TO THE SHARE HOLDERS
The Member of
KYRA LANDSCAPES LIMITED
Your Directors are pleased to present their 23nd Annual Report of the Company with theAudited Accounts for the period ended 31st March 2014.
This report has been prepared on the basis of legal requirements under Companies Act1956. As per General Circular No.08/2014 issued by Ministry of Corporate Affairs dated04/04/2014 the provisions of Companies Act 2013 will become applicable for alldisclosures required under the Act for the Year 2014-2015 and subsequent years.
1) FINANCIAL RESULTS:
Amount in Rs.
|PARTICULARS ||2013 - 2014 ||2012 - 2013 |
|Profit before Depreciation ||12502411 ||11920554 |
|Less: Depreciation ||8647 ||8142 |
|Less: Directors Remuneration ||NIL ||NIL |
|Profit after Depreciation & Before Tax ||12493764 ||11912412 |
|Less: Provision for Tax ||3754000 ||3676000 |
|Profit after Tax ||8739764 ||8218142 |
|Add: Profit brought forward ||(35601661) ||(43819803) |
|Balance transferred to Balance Sheet ||(26861897) ||(35601661) |
After considering the financial results for the financial year your Directors are ofthe opinion that it is prudent that no dividend be declared for the year under review sothat the profits earned in the financial year can be ploughed back and utilized towardsvarious growth and other expansion plans.
Shri Harish Joshi Director of the Company retires by rotation has expressed hisunwillingness to get reappointment.
Shri Dipesh Joshi Director of the Company retires by rotation has expressed hisunwillingness to get reappointment.
Mr. Bhavik Ajitkumar Sheth Chartered Accountants Mumbai the retiring Auditorsexpressed their willingness to be re-appointed as Auditors of the Company. Your Directorspropose appointment of Mr. Bhavik Ajitkumar Sheth Chartered Accountants whoseappointment has been duly approved by the Audit Committee and who shall hold office fromthe conclusion of this meeting till the conclusion of the third annual general meetingwith this meeting being counted as the first meeting and will be subject to ratificationin every Annual General Meeting till the third Annual General meeting by way of passing ofan ordinary resolution and to fix their remuneration.
Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules 2014 hasbeen received from the Auditors to the effect that the Auditor is eligible for appointmentand is not disqualified for appointment under the Act the Chartered Accountants Act 1949and the rules or regulations made there under and proposed appointment is within thelimits laid down by or under the authority of the Act
5. AUDITORS' REPORT:
The Auditors Report to the shareholders on the Accounts of the Company for theFinancial year ended March 31 2014 does not contain any qualification and the statementsmade therein are self- explanatory
6. RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT2013:
The Board of Directors in its meeting held on 14th August 2014 reconstituted the Boardof Directors of the Company in pursuant to various provisions of the Companies Act 2013 asfollows:
|Sr.No. ||Name of the Director ||Designation ||KMP Position Held |
|1. ||Mr. Girish Sehgal ||Whole Time Director ||Managing Director & Chief Executive Officer |
|2. ||Mr. Neeta Joshi ||Whole Time Director ||Chairman |
|3. ||Mr. Keyur P shah ||Whole Time Director ||Chief Financial Officer |
|4. ||Mr.Paresh Shah ||Non Executive Independent-Director ||- |
|5. ||Mr. Narendra doshi ||Non Executive Independent-Director ||- |
|6. ||Mrs. Bindu P shah ||Non Executive Independent-Director ||- |
7. BUSINESS PERFORMANCE / FINANCIAL OVERVIEW:
A detailed analysis of your Company's Performance is discussed in Management Discussionand Analysis Report which forms part of this Annual Report.
8. FUTURE PROSPECTS:
The Company is planning to enter into strategic alliance with an infra structuredevelopment company pioneer in this industry. This nexus would go a long way to strengthenthe Companys financial position and its foot prints in infrastructure developmentbusiness.
9. COMPANY SECRETARYAS THE KEY MANAGERIAL PERSONNEL
Pursuant to provisions of section 203 the Company is putting its efforts to appointwhole time Company Secretary who will act as the Key Managerial Personnel under theprovisions of Companies Act 2013.
10. CORPORATE GOVERNANCE PHILOSOPHY:
Your Company believes that Corporate Governance is a voluntary code of self-discipline.In line with this philosophy it follows healthy Corporate Governance practices andreports to the shareholders the progress made on the various measures undertaken. Asrequired under clause 49 of the listing Agreement with the stock exchanges the report on"Corporate Governance" together with the Auditor's certificate regardingcompliance of the code of Corporate Governance is annexed herewith.
11. REQUIREMENTS OF SECTION 217 OF THE COMPANIESACT 1956:
a. The Company has no employees covered under section 217(2A) of Companies Act 1956.
b. The directors responsibility statement setting out the compliance with theaccounting and Financial reporting requirements specified under section 217(2AA) of thecompanies Amendment Act 2001 in respect of the financial statement is annexed to thisreport.
c. Provisions of section 217(1)(e) of Companies Act 1956 are not applicable to thecompany.
12. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of provision undersection 58 A of the Companies Act 1956 from the public during the year ended on 31stMarch 2014.
13. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of the Companies Act 1956 the Directors based on therepresentation received from the Operating Management and after due enquiry confirm that:
i. In the Preparation of the Annual Accounts the applicable accounting standard havebeen followed;
ii. They Directors have selected such accounting policies and made judgments andestimates that are reasonable and prudent so as to give a true fair view of the state ofaffairs of the Company at the end of the financial year and profit of the Company for thatperiod:
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provision of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. The Annual Accounts have been prepared on a going concern basis.
14. PARTICULARS OF EMPLOYEE
During the year under review no employee of the Company was in receipt of remunerationexceeding the limits prescribed under Section 217(2A) of the Companies Act 1956 readwith the Companies (particulars of employees) Rules 1975. Thus furnishing of particularsunder the Companies (particulars of employees) Rules 1975 does not arise.
15. DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR ENDED 31STMARCH 2014
There has not been any material change in the nature of business or operation of theCompany since the end of the financial year ended 31st March 2014 till the date of thisAnnual Report.
|Stock Exchange ||Address |
|THE BOMBAY STOCK EXCHANGE ||25th Floor Phiroze Jee Jee Bhoy Towers Dalal Street Mumbai - 400 001 |
The Board of Directors wishes to place on record their appreciation for the continuedsupport and cooperation extended by Banks customers suppliers financial institutiongovernment authorities and other stakeholders & investors. Your Directors would alsolike to take this opportunity to express their appreciation for the dedicated efforts ofthe employees of the Company.
|Place : Mumbai ||By Order of the Board |
|Dated : 14th August 2014 ||For Kyra Landscape Ltd. |
| ||sd/- |
| ||Harish Joshi |
| ||DIN: 02986911 |
| ||Director |