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WTC TRADES & PROJECTS PRIVATE LIMITED - Brigade Group

WTC TRADES & PROJECTS PRIVATE LIMITED - Brigade Group

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<strong>WTC</strong> <strong>TRADES</strong> & <strong>PROJECTS</strong> <strong>PRIVATE</strong> <strong>LIMITED</strong>Regd. Off.: <strong>Brigade</strong> Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56=================================================================================N O T I C ENotice is hereby given that the First Annual General Meeting of <strong>WTC</strong> Trades & Projects PrivateLimited will be held at Galaxy Club, <strong>Brigade</strong> Gateway, 26/1, Dr. Rajkumar Road, Malleshwaram-Rajajinagar, 560055 on Wednesday, 10 th August, 2011 at 5:30 p.m to transact the followingbusiness:ORIDNARY BUSINESS1. To receive, consider and adopt the Audited Balance Sheet and Audited Profit & LossAccount for the financial year ended 31 st March, 2011 and the reports of the Board ofDirectors and the Auditors thereon.2. To appoint Statutory Auditors of the Company for the period commencing from the conclusionof this Meeting until the conclusion of the next Annual General Meeting and to fix theirremuneration3. Any other subjects with the permission of the Chair.SPECIAL BUSINESS4. To consider and if thought fit, to pass with or without modification, the following resolutionas an Ordinary resolution:"RESOLVED THAT Mr. M.R Jaishankar who was appointed an additional director of theCompany by the Board of Directors and who ceases to hold office under section 260 of theCompanies Act, 1956, and in respect of whom notice under Section 257 of the Companies Act,1956 has been received from a member signifying his intention to propose Mr. M.R Jaishankaras a candidate for the office of Director of the Company be and is hereby appointed as aDirector of the Company, liable to retire by rotation.”5. To consider and if thought fit, to pass with or without modification, the following resolutionas an Ordinary resolution:"RESOLVED THAT Ms. Nirupa Shankar who was appointed an additional director of the Companyby the Board of Directors and who ceases to hold office under section 260 of the CompaniesAct, 1956, and in respect of whom notice under Section 257 of the Companies Act, 1956 hasbeen received from a member signifying her intention to propose Ms. Nirupa Shankar as acandidate for the office of Director of the Company be and is hereby appointed as a Director ofthe Company, liable to retire by rotation.”


<strong>WTC</strong> <strong>TRADES</strong> & <strong>PROJECTS</strong> <strong>PRIVATE</strong> <strong>LIMITED</strong>Regd. Off.: <strong>Brigade</strong> Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56=================================================================================6. To consider and if thought fit, to pass with or without modification, the following resolutionas an Ordinary resolution:"RESOLVED THAT Mr. P.Balaram Menon who was appointed an additional director of theCompany by the Board of Directors and who ceases to hold office under section 260 of theCompanies Act, 1956, and in respect of whom notice under Section 257 of the Companies Act,1956 has been received from a member signifying his intention to propose Mr. P.Balaram Menonas a candidate for the office of Director of the Company be and is hereby appointed as aDirector of the Company, liable to retire by rotation.”NOTES:a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINTA PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF ANDTHE PROXY NEED NOT BE A MEMBER.b) Proxies in order to be effective must be received at the Registered Office of theCompany not less than forty eight hours before this Annual General Meeting.c) Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating toSpecial Business to be transacted at the meeting is annexed hereto and forms part of theNotice.By order of the Board of Directorsfor <strong>WTC</strong> Trades & Projects Private LimitedSd/-BangaloreM. R. Jaishankar20 th April, 2011 Director


<strong>WTC</strong> <strong>TRADES</strong> & <strong>PROJECTS</strong> <strong>PRIVATE</strong> <strong>LIMITED</strong>Regd. Off.: <strong>Brigade</strong> Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56=================================================================================Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956ITEM NOS. 4, 5 & 6Mr. M.R Jaishankar, Ms. Nirupa Shankar and Mr. P.Balaram Menon who was appointed as anAdditional Directors of the company pursuant to Section 260 of the Companies act, 1956 read withArticle 26 of the Articles of Association of the company, by the Board of Directors and accordinglythey holds office up to the date of this Annual General meeting. The Company has received anotices from a member along with a deposit of Rs. 500/- proposing the candidature of Mr. M.RJaishankar, Ms. Nirupa Shankar and Mr. P.Balaram Menon to the office of directors pursuant tosection 257 of the Companies Act, 1956. Approval of the shareholders is sought for theirappointment as a director liable to retire by rotation. .Mr. M. R. Jaishankar, Ms. Nirupa Shankar and P. Balaram Menon are concerned or interested in theresolution relating to their respective appointmentDirectors recommend the passing of these resolutions as ordinary resolutions.By order of the Board of Directorsfor <strong>WTC</strong> Trades & Projects Private LimitedSd/-BangaloreM. R. Jaishankar20 th April, 2011 Director


<strong>WTC</strong> <strong>TRADES</strong> & <strong>PROJECTS</strong> <strong>PRIVATE</strong> <strong>LIMITED</strong>Regd. Off.: <strong>Brigade</strong> Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56============================================================================DIRECTOR’S REPORTToThe Members,Your Directors have pleasure in presenting the First Annual Report of the Company, alongwith the Audited Statement of Accounts, for the year ended 31 st March, 2011.1. FINANCIAL HIGHLIGHTSThe financial highlights of the Company for the year ended 31st March, 2011 is asfollows:(Amount in Rupees)Particulars 2010-11Income -Expenditure 22,78,930Profit before tax (22,78,930)Provision for :Current Tax-DeferredNet Profit after Tax (22,78,930)Balance in Profit & Loss Account brought forward (480)from previous yearBalance carried to Balance Sheet (22,79,410)2. DIVIDENDThere is no dividend recommended by the directors as the Company is in the processof being operational.3. OPERATIONS DURING THE YEARDuring the year the Management and Shareholding of the Company has beenfully acquired by <strong>Brigade</strong> Enterprises Limited. BY virtue of this change theCompany has become a wholly owned subsidiary of <strong>Brigade</strong> Enterprises Limited.The Registered office of the Company was shifted from the State of Kerala tothe State of Karnataka with the approval of Company Law Board, Chennai Bench,Chennai. The new registered office address is as follows:<strong>Brigade</strong> Gateway,26/1, Dr. Rajkumar Road,- 1 -


<strong>WTC</strong> <strong>TRADES</strong> & <strong>PROJECTS</strong> <strong>PRIVATE</strong> <strong>LIMITED</strong>Regd. Off.: <strong>Brigade</strong> Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56============================================================================Malleshwaram – Rajajinagar,Bangalore- 560 055,4. SHARE CAPITALDuring the year Authorised Share Capital of the Company was increased fromRs. 1,00,000 (Rupees One Lakh) to Rs. 1,00,00,000 (Rupee One crore) which wasapproved shareholders in the Extra Ordinary General Meeting held on13 th December, 2010.There is no change in paid up Capital of the Company5. DIRECTORSMr. M.R Jaishankar, Ms. Nirupa Shankar and Mr. P.Balaram Menon have beeninducted as additional directors of the Company during the year. They will holdoffice till the date of the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment.Mr. Kakkanattil Mayankutty Ibrahim Mather and Mr. Kakkanattil IbrahimkuttyMohamed Raffi Mather, Directors of the Company resigned from the directorshipof the Company with effect from 21 st July, 2010Mr. Narayana Kurup Asokan, Director of the Company resigned from thedirectorship of the Company with effect from 22 nd July, 2010.Board placed in record the appreciation of the services rendered by the directorswho have resigned from the Board.Board places on record the appreciation for their contribution during their tenure.Mr. P. Balaram Menon has been appointed as Managing Director of the Company w.e.f1 st November, 2010 for a term of three years.None of the Directors of the Company are disqualified under Section 274(1)(g) ofthe Companies Act, 1956.6. DIRECTORS’ RESPONSIBILITY STATEMENTAs stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directorsconfirm as under:-- 2 -


<strong>WTC</strong> <strong>TRADES</strong> & <strong>PROJECTS</strong> <strong>PRIVATE</strong> <strong>LIMITED</strong>Regd. Off.: <strong>Brigade</strong> Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56============================================================================a) That in the preparation of the Annual Accounts, the applicable AccountingStandards have been followed along with the proper explanation relating tomaterial departures.b) That the Directors had selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the Profit and Loss of theCompany for that period.c) That the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.d) That the Directors had prepared the annual accounts on a going concernbasis.7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGOThe utilization of energy is minimal and need based. At work place, emphasis is moreon installation of energy efficient lights and using natural light to a maximum extent.Further during the year under review, the Company has neither earned nor used anyforeign exchange.8. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)There are no employees in the Company who are in receipt of remuneration in excessof the limits prescribed in section 217(2A) of the Companies Act, 1956 during theyear under review.9. AUDITORSM/s Menon & Menon, Chartered Accountants, resigned as Statutory Auditors of theCompany during the year due to their preoccupation.M/s. B. K. Ramadhyani & Co., Chartered Accountants, were appointed as StatutoryAuditors of the Company to fill up the casual vacancy referred above. They willhold office till the date of the ensuing Annual General meeting and being eligiblehave offered themselves for re-appointment.- 3 -


<strong>WTC</strong> <strong>TRADES</strong> & <strong>PROJECTS</strong> <strong>PRIVATE</strong> <strong>LIMITED</strong>Regd. Off.: <strong>Brigade</strong> Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56============================================================================M/s. B. K. Ramadhyani & Co., Chartered Accountants have confirmed that theappointment, if made, will be in accordance with the limits prescribed under Section224(1B) of the Companies Act, 1956.10. ACKNOWLEDGEMENTYour Board of Directors would like to express its appreciation to the stakeholdersfor their support and continued patronage. The Directors are also grateful for theco-operation of the Regulatory Authorities.The Board further wishes to record their sincere appreciation to the efforts madeby the employees of the Company.for and on behalf of the BoardSd/M.R. JaishankarDirectorSd/-P.Balaram MenonDirectorPlace : BangaloreDate : 20 th April, 2011- 4 -

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