Afcon Book.indd - Afcons Infrastructure Ltd.

AFCONS OFFSHORE AND MARINE SERVICES PRIVATE LIMITEDDIRECTORS’ REPORTTo the Members ofAfcons Offshore and Marine Services Private LimitedMumbaiYour Directors have pleasure in presenting the Twenty-Sixth Annual Report and the Audited Statement of accounts for the year ended31 st March 2010.1. BUSINESS OPERATIONSDuring the year under review, the income was Rs.1,58,938/- . After meeting the office expenses and other related expenses, the profitduring the year was Rs.79,446/- .2. DIRECTORSi) Mr. P.R. Rajendran retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.ii) Mr.M.Jayram who was appointed on 24th June 2009 as Director in causal vacancy caused by the resignation of Mr.A.H.Divanji, retires at theconclusion of the ensuing Annual General Meeting of the Company.The Company has received a notice from a member pursuant to Section257 of the Companies Act,1956 proposing his candidature for the office of Director.3. DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it ishereby confirmed 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 arereasonable and 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 theprofit and loss of the 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; andiv) the Directors had prepared the annual accounts for the financial year ended 31 st March, 2010 on a going concern basis.4. SECRETARIAL COMPLIANCE CERTIFICATEThe Compliance Certificate received in accordance with the provision of section 383A read with the Companies (Compliance Certificate) Rule,2001 being annexed to the Directors’ report. The said Compliance Certificate is self explanatory and needs no comments.The Board of Directors of the Company has appointed M/s. Anant B. Khamankar & Co., Company Secretaries for issuance of ComplianceCertificate in terms of provision of section 383A (1) of the Companies Act,1956 and to hold the office until the conclusion of the forthcomingAnnual General Meeting on such remuneration as may be determined by the Board and agreeable to them.Your directors recommend to re-appoint them for the abovesaid work and to hold office till the date of the next Annual General Meeting.5. 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 ofParticulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchangeearnings and outgo does not apply to the Company.6. PARTICLUARS OF EMPLOYEENone of the employees of the Company is covered under section 217(2A) of the Companies Act 1956 read with Companies (Particulars ofEmployees) Rules 1975.7. 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 ensuingAnnual General 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 the appointment of M/s.J.C.Bhatt & Associates, Chartered Accountants in place Mr.J.C.Bhatt, Chartered Accountant, as Auditor of theCompany.M/s.J.C.Bhatt & Associates, Chartered Accountants have confirmed that they are eligible for appointment in accordance with the provisions ofSection 224(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 GeneralMeeting on the terms and 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 theCompany.Regd. Office:“Afcons House”16, Shah Industrial Estate,Veera Desai Road,Azadnagar P.O.Andheri (W)Mumbai–400 053.By order of the BoardA.N.JangleDirectorDated: 17 th June, 201059