Afcon Book.indd - Afcons Infrastructure Ltd.

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SSS ELECTRICALS (INDIA) PRIVATE LIMITEDDIRECTORS’ REPORTTO THE MEMBERS OFSSS ELECTRICALS (INDIA) PRIVATE LIMITEDMUMBAIYour Directors are pleased to present the Twenty-Fourth Annual Report of the Company together with the audited statements of Accounts for the year31 st March, 2010.1. BUSINESS REVIEWThe Company was successful in securing repeat orders from the existing clients and also obtained jobs from some new clients. The turnover increasedfrom Rs.20,758,043/- to Rs. 21,116,245/- and the Profit for the year is Rs.1,096,857/- The Company continues efforts to secure more jobs by making itsoffers more competitive without compromising with quality and its corporate policies.2. DIVIDENDIn order to plough back the profits for the growth, Directors have not proposed dividend for the financial year under review.3. Acquisition of 32000 Shares by AfconsDuring the year, the Company’s member, Afcons Infrastructure Limited who were holding 60% of the equity capital in the Company has on 30 th March 2010entered into Shares Sales & Purchase Agreement with Starkstrom-und Signal-Baugesellschaft GmbH., Germany for acquiring it’s 40% shareholdingi.e. 32000 equity shares in the Company for a total consideration of Rs.1,60,000/-. Pursuant to the said acquisition the Company became wholly ownedsubsidiary of Afcons Infrastructure Limited.4 . Change of Name of the CompanyThe Company is currently in the process of changing the name of SSS Electricals (India) Private Limited to Afcons Corrosion Protection Private Limited.5. DIRECTORSDuring the year Mr. Stephan Possekel and Mr. Hans Koch resigned as Directors of the Company w.e.f. 21 st April 2010. The Board wish to place itsappreciation of their valuable contribution to the growth and success of the Company.Mr. R. P. Nagar, Alternate Director to Mr. Stephan Possekel also ceased to be Alternate Director w.e.f. 21 st April 2010.Mr. R. Giridhar and Mr. R. P. Nagar were appointed as Directors in casual vacancy on 21 st April 2010 to fill the casual vacancy caused due to resignationof Mr. Stephan Possekel and Mr. Hans Koch respectively.Mr. R. Giridhar holds office upto the date of the ensuing Twenty Fourth Annual General Meeting of the Company being the date on which Mr. StephanPossekel would have retired by rotation. The Company has received notice from a member pursuant to section 257 of the Companies Act,1956proposing his candidature for the office of Director.Mr. A. H. Divanji retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.6. DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is herebyconfirmed that :(i)in the preparation of the annual accounts for the year ended 31 st March, 2010, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31 st March, 2010 and the profit and loss ofthe Company for the year ended on that date ;(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and(iv) the directors had prepared the annual accounts for the year ended 31 st March, 2010 on a going concern basis.7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:The information in accordance with the provision of section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in theReport of Board of Directors) Rules 1988,is as under:A. CONSERVATION OF ENERGYThe Company is rendering Cathodic/ Corrosion Protection services in which energy consumption is extremely insignificant.B. TECHNOLOGY ABSORPTIONThe Company as an ongoing process, always aims to update the technology with respect to the methods and designs for Cathodic/ corrosionProtection Systems.C. RESEARCH & DEVELOPMENTDevelopment of expertise for remote monitoring and control of CP systems, current mapping and direct current voltage gradient surveys andinvestigation and mitigation of EHV Transmission System Interferences for expansion of business activities.D. FUTURE PLAN OF ACTIONThe Company plans to computerise its operations to improve efficiency and business turnover. The Company continues to make efforts to developtechnology and relationships for the application of Cathodic Protection for RCC structures and other type of installations.E. FOREIGN EXCHANGE EARNINGS AND OUTGOEarnings : NilOutgo : Rs.6.24 Lacs8. PARTICULARS OF EMPLOYEESNone of the employees of the Company is covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees)Rules, 1975.9. AUDITORSMr.J.C.Bhatt, Chartered Accountant, the retiring Auditor at the ensuing Annual General Meeting, has converted its sole proprietary concern intoPartnership firm in the name of M/s.J.C.Bhatt & Associates, Chartered Accountants and is therefore not seeking reappointment at the ensuing AnnualGeneral Meeting.A special notice under section 225(1) read with section 190 of the Companies Act, 1956 has been received from a member of the Company, seeking theappointment of M/s.J.C.Bhatt & Associates ,Chartered Accountants in place Mr.J.C.Bhatt & Associates, Chartered Accountant, as Auditor of the Company.M/s.J.C.Bhatt & Associates,Chartered Accountants have confirmed that they are eligible for appointment in accordance with the provisions of Section224(1B) of the Companies Act, 1956.The Auditor shall hold office from the conclusion of the ensuing Annual General Meeting to the conclusion of the next Annual General Meeting on the termsand conditions to be mutually agreed upon between the Board of Directors of the Company and the Auditor.The Board of Directors therefore proposes the appointment of M/s.J.C.Bhatt & Associates, Chartered Accountants as Auditor of the Company.Regd. Office:“AFCONS HOUSE”16, Shah Industrial Estate,Veera Desai Road,Azadnagar P.O.,Andheri (W),Mumbai - 400 053.Dated: 17 th June, 201048For and on behalf of the BoardA.H.DIVANJIDIRECTOR
SSS ELECTRICALS (INDIA) PRIVATE LIMITEDAuditor’s ReportTo the Members ofSSS Electricals (India) Private Ltd.1. I have audited the attached Balance Sheet of SSS Electricals (India) Private Limited as at March 31, 2010, the Profit and Loss Account andthe Cash flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company’smanagement. My responsibility is to express an opinion on these financial statements based on my audit.2. I have conducted my audit in accordance with the auditing standards generally accepted in India. These standards require that I planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statementpresentation. I believe that my audit provides a reasonable basis for my opinion.3. As required by clause 1(2) (iv) of the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report)(Amendment) Order, 2004 (together the ‘Order’) issued by the Central Government of India in terms of sub-section (4A) of section 227 of theCompanies Act, 1956, I enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.4. Further to my comments in the Annexure referred to in para 3 above, I report that:i) I have obtained all information and explanations, which to the best of my knowledge and belief were necessary for the purposes of theaudit;ii) In my opinion, proper books of accounts as required by law have been kept by the Company so far as appears from my examination ofthose books;iii) The Balance Sheet, Profit and Loss Account and Cash flow Statement dealt with by this report are in agreement with the books of account;iv) In my opinion, the Balance Sheet, Profit and Loss Account and Cash flow Statement dealt with by this report comply with the accountingstandards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;v) On the basis of written representations received from the directors of the Company as at March 31, 2010 and taken on record by theBoard of Directors, I report that, none of the directors is disqualified as on March 31, 2010 from being appointed as director in terms ofclause (g) of sub-section (1) of section 274 of the Companies Act, 1956;vi) In my opinion, and to the best of my information and according to the explanations given to me, the said accounts read together withthe notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:a. in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2010;b. in the case of the Profit and Loss Account, of the profit for the year ended on that date andc. in the case of the Cash flow Statement, of the cash flows for the year ended on that date.Place: MumbaiDate: 17 th June, 2010J.C.BhattChartered AccountantAnnexure referred to in paragraph 3 of the audit report of even date to the members of SSS Electricals (India) Private Limited on theaccounts for the year ended March 31, 2010.1. Fixed Assets:The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.As explained, the management during the year has physically verified a major portion of the fixed assets. In my opinion, the frequency ofverification of the fixed assets by the management is reasonable having regard to the size of the Company and nature of its business. Nomaterial discrepancies were noticed on such verification.In my opinion and according to the information and explanations given to me, no substantial part of fixed assets is sold by the Company andthere fore do not affect the going concern assumption.2. Inventory:As per the information and explanations provided;a. the inventories have been physically verified at the end of the year by the management, and in my opinion, the frequency ofverification is reasonable.b. the procedures of physical verification followed by the management are reasonable and adequate in relation to the size of thecompany and the nature of its business.c. the company is maintaining proper records of inventory and the material discrepancies noted or reported have been properly dealtwith in the books of accounts3. Loans and Advances:a. As per the information and explanations given to me, the Company has not granted any loan, secured or unsecured, to companies,firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956.b. As per the information and explanations given to me, the Company has not taken any loan secured or unsecured from companies, firmsor other parties covered in the Register maintained under section 301 of the Companies Act, 1956.4. Internal Control System:In my opinion, and according to the information and explanations given, there is an adequate internal control system commensurate with thesize of the Company and the nature of its business, for the purchase of fixed assets and for the sale of goods and services. During the courseof audit, I have not observed any continuing failure to correct major weaknesses in the internal control system.49
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