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Sonell Clocks & Gifts Ltd.

BSE: 531751 Sector: Others
NSE: N.A. ISIN Code: INE086P01019
BSE 05:30 | 01 Jan Sonell Clocks & Gifts Ltd
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Sonell Clocks & Gifts Ltd. (SONELLCLOCKS) - Director Report

Company director report

SONELL CLOCKS AND GIFTS LIMITED ANNUAL REPORT 2011-2012 DIRECTOR'S REPORT To, The Members of, SONELL CLOCKS AND GIFTS LIMITED. Yours Directors have pleasures in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31 March, 2012. FINANCIAL RESULTS: 31.03.2012 31.03.2011 Total Income 2,16,339 1,46,546 Total Expenditure 5,73,969 49,584 PROFIT/(LOSS) BEFORE TAX (3,57,630) 96,962 Less: Income Tax Nil Nil PROFIT/(LOSS) AFTER TAX (3,57,630) 96,962 Profit/(Loss) brought forward (5,88,85,809) (5,89,82,771) from earlier years PROFIT/(LOSS) CARRIED TO BALANCE SHEET: (5,92,43,439) (5,88,85,809) DIVIDEND: In view of the loss during the year under review, your Directors do not recommend any dividend for the year. DIRECTORS' RESPONSIBILITY STATEMENT: Your Directors confirm that: 1. In preparation of Annual Accounts, the applicable accounting standards have been followed, alongwith proper explanation relating to the material departures, if any. 2. The Directors have selected such accounting policies and applied them consistently and made judgment 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 financial year ended 31st March, 2012 and of the Loss of the Company for that year. 3. 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; and 4. The Directors have prepared the annual accounts on a going concern basis. DIRECTOR: Mr. Harshadrai H. Shah and Mr. Manibhadra R. Shah, Director of yours Company retires by rotation and being eligible offer himself for re- appointment. PUBLIC DEPOSITS: The Company has not accepted the deposits from the public. AUDITORS: The present Statutory Auditors M/s B.R. Dalal & Co Chartered Accountants of the Company retires at ensuing Annual General Meeting and being eligible offer themselves for re-appointment. AUDITORS' REPORT: The Observation made in the Auditors' Report are self explanatory and therefore do not call for any further comments on the Auditors Report under section 217 of the Companies Act, 1956. CORPORATE GOVERNANCE: A report on the Corporate Governance is annexed hereto and forms part of this Report. A certificate from the Auditor of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report. AUDIT COMMITTEE: The Audit Committee of the Company presently consists of Mr. Harshadrai H. Shah, Mr. Joseph S. Fernandes and Mr. Sandeep Poddar. The Meetings of Audit Committee are held at regular intervals and internal control systems are reviewed from time to time. STATUTORY INFORMATION ABOUT EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO: The Company had no employees covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Since the Company is not having any manufacturing activities, Directors have nothing to report on conservation of Energy, Research & Development and Technology Absorption. During the year, Foreign Exchange earning was Nil and outgo was Nil. ACKNOWLEDGEMENT: Yours Directors would like to thank its Bankers and shareholders of the Company for the unstined support from them during the year. Yours Directors would like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company. For and on behalf of the Board of Directors Sd/- Sd/- DIRECTOR DIRECTOR Place: Mumbai Date : 25th August, 2012. MANAGEMENT DISCUSSION AND ANALYSIS Overall review, industry Structure and Developments: During the year, the Management has negotiated and settled with its Bankers-Indian Overseas Bank and obtained No Dues Certificate. However still the said Bank is yet to hand over the factory premises and its inventory. As the factory was, in the possession of the Bank, there were no commercial activities in the Company andflow with the possession of the premises from the Bank, the Management will get into its original business of Time pieces and Gift items. The Market is very wide and due to heavy population in India, the demand for the products and Gift Articles is very high. Opportunities and Threat: With the research and development in the quality and appearance of the products, one can not only retain its share in the market but also gets better margin as compared to other who deal in the repeat patterns and design. The taste of the market keeps of changing very fast and manufacturers as well as the trader has to be updates with the current trend in the market. Segment wise Performance: Presently the Company plans in only one segment Time pieces and Gift items. Future Outlook: The Management with further induction of capital and skilled workmen, plans to diversified into Imitation Jewellery and varied range of Gift Article where though working capital is high, but its circulation is very fast. Internal control System: The Company adequate internal control systems, which provide, among other things, reasonable assurance of recording the transaction of its operations in all material respects and provide protection against significance misuse of loss of Company's assets. Human relations: The Company believes that the manpower and business network consisting of human being is the primary and most valuable resources to the growth of organization. Your Company put all its efforts for sound and healthy human relation for development of trade and organization. Financial performance with respect to operational performance: During the year, the Management were successful in finalizing Negotiated Settlement with its Banker-Indian Overseas Bank and obtained No Dues Certificate. However the Company is yet to get the possession of the factory premises and its inventory which the Management is expecting in the current year and then the commercial operation will be resumed. For and on behalf of the Board of Directors Sd/- Sd/- DIRECTOR DIRECTOR Place: Mumbai Date : 25th August, 2012.