DIRECTORS' REPORT OF THE MEMBERS To, The Members of the Company, Your Directors have pleasure in presenting before you the 19TH Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013. FINANCIAL & OPERATIONAL HIGHLIGHTS Because of persistent recession prevailing in the Economy in general , your company could not made any turn around and therefore witnessed the depressive operations during the year under review. DIVIDEND The Board of Directors of the Company has not declared any dividend for 2012-2013. FIXED DEPOSITS The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under. SSI DUES The Company has no dues outstanding for more than 30 days to any small scale undertaking. AUDIT COMMITTEE The Company has formed an Audit committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement. DIRECTORS During the year under review, JIMMY S ASIJA will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.. AUDITORS M/s S. CHANDULAL & CO., Chartered Accountants, Mumbai have given their consent for re-appointment of Auditors of the Company. PARTICULARS OF EMPLOYEES There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended up to date. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO. The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the financial activities. During the year under review the Company has no foreign exchange earnings and outgo. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm : (a) that in the preparation of annual accounts, the applicable accounting standards have been followed; (b) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 the financial year and of the profit of the Company for that period; (c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) that the Directors have prepared the Annual Accounts on a going concern basis. CORPORATE GOVERNANCE AND COMPLIANCE A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report. The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49. ACKNOWLEDGEMENT Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, Officers and other employees of the Company throughout the year. By order of the Board For LIVERPOOL FINANCE LTD. Sd/- JIGAR M SHAH CHAIRMAN Place : AHMEDABAD Date : 03/09/2013 |