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Company director report

GUJARAT ARTH LIMITED ANNUAL REPORT 2002-2003 DIRECTORS' REPORT To, The Members, GUJARAT ARTH LIMITED Ahmadabad 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. (Rupees) FINANCIAL RESULTS 01/04/02 to 01/07/01 to 31/03/03 30/08/02 [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) Less: 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) DIVIDEND In view of past losses and losses sustained by the Company during the year, your Directors do not recommend any dividend. PRESENT OPERATIONS 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. DIRECTORS 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. RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of Companies Act, 1956, the Directors confirm: 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 concern basis. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS OUTGO: 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. AUDITORS 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. AUDIT COMMITTEE 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 requirement are: 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 internal audit. f. Discussion with internal auditors on any significant findings and follow-up thereon. 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 of concern. i. Reviewing the company's financial and risk management policies. LISTING 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 INE852B01014. PERSONNEL 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. ACKNOWLEDGMENT 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 Market. Your Company suffered an operating loss for the financial year ended as on 31st March, 2003, due to general recessionery trend prevailing in financial market. 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 profitable. 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 and returns. 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. FINANCIAL PERFORMANCE 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 53.00 Laos. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT. There has been no materiel development on the Human Resources/Industrial Relations Front during the year. CAUTIONARY STATEMENT 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.