed to provide accuracy of information, efficiency of
operations and security of assets. The company has adequate Internal
controls commensurate with the size and nature of its operations to ensure
orderly and efficient conduct d business.
These controls ensure the safeguarding of assets, prevention and detection
of fraud and error, the accuracy and completeness of the accounting
records, timely preparation of reliable financial information and adherence
to companies policies, procedures and legal obligations. The Audit
Committee of the Board of Directors meats periodically to review the
performance as reported by the auditors.
The company has suffered net loss of Re. 2.44 Lacs for the Financial year
2002- 2003. There has been decline in the value stock to the extent of Re
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT.
There has been no materiel development on the Human Resources/Industrial
Relations Front during the year.
Management Discussion and Analysis Report is based on certain assumptions
and expectations of future events. The Company cannot guarantee that these
assumptions and expectations are accurate or will be realized by the
Company. Actual results could differ materially from those expressed or
implied. Important factors that could make a difference to the Company's
operation such as global and Indian market conditions, changes in the
Government Regulations, Tax regimes and such other factor.
The Company assumes no responsibility to publicly amend, modify or revise
any of these statements on the basis of any subsequent developments,
information or events.