PRAKASH CERAMICS LIMITED
ANNUAL REPORT 2011-2012
Your Directors here by present the Twenty Second Annual Report on business
and operations of the Company together with the Audited statements of
Accounts for the financial year ended on 31st March 2012.
REVIEW OF OPERATIONS:
During the year under review due to sluggish market condition and financial
crisis company faces huge set back. So company not in position to generate
any revenue from the operation but due to some fixed cost company posted
Net Loss of Rs. 191444/-. The management has taken measures as part of its
continuous improvements to strengthen operations and viability.
Your Directors have not declared any dividend during the year under review
due to loss incurred.
The Company has not accepted any deposit from the public pursuant to the
provisions of Section 58A of the Companies Act, 1956.
Mr. Anand Pardesi Director of the Company is retires by rotation at the
ensuing Annual General Meeting and being eligible, offer himself for re-
AUDITORS AND AUDITORS' REPORT:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment. The observations made by the
Auditors' in their Auditors' Report and the Notes on Accounts referred to
in the Auditors' Report are self-explanatory and do not call for any
SECRETARIAL COMPLIANCE CERTIFICATE::
In accordance with the Section 383A of the Companies Act, 1956 and
Companies (Appointment and Qualifications of Secretary) Amendment Rules,
2009, the Company has obtained a certificate from a secretary in whole-time
practice confirming that the Company has complied with the provisions of
the Companies Act, 1956 and a copy of such certificate is annexed to this
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to the
shareholders and it includes discussion on matters as required under the
provisions of Clause 49 of the listing agreement forming part of this
report is annexed herewith. The Audit Committee of the Company has
regularly reviewed internal Control System of the company.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the Listing
Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing
Agreement with the Stock Exchanges, Report on Corporate Governance along
with the Auditors' Certificate on its compliance is annexed separately to
this Annual Report.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of the
Companies Act, 1956, read with the companies (Particulars of Employees)
Rules, 1975, as amended, is not required to be given as there were no
employees coming within the purview of this section.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956, are
not applicable to our Company, as our Company in not engage in
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956,
the Directors of your Company confirm that:-
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
ii) The Directors have selected such accounting policies and applied them
consistently and made judgments 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 that period;
iii) 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) Directors have prepared the accounts on a 'going concern basis'.
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your directors
also wish to take on record their deep sense of appreciation for the
committed services of the employees at all levels, which has made our
Company successful in the business.
For and on Behalf of the Board
For, PRAKASH CERAMICS LIMITED
PLACE: DHAR (M.P) (AANAND PARDESI)
DATE : 01.09.2012 CHAIRMAN
Annexure to Director's Report:
Corporate Identity No.: U51902MP1990PLC005853
Nominal Capital: Rs.3,50,00,000/-
PRAKASH CERAMICS LIMITED
Survey no. 64, Village Kalsara, Khurd,
Dhar, Madhya Pradesh
I have examined the registers, records, books and papers of M/S PRAKASH
CERAMICS LIMITED as required to be maintained under the Companies Act,
1956, and the rules made there under and also the provisions contained in
the Memorandum and Articles of Association of the Company for the financial
ended 31st March, 2012. In my opinion and to the best of my information and
according to the examinations carried out by me and explanations furnished
to me by the company, its officers, I 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 recorded.
2. The company has not filed any forms and returns as prescribed under the
Act and the rules made thereunder with the Registrar of Companies during
the aforesaid financial year.
3. The company, being public limited company, comments are not required.
4. The Board of Directors met 5 (Five) times on 29.04.2011, 30.07.2011,
30.08.2011, 05.11.2011 and 08.02.2012 in respect of which meetings proper
notices were given and the proceedings were properly recorded and signed in
the Minutes Book maintained for the purpose.
5. The company has closed its Register of members and share transfer books
from 24.09.2011 to 30.09.2011 (both days inclusive) and necessary
compliance of Section 154 of the Companies Act has been made.
6. The Annual General Meeting for the financial year ended on 31.03.2011
was held on 30.09.2011 after giving due notice to the members of the
company and the resolutions passed thereat were 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 loans to its directors or persons or
firms or companies referred to under section 295 of the Act.
9. The Company has not entered into contracts specified under Section 297
of the Act during the financial year.
10. The company has made necessary entry 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 central government.
12. The company has not issued duplicate share certificates during the
13. The company:
(i) There was no allotment of shares during the year. The Company has
delivered all the certificates on lodgment thereof for transfer/
transmission or any other purpose in accordance with the provisions of the
(ii) Has not deposited any amount in a separate bank account as no dividend
was declared during the financial year.
(iii) Was not required to post warrants to any member of the company as no
dividend was declare during the financial year.
(iv) Has no amount outstanding in unpaid dividend account, application
money due for refund, matured deposit, matured debentures and the interest
accrued thereon which have remained unclaimed or unpaid for a period of
(v) Has complied with the requirements of section 217 of the Act.
14. The board of directors of the company is duly constituted. There was
appointment of additional directors of the company. There was no
Appointment of Alternate Directors and Directors to fill casual vacancy
during the financial year.
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
17. The Company has obtained all necessary approvals, wherever necessary,
of the Central Government, Company Law Board, Regional Director, Registrar
or such other authorities as may be prescribed under the provisions of the
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 shares, debentures or other securities
during the financial year.
20. The company has not bought back any shares during the financial year.
21. The company has not issued any preference shares or debentures so
question of redemption of preference shares or debentures does not arise.
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
24. The amount borrowed by the Company from Directors, members, public,
financial institution, banks and others during the financial year ended
31st March, 2012 are within the borrowing limits of the Company as laid
down in Section of 293(1)(d) of the Act.
25. The company has not made any loan and advances to other bodies
corporate as prescribed under section 372A of the Companies Act, 1956.
26. The company has not altered the provisions of the memorandum with
respect to situation of the company's registered office during the year
27. The company has not altered the provisions of the memorandum with
respect to change of object of the company during the year under scrutiny.
28. The company has not altered the provisions of the memorandum with
respect to change of 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 with respect to
change of name of the company during the financial year.
31. As per information and explanations furnished to me that there was no
prosecution initiated against or show cause notices received by the company
and no fines or penalties or any other punishments 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 has not deducted any contribution towards provident fund
pursuant to section 418 of the companies act, 1956 during the financial
PLACE: BHILWARA Company Secretaries
DATE : 01.09.2012 C. P. NO.: 10640
ANNEXURE: 'A': SECRETARIAL COMPLIANCE CERTIFICATE
The Company has been maintaining the statutory records such as:
Sr. Under Name of the Register
1. 150 Register of Members
2. 193 Minutes Book of Annual General Meeting
3. 193 Minutes Book of Board Meeting
4. 209 Books of Accounts
5. 303 Register of Directors, Managing Director,
Manager & Secretary
6. 307 Register of Directors Shareholdings
MANAGEMENT DISCUSSION AND ANALYSIS
Annexure to Director's Report
The company is confident in spite of the possible recessionary conditions
in the industry it will perform better in view of the strong fundamentals
of the Indian companies and hope to improve its Turnover.
Internal Controls Systems and their adequacy:
The company has adequate internal control systems to ensure operational
efficiency, protection and conservation of resources, accuracy and
promptness in financial reporting and compliance of law and regulations.
The internal control system is supported by the internal audit process. The
Internal Auditor reviews and ensures that the audit observations are acted
upon. The Audit Committee of the Board reviews the Internal Audit reports
and the adequacy and effectiveness of internal controls.
The relationship with the employees continues to be cordial. The Company
recognizes the importance and contribution of its employees for its growth
and development and constantly endeavors to train nurture and groom its
people The Company puts emphasis on attracting and retaining the right
talent. The company places emphasis on training and development of
employees at all levels and has introduced methods and practices for Human
Statements in this Management Discussion and Analysis describing the
company's objectives, projections, estimates and expectations may be
forward looking statement within the meaning of applicable laws and
regulations. Actual results might differ materially from those either
expressed or implied.