UV BOARDS LIMITED ... UV Boards Limited 7 Except Mr. Sivasubramanian Ramamoorthy, none of the Directors

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  • UV BOARDS LIMITED (Formerly known as: Paro Leasing & Finance Limited)

    2010-11

    23rd Annual Report

  • UV Boards Limited

    3

    CONTENTS

    Page No. Notice………………………………………………………....................... 05 - 09

    Directors’ Report……………………………………………................... 10 - 14

    Corporate Governance Report……………………………................... 15 - 20

    Auditors’ Report………………………………………………….............. 21 - 23

    Balance Sheet…………………………………………………….............. 24

    Profit & Loss Account…………………………………….…………........ 25

    Cash Flow Statement……………………………………………….......... 26

    Balance Sheet and Profit & Loss Schedules…………………........... 27 - 30

    Significent Accounting Policies............................…………........... 31 - 35

    Balance Sheet Abstract & Companies

    General Business Profile…………………………………………........... 36

  • 23rd Annual Report 2011

    4

    BOARD OF DIRECTORS

    Mr. N. Iyyappan Whole time Director

    Mr. P.K.Panda Director

    Mr. K.Ramadasan Director

    Mr. Sivasubramanian R. Director

    Mr. B.L. Bengani Additional Director

    COMPANY SECRETARY: Mr. K.C. Mohanta

    BANKERS: Indian Overseas Bank

    Lawspet Branch, Puducherry

    AUDITORS: M/s.C.Ramasamy & B.Srinivasan

    Chartered Accountants

    No. 37, Alagiri Nagar, IInd Street,

    Vadapalani, Chennai- 600026

    REGISTERED OFFICE 1/138, Ellamman Koil Street,

    & FACTORY: Athipedu Village, Azhinjivakkam,

    P.O.Sholavaram, Chennai-600067.

    Ph: (044) 27984127,

    Fax : (044) 27984678.

    Email: uvboards@vsnl.net

    REGISTRAR Cameo Corporate Services Limited

    & TRANSFER AGENT: Subramanian Building, No. 1,

    Club House Road, Chennai-600002

    Phone : (044) 28460390.

  • UV Boards Limited

    5

    NOTICE

    NOTICE is hereby given that the 23rd Annual General Meeting of the members of the Company will be held at the Registered Office of the Company at 1/138, Ellamman Koil Street, Athipedu village, Azhinjivakkam P.O., Sholavaram, Chennai-600067 on Friday the 19th August 2011 at 10.00 A.M. to transact the following business:

    ORDINARY BUSINESS

    1. To receive, consider and adopt the Balance Sheet as at 31st March 2011, the Profit & Loss Account for the year ended on that date and the reports of the Board of Directors’ and Auditors’ thereon.

    2. To appoint Director in place of Mr. Sivasubramanian Ramamoorthy who retires by rotation, and being eligible, offers himself for re-appointment.

    3. To appoint Auditors and to fix their remuneration. In this connection, to consider and, if thought fit to pass with or with out modification the following resolution as an ordinary resolution.

    “RESOLVED THAT M/s. C. Ramasamy & B. Srinivasan, Chartered accountants, be and are hereby appointed as the Auditors of the company to hold office from the conclusion of this meeting to the conclusion of next Annual General Meeting.”

    “RESOLVED FURTHER that the Board of Directors of the company be and is hereby authorized to fix the remuneration and other terms and conditions for appointment of Auditors.”

    SPECIAL BUSINESS

    4. To consider and, if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution:-

    “RESOLVED THAT Mr. B.L. Bengani who was appointed as an Additional Director by the Board at its meeting held on 30.11.2010 pursuant to the provisions of section – 260 of the Companies Act, 1956 and Article – 96 of the Articles of Association of the Company to hold office up to the conclusion of this meeting, in respect of whom the Company has received a notice under section – 257 of the Companies Act, 1956 and who is eligible for appointment as a Director of the Company be and is hereby appointment as a Director liable to retire by rotation”.

    5. To consider and, if thought fit, to pass with or without modification(s), the following as an Special Resolution:-

    “RESOLVED THAT pursuant to the provisions of section 198, 269,309 and 310 and other applicable provisions, if any, of the Companies Act,1956 including any statutory modifications or re-enactment thereof and subject to the provisions of Schedule XIII of the Companies Act, 1956 and as approved by the Remuneration Committee consent be and is hereby accorded for the re-appointment of Mr. N.Iyyappan as the Whole Time Director of the Company at a remuneration of Rs. 50,000/- p.m. and other benefits as per the rules and regulations of the Company for a term of 3 years with effect from 1st August 2011 to 31st July 2014, not liable to retire by rotation.

    FURTHER RESOLVED THAT consent be and is hereby accorded to the Board to revise the remuneration and other benefits from time to time subject to the provision of Schedule and other applicable provisions of the Companies Act,1956".

  • 23rd Annual Report 2011

    6

    NOTES

    1. A member entitled to attend and vote at the above meeting is entitled to appoint a

    proxy to attend and vote instead of himself and a proxy need not be a member of the

    company.

    2. Proxy forms in order to be effective should be lodged with the company at the Registered

    Office not less than 48 hours before the meeting.

    3. The Register of Members and Share Transfer Books shall remain closed from 11th August

    2011 to 19th August 2011 (both days inclusive) for the purpose of annual general meeting.

    4. Members are requested to notify immediately of any change in their address to the

    Company at it’s Registered Office for updating the Records.

    5. Members having any specific query on the financial statements of the Company are

    requested to mail their queries directly to the Company.

    6. As per the MCA circular No. 18/2011 dated 29.04.2011, The Ministry of Corporate

    Affairs has taken Green Initiative in Corporate Governance – by allowing paperless

    compliances by companies. As per the said circular, companies are permitted to

    send the annual reports to the members through electronic mode. Hence, members

    are requested to update their e-mail id and changes therein from time to time

    with RTA and the Company at info@uvboards.in.

    7. As required under Clause – 49 IV G of the listing agreements (relating to Corporate

    Governance) with Stock Exchanges, given below the Details of Directors who are proposed

    to be appointed/ re-appointed.

    Mr. Sivasubramnian Ramamoorthy

    Mr. Sivasubramanian Ramamoorthy aged about 47 years is a science graduate and

    fellow member of The ICAI, ICSI and ICWAI. He is having more than 15 years of rich

    experience in the field of finance, accounts and various corporate and allied laws.

    Presently he is practicing as a Chartered Accountant and having his own C.A. Firm in

    Chennai.

    6. To consider and, if thought fit, to pass with or without modification(s), the following as an Special Resolution:-

    “RESOLVED THAT, pursuant to the provisions of section 314(1) of the Companies Act, 1956, including any statutory modifications or re-enactment thereof, the Company hereby consent to Mrs. Priyanka Bengani, daughter of Mr. B.L.Bengani, Director of the Company, to continue to hold an office of profit in the Company in the grade of Executive assistant, with effect from 01.04.2011, with a consolidated salary of Rs.25000/- p.m.

    RESOLVED FURTHER THAT consent be and is hereby accorded to the Board to revise the same from time to time subject to the provision of section 314(1) of the Companies Act,1956 including any statutory modifications or re-enactment thereof”.

    By order of the Board

    Place: Chennai K.C.Mohanta

    Date: 30.05.2011 Company Secretary.

  • UV Boards Limited

    7

    Except Mr. Sivasubramanian Ramamoorthy, none of the Directors of the company

    may be deemed to be concerned or interested in this.

    Mr. Sivasubramanian Ramamoorthy does not hold any share in the company as per

    the information furnished by him.

    EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES

    ACT,1956

    Item No.4

    Mr. B.L.Bengani was appointed as an Additional Director of the Company on 30th

    November, 2010 pursuant to the provisions of section 260 of the Companies Act, 1956

    and Article-96 of Articles of association of the Company. During the tenure of his

    service your Directors have experienced his valuable contributions towards the

    Company. Mr. B.L.Bengani holds office up to the date of ensuing Annual General

    Meeting.

    A notice has been received from a member as required under section-257 of the

    Companies Act, 1956 signifying his intention to propose the Candidature of Mr.

    B.L.Bengani to hold office of a Director.

    Considering the Back ground, competency, wide experience of Mr. B.L.Bengani your

    Directors consider it to in the best interest of the Company to appoint him as a Director,

    liable to retire by Rotation as per the provisions of the Companies Act, 1956.

    The Directors recommend the resolution for acceptance by the Members.

    Except Mr. B.L.Bengani none of the Directors of the Company is concerned or inte