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2013-2014

Ujala Commercials Limited Annual Report

R E G D O F F : C - 5 A / 6 2 , J A N A K P U R , N E W D E L H I - 1 1 0 0 5 8

Ujala Commercials Limited CIN: L51909DL1985PLC021397 Address: C-5A/62, Janakpuri, New Delhi- 110058 Email id: [email protected] Tel. No.- 011-45502626 Annual Report-2013-2014

Annual Report 2013-2014

NOTICE

Notice is hereby given that the Annual General Meeting of the Company shall be held on

Tuesday, the 30th day of September, 2014 at 1500 Hours at its Registered Office at C-5A/62,

Janakpuri, New Delhi - 110 058, to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March

2014 and Profit & Loss Account of the Company for the period commencing from 1st April,

2013 to 31st March 2014 together with the Directors Report and Auditors Report thereon.

2. To consider and if thought fit, to pass with or without modifications, the following resolution

as an Ordinary Resolution:

“RESOLVED THAT the vacancy caused by the retirement by rotation of Mr. Virender Kumar

Jain, who has sought re-appointment, be not filled in at this Meeting or any adjournment thereof.

3. To appoint M/s PVR-N & Co. chartered Accountants, the Retiring Auditors of the company

to hold office from the conclusion of this meeting until the conclusion of next sixth Annual

General Meeting and to fix their remuneration.

“RESOLVED THAT pursuant to provisions of sections 139, 142 and other applicable

provisions, if any of the companies Act, 2013 M/s PVR-N & Co., Chartered Accountants,

(Regn. No. 004062N), be and is hereby reappointed as the Statutory Auditors of the

company, to hold office from the conclusion of this Annual General Meeting until the

conclusion of the next sixth Annual General Meeting subject to ratification by the

shareholders annually, on such remuneration as shall be fixed by the Board of Directors of

the Company.

Special Business:

4. FURTHER ISSUE OF EQUITY SHARES: To consider and if thought fit, to pass, with or

without any modification(s) as may deem fit the following as a Special Resolution:

“RESOLVED THAT pursuant to sections 42 & 62 and all other applicable provisions, if any,

of the Companies Act, 2013 and rule 14 of companies (Prospectus and allotment of

Securities) Rules, 2014(including any statutory modification thereto or re- enactment

thereof for the time being in force), Article of Association of the company, the Listing

Agreement entered into by the Company with the stock Exchanges where the securities of

the company are listed, and subject to the approval, consent, permission and/or sanction, as

may be required from the Central Government, Reserve Bank of India, SEBI and any other

appropriate authority, institution or Body and subject to such terms, conditions, alterations

corrections, changes, variations and/or modifications, if any, as may be prescribed by any or

more or all of them in granting such approval, consent, permission and/or sanction, the

consent of the Company be and is hereby given to the Board of Directors of the Company to



create, offer, issue and allot upto 20,00,000(Twenty Lacs) shares of Rs. 10/- each

considering the date thirty days prior to the date of this meeting as the Relevant Date as per

provision of Regulation 71 of chapter VII of SEBI (ICDR) Regulation, 2009 for preferential

Issue on such further terms and conditions including payment of monies as may be

approved or finalised by the Board of Directors.

a. Issue of upto 20,00,000 Equity Shares to the following Promoters Group & various Strategic

Investors of the Company:

S.No. Name of the proposed

allottees

Number of

Shares

1 Gajanand Gupta 1,00,000

2 Anita Gupta 1,00,000

3 Avinash Agarwal 1,00,000

4 Ritu Agarwal 1,00,000

5 Sadhu Ram Aggarwal 1,00,000

6 Rahul Aggarwal 1,00,000

7 Udit Aggarwal 1,00,000

8 Sadhu Ram Aggarwal &

Sons ( HUF)

1,00,000

9 Girdhari Lal 1,00,000

10 Sachin Gupta 1,00,000

11 Nisha Gupta 1,00,000

12 Ridhima Aggarwal 1,00,000

13 Manjula Aggarwal 1,00,000

14 Madan Lal Aggarwal 1,00,000

15 Meetu Gupta 1,00,000

16 Jitendra Gupta 1,00,000

17 Krishna Gupta 1,00,000

18 Joshika Saraf 1,00,000

19 Annika Saraf 1,00,000

20 Ashutosh Bansal 1,00,000

Sub- Total 20,00,000

RESOLVED FURTHER THAT for the purpose of giving effect to aforesaid special resolution

under Sections 42 & 62 of the Companies Act, 2013, the Board of Directors (which term shall

include any duly constituted and authorized committee thereof) of the Company be and is

hereby authorized to take such steps and to do all such other acts, deeds, matters and things

and accept my alteration(s) or amendments or correction(s) or modification(s) as it may

deem fit and appropriate and give such directions/ instructions as may be necessary to

settle any question, difficulty or doubt that may be arise in regard to offer, issue, allotment

of said equity shares in stock exchanges of India.



RESOLVED FURTHER THAT the Equity Shares to be issued and allotted shall rank pari

passu with the existing Equity Shares of the Company in all respects.

RESOLVED FURTHER THAT the Board be and is hereby authorised to accept any

modification in the proposal as may be required by the agencies involved in such issues but

subject to such conditions as the Stock Exchanges/SEBI/Central Government or such other

appropriate authority may impose at the time of their approval as agreed by the Board.

5. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY: To consider and if

thought fit, to pass, with or without any modification(s) as may deem fit the following as a

Special Resolution:

RESOLVED THAT pursuant to the provision of section 61 and 64 and other applicable

provision, if any, of the Companies Act, 2013 (including any amendment thereto or re-

enactment thereof) and the rules framed there under, the Authorised Share Capital of the

Company be and is hereby authorised to be increased from Rs. 1,50,00,000/- (Rupees One

Crore Fifty Lakhs only) divided into Equity Shares 15,00,000 (Fifteen Lakhs only) each to Rs.

10/- to Rs. 3,50,00,000/- (Three Crore Fifty Lakhs) divided into 35,00,000/- (Thirty five

Lakhs) Equity Shares of Rs. 10/- each ranking pari passu in all respect with the existing

Equity Shares.

Alteration of Capital Clause in the Memorandum of Association:

To Consider and, if thought fit, to pass with or without modification the following resolution

as a Special Resolution:

RESOLVED THAT pursuant to the provision of Section 13 and 61 and other applicable

provision of the Companies Act, 2013 (including any amendment thereto or re-enactment

thereof) and the rules framed there under the consent of members be and is hereby accorded

for substitution Clause V of the Memorandum of Association of the Company with the

following clause: The authorised Share Capital of the Company is Rs. ,5 , , /- (Rupees Three Crore Fifty

Lakhs only) divided into 35,00,000 (Thirty Five Lacs only) Equity Shares of face value of Rs.

10/- Rupees Ten only each.

Alteration of Capital Clause in the Articles of Association:

To Consider and, if thought fit, to pass with or without modification the following resolution

as a Special Resolution:

RESOLVED THAT pursuant to the provision of Section 14 and 61 and other applicable

provision of the Companies Act, 2013 (including any amendment thereto or re-enactment

thereof) and the rules framed there under the consent of members be and is hereby accorded

for substitution Clause 3 of the Articles of Association of the Company with the following

clause:



The authorised Share Capital of the Company is Rs. ,5 , , /- (Rupees Three Crore Fifty

Lakhs only) divided into 35,00,000 (Thirty Five Lacs only) Equity Shares of face value of Rs.

10/- Rupees Ten only each.

6. To Consider and, if thought fit, to pass with or without modification the following

resolution as a Special Resolution:

RESOLVED THAT pursuant to the provision of Section 5 read with Section 14 of the Companies Act, ACT and all other applicable provisions, if any, of the Act or any other law for the time being in force (including any statutory modification or amendment

thereto or re-enactment thereof), the approval of the members be and is hereby accorded for

adoption of new set of Articles of Association of the Company, as available for inspection in

the Registered office of the Company, in substitution for, and to exclusion of, the existing

Articles of Association of the Company.

RESOLVED FURTHER THAT the board of the Company, be and is hereby authorised to do

all such acts, deeds and things as may be deemed necessary to give effect to the aforesaid resolution s

By Order of the Board

For Ujala Commercials Limited

Sd/-

Place: New Delhi Virender Kumar Jain

Date: 26th August, 2014 Director

R.O.: C-5A/62, Janakpuri,

New Delhi - 110 058

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE

PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM IN ORDER TO BE

EFFECTIVE MUST BE DEPOSITED WITH THE COMPANY NOT LESS THAN 48 HOURS

BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETING.

2. Corporate Members intending to send their Authorized Representatives are requested to

send a duly certified copy of the Board Resolution authorizing the representatives to attend

and vote at the General Meeting.

3. Members/ Proxies are requested to bring their attendance slips duly filled in and signed as

per the specimen signature recorded with the company for attending the meeting along with

Annual Report already circulated to them.



4. The Copies of Memorandum and Article of Association of the Company, and all other

documents referred in the Notice etc., shall be open for the inspection at the Registered Office

of the Company on any working day between 11.00 a.m. and 2.00 p.m. upto the date of Annual

General Meeting and also at the venue of Meeting during the meeting.

5. In case of Joint holders attending the meeting, only such joint holder who is higher in the

order of names will be entitled to vote.

6. The Register of Directors and their shareholding, maintained under Section 170 of the

Companies Act, 2013 will be available for inspection by the members at the Annual General

Meeting of the Company. The Register of Contracts or Arrangements in which the Directors

are interested, maintained under Section 189 of the Companies Act, 2013 will be available

for inspection by the Members at the Annual General Meeting of the Company.

7. Annual Report has been sent to all members and members are requested to bring their copy

to the meeting along with duly filled attendance slip (to be handed over at the entrance).

8. Members are requested to notify any change in their address, if any to the Registrar & Share

Transfer Agent of the company- M/s Beetal Financial Computer Services Private Limited,

Beetal House 99, Madangir, III Floor, New Delhi-110062 in respect of the Physical Shares and

to the Depository Participant in respect of the Shares held in Demat form.

9. In accordance with the provisions of Section 72 of the Companies Act, 2013, members are

entitled to make nominations in respect of the Equity Shares held by them, in physical form.

Members desirous of making nominations may procure the prescribed form from the

Registrar & Share Transfer Agents, M/s. Beetal Financial Computer Services Private Limited

and have it duly filled and sent back to them.

10. The Register of Members and the Share Transfer Books of the Company will remain closed

from 25th September, 2014 to 30th September, 2014 (Both days inclusive).

11. Voting through electronic means:

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the

Companies (Management and Administration) Rules, 2014, the Company is pleased to

provide its members the facility to exercise their right to vote at the Annual General Meeting

(AGM) by electronic means and the business may be transacted through e-Voting Services

provided by Central Depository Services (India) Limited (CDSL):

The instructions for members for voting electronically are as under:-

The voting period begins on September 23, 2014 (9:00 am) and ends on September 24,

2014 (6:00 pm).During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of August 29,

2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL

for voting thereafter.

The shareholders should log on to the e-voting website www.evotingindia.com

http://www.evotingindia.com/



Click on Shareholders tab. Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered

with the Company.

Next enter the Image Verification as displayed and Click on Login.

If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used.

If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax

Department (Applicable for both demat shareholders as well as

physical shareholders)

Members who have not updated their PAN with the

Company/Depository Participant are requested to use the first two

letters of their name and the 8 digits of the folio number/member

ID in the PAN Field.

In case the folio number/member ID is less than 8 digits enter the applicable number of s before the number after the first two

characters of the name in CAPITAL letters. Eg. If your name is

Ramesh Kumar with folio number/member ID 1 then enter

RA00000001 in the PAN Field.

DOB Enter the Date of Birth as recorded in your demat account or in the

company records for the said demat account in dd/mm/yyyy format.

Dividend

Bank

Details

Enter the Dividend Bank Details as recorded in your demat account or in

the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If

the details are not recorded with the depository or company please

enter the member id / folio number in the Dividend Bank details

field.

After entering these details appropriately, click on SUBM)T tab. Members holding shares in physical form will then reach directly the Company selection screen. (owever, members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in

the new password field. Kindly note that this password is also to be used by the demat

holders for voting for resolutions of any other company on which they are eligible to vote,

provided that company opts for e-voting through CDSL platform. It is strongly

recommended not to share your password with any other person and take utmost care to

keep your password confidential.

For Members holding shares in physical form, the details can be used only for e-voting on

the resolutions contained in this Notice.




Click on the EVSN for the relevant <Ujala Commercials Limited> on which you choose to

vote.

On the voting page, you will see RESOLUT)ON DESCR)PT)ON and against the same the option YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the

Resolution.

Click on the RESOLUT)ONS F)LE L)NK if you wish to view the entire Resolution details. After selecting the resolution you have decided to vote on, click on SUBM)T . A confirmation box will be displayed. )f you wish to confirm your vote, click on OK , else to change your vote, click on CANCEL and accordingly modify your vote. Once you CONF)RM your vote on the resolution, you will not be allowed to modify your

vote.

You can also take out print of the voting done by you by clicking on Click here to print option on the Voting page.

If Demat account holder has forgotten the same password then enter the User ID and the

image verification code and click on Forgot Password & enter the details as prompted by

the system.

Note for Institutional Shareholders

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required

to log on to https://www.evotingindia.co.in and register themselves as Corporate.

A scanned copy of the Registration Form bearing the stamp and sign of the entity

should be emailed to [email protected].

After receiving the login details they have to create a compliance user, should be

created using the admin login and password. The Compliance user would be able

to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] and on

approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they

have issued in favour of the Custodian, if any, should be uploaded in PDF format in

the system for the scrutinizer to verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions FAQs and e-voting manual available at www.evotingindia.com under

help section or write an email to [email protected].

Mr. Abhishek Gupta, Practicing Company Secretary, has been appointed as the

Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

The Scrutinizer shall within a period not exceeding three(3) working days from the

conclusion of the e-voting period unblock the votes in the presence of at least two(2)

witnesses not in the employment of the Company and make a Scrutinizer s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company. The physical copies of the aforesaid documents will also be available at the Company s Registered Office for inspection during normal business hours on working days.

Even after registering for e-communication, members are entitled to receive such

communication in physical form, upon making a request for the same, by post free of cost.

For any communication, the members may also send requests to the Company s investor email id: [email protected].

https://www.evotingindia.co.in/

mailto:[email protected]






12. Members can choose only one of the two options, namely e-voting or voting through

physical assent/ dissent form. In case the votes are casted through both the formats, then

votes casted through e-voting shall stand cancelled and those votes casted through

physical assent/dissent form would be considered, subject to the assent/dissent from

being found to be valid.

13. The Results of e-voting, physical assent/dissent and poll, if any, shall be aggregated and

declared on or after the AGM of the Company by the Chairman or by any other person duly authorised in this regard. The Results declared along with the Scrutinizer s Report shall be placed on the website of CDSL within two (2) days of passing of the resolutions at

the AGM of the Company and communicated to the Stock Exchanges.

14. All documents referred to in the accompanying Notice and the Explanatory Statement

shall be open for inspection at the Registered Office of the Company on any working day

between 10:00 Hrs to 15:00 Hrs up to the date of Annual General Meeting and also at the

venue of Meeting.



Sd/-




New Delhi - 110 058



EXPLANATORY STATEMENT AS REQUIRED U/S 102 OF THE COMPANIES ACT, 2013

Item No. 4:

The Board of Directors on 26th August, 2014, subject to necessary approval(s), has approved the

proposal raising fund up to Rs. 2,00,00,000 (Rupees Twenty Crores only) by way of issue of

equity shares on preferential basis to mobilize funds for funding current/future expansion

plans/activities directly by the Company.

The information as required under Regulation 73 of the SEBI (ICDR) Regulation, 2009 for

Preferential Issues is as under:

a) Object of the issue: To mobilize funds for funding current/future expansion

plans/activities directly by the Company or through subsidiaries/joint venture

companies, potential acquisitions, working capital and general corporate purposes.

b) Intention of Directors to subscribe to the offer: Directors of the Company are not

intending to participate/subscribe to the present offer.

c) Shareholding Pattern before and after the issue of shares involved in the present

resolution is as below:

S.No Category of Pre-issue Shareholding Post -issue Shareholding

Shareholder Number of shares % No. of

shares

%

(A)

Shareholding of

Promoter and Promoter

Group

1 Indian

(a)

Individuals/Hindu

Undivided Family

(b)

Central Government/ State

Government(s) - - - -

(c) Bodies Corporate - - - -

(d)

Financial Institutions/

Banks - - - -

Sub Total (A)(1)

2 Foreign

a

Individuals (Non-

Residents Individuals/

- - - - Foreign Individuals)

b Bodies Corporate - - - -

c Institutions - - - -



d Any Others(Specify) - - - -

Sub Total(A)(2) - - - -

Total Shareholding of

Promoter and Promoter

Group (A)= (A)(1)+(A)(2) -

(B) Public shareholding

B 1 Institutions

(a) Mutual Funds/ UTI - - - -

(b)

Financial Institutions /

Banks - - - -

(c)

Central Government/ State

Government(s) - - - -

(d) Venture Capital Funds - - - -

(e) Insurance Companies - - - -

(f)

Foreign Institutional

Investors - - - -

(g)

Foreign Venture Capital

Investors - - - -

Sub-Total (B)(1) - - - -

B 2 Non-institutions

(a) Bodies Corporate 845230 75.53 845230 27.10

(b) Individuals - - - -

I

i. Individual shareholders

holding nominal share

capital up to Rs 1 lakh

101270

9.05

2101270.00

67.37

II

ii. Individual shareholders

holding nominal share

capital in excess of Rs. 1

lakh.

172500

15.42

172500

5.53

Others - - - -

Sub-Total (B)(2) 1119000 100 3119000 100

(B) Total Public

Shareholding (B)=

(B)(1)+(B)(2) 1119000 100 3119000 100

TOTAL (A)+(B)

(C) Shares held by Custodians

and against which

Depository Receipts have

been issued - - - -



GRAND TOTAL (A)+(B)+(C) 1119000 100 3119000 100

d) The Company will complete the issue & allotment of Equity Shares within a period of 15

days from the date of passing of resolutions by the shareholders or when the allotment

on preferential basis require any approval by any regulatory authority like Stock

Exchange or Central Government or any statutory body, the allotment of shares will be

completed within 15 days from the date of such approvals.

e) Identity of proposed allottee(s), percentage of expanded capital to be held by them:

There will not be any change in the management control of the Company on account of this

proposed preferential allotment except minor change in the shareholding pattern as well as

voting rights.

f) Lock in Requirements: The shares to be allotted on preferential basis shall be subject to

lock-in as per applicable SEBI regulations in this regard.

g) Auditors’ Certificate: M/s PVR- N & Co., Charted Accountants, the Statutory Auditors of

the Company has certified that the preferential issue is being made in accordance with

the requirement contained in SEBI (ICDR) Regulations, 2009. A copy of the certificate is

kept for inspection at the Registered Office of the Company during the business hours.

h) Relevant Date: Relevant Date for the purpose is 31.08.2014 which is the date 30 days

prior to the date of AGM (being the day preceding the weekend/holiday) where this

resolution is being considered for approval.

i) Pricing & Undertaking to re-compute the price: Price is determined in terms of

Regulations 76 SEBI (ICDR) Regulations. Further, the Company undertakes to re-compute

the price of the equity shares, if at all required, in terms of the provision of these

regulations where it is required to do so.

j) Undertaking to put under lock-in till the re-computed price is paid: The Company

undertakes that if the amount payable on account of the re-computation of price if not

paid within the time stipulated in these regulations, the specified equity shares shall

continue to be lock-in till the time such amount is paid by the allottee(s).

Section 62 of the Companies Act, 2013 provides inter alia, that when it is proposed to increase

the issued capital of the Company by allotment of further shares, etc., such further shares shall

be offered to the existing shareholders of the Company in the manner laid down in the Section

unless the shareholders in the general meeting decides otherwise by passing a special

resolution. Therefore, consent of the shareholders by way of special resolutions is being sought

pursuant to the provision of Section 62 and all other applicable provisions of the Companies Act,

2013 and in terms of the provision of the SEBI (ICDR) Regulations 2009 and the listing

agreements executed by the Company with the Stock Exchanges where the Company s shares are listed.

The members are, therefore, requested to accord their approval authorising the Board to go for

the proposed private placement and/ or preferential issue as set out in the resolution.



None of the Directors, any other Key Managerial Person(s) of the Company and their relatives is,

in any way, concerned or interested in the said resolution.

Item No. 5:

The Authorised Share Capital of the Company as reflected in the Memorandum of Association

and Articles of Association as on date is Rs. 2,00,00,000/- ( Rupees Two Crore) divided into

20,00,000 ( Twenty Lacs) equity shares of face value of Rs.10/- (Rupees Ten) each. The Board of

Directors of the Company in their meeting held on 26.08.2014 subject to the approval and

consent resolved to offer equity shares. In view of the proposed issue, the Authorised share

Capital of the Company needs to be increased from Rs. 1,50,00,000to Rs. 3,50,00,000 by addition

of 20,00,000 equity shares of the face value of Rs. 10/-( Rupees Ten). Consequent to the

increase of Authorised Share Capital, the Authorised Share Capital Clause contained in Clause V

of the Memorandum of Association and Clause 3 of the Articles of Association of the Company

need to be altered as indicated in Resolution No. 5 respectively contained in the Notice.

Your Directors recommend the Resolutions set out at for the approval of the shareholders of the

Company.

None of the Directors, Key Managerial Personnel and Relatives of the Directors of the Company

is interested in the proposed Resolutions except as holders of shares in general.



DIRECTORS' REPORT

Dear Shareholders/ Members,

Your Directors have pleasure in presenting their Annual Report together with the Audited

Statement of Annual Accounts for the Financial Year ended as on 31st March 2014.

1. FINANCIAL RESULTS

(In Rs.)

Particulars 2013-2014 2012-13

Income 52,28,008.00 11,06,933.00

Less: Total Expenditure 8,52,872.94 7,65,958.31

Net Profit/(Loss) before Tax & Depreciation

(PBDT)

43,75,135.06 340,974.69

Less: Depreciation 9,76,280.00 264,233.00

Net Profit/(Loss) after Depreciation before Tax

(PBT)

33,98,855.06 76,741.69

Less: Provision for Income Tax-Current 7,59,864.00 167,200.00

Profit/Loss after Tax 26,38,991.06 (90458.31)

During the year under review, the Company has incurred profit of Rs. 26, 38,991.06/-.

2. DIVIDEND & APPROPRIATIONS

In order to strengthen the business of the Company, your directors decided that it would be

prudent to plough back the profits of the Company and accordingly the Board did not propose

and declare any dividend for the year under review.

3. PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any public deposits

within the meaning of Section 58A & 58AA of the Companies Act, 1956 and Section 45-I(bb) of

the Reserve Bank of India Act, 1934.

The Company does not hold any public deposit as on date and will not accept the same in future

without the prior approval of Reserve Bank of India in writing.

4. DIRECTORS

In pursuant to Section 152 of the Companies Act, 2013 read with Articles of Association of the

Company Mr. Virender Kumar Jain, Director of the Company, retires by rotation at the ensuing

Annual General Meeting and being eligible, offer himself for re-appointment.



5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies Disclosures of Particulars in the Report of the Board of Directors Rules, regarding Conservation of Energy and Technology Absorption are not applicable to the

Company and hence no statement for disclosure has been made. There was no foreign

exchange earnings and outgo during the year under review.

6. PARTICULARS OF EMPLOYEES

During the Year under review, none of the Employees of the Company was in receipt of

Remuneration for the Year which was more than the limit prescribed under Sub-section (2A) of

Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees)

Rules, 1975 and hence no particulars are required to be disclosed in this Report.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and to the best of their

knowledge and belief and according to the information and explanation obtained by them and

save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been

followed along with proper explanations relating to material departures, wherever

applicable;

b) The Directors have selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company as at March 31, 2012, and of the profit of

the Company for the Year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the

assets of the Company and for preventing and detecting fraud and other irregularities;

and

d) The Directors have prepared the Annual Accounts for the Financial Year ended 31st March, on a Going Concern basis.

8. STATUTORY AUDITORS

M/s PVR-N & Co., Chartered Accountants, Mumbai bearing ICAI Registration No. 001076N are

proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual

General Meeting till the conclusion of the next sixth Annual General Meeting of the Company



held thereafter, subject to ratification of the appointment by the members at every AGM held

after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written

consent from M/s PVR-N & Co., to such appointment and also a certificate to the effect that their

appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013

and the rules made there under, as may be applicable.

9. AUDITORS’ REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on

Accounts are self explanatory and therefore, do not call for any further explanation.

10. CORPORATE GOVERNANCE REPORT

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on

Corporate Governance forms part of the Annual Report.

A Certificate from Statutory Auditors confirming the conditions on compliance as mentioned

under Clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance

Report.

11. LISTING OF SHARES

The Equity Shares of the Company are listed on Delhi Stock Exchange. These shares were not

traded during the year under review as the trading of Shares was not taking place at the

Exchange.

12. ACKNOWLEDGEMENT

Your Directors would like to place their grateful appreciation for the assistance and co-operation

received from the Company s bankers, stakeholders etc. The Directors also acknowledge with

appreciation the support and co-operation rendered by various Govt. agencies and Departments.

Your Directors would also wish to place on record their deep sense of appreciation for the

continued support of all the investors of the Company. We look forward to your continued

support in the future.



Sd/-




New Delhi - 110 058



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management presents the analysis for the Company for the Financial Year 2013-2014 and

its outlook for future. This outlook is based on assessment of the current business environment.

Overview

The Company is involved in investment activities during the financial year under review in

pursuing of its main object. The Performance of the Company is showing the graph of downward

with the downfall trend in finance and investment sector. However, the Management of the

Company has serious taken steps to become cost effective and expand the operations of the

Company.

Internal Control Systems and their adequacy

The )nternal control systems are implemented to safeguard the Company s assets from loss or damage, keep constant check on the cost structure and prevent revenue leakages and to provide

adequate financial and accounting controls and implement accounting standards.

The Internal Audit department together with an independent firm of Chartered Accountants

reviews the effectiveness of the systems and procedures. The Internal Auditors evaluate the

adequacy of the Internal Control systems by analyzing and testing controls and make their

recommendations to the management to improve controls wherever necessary. The system is

improved and modified continuously to meet the changes in business conditions, statutory and

accounting requirements.

Human Resources

A major strength for your Company has been its employees and your Company s relationship with its employees continues to be excellent. Over the years the Company has taken several

initiatives to attract and retain best talent. Being in the service industry, the company places

foremost thrust on the continuous upgradation of human resource. A detailed performance

evaluation system is in place and remuneration and rewards are strongly liked to performance

indicators. To keep the employee excellence at high altitudes, your company continues to

maintain its commitment towards providing training to its employees at all levels. Your Company s Staff turnover is very low as compared with the industry levels. Best HR Practices

and continuous work environment ensures high motivational levels of the employees.

With the expansion and growth in business, the requirement for human assets has also

increased. Your Company recognizes the importance of human resource development. Hence,

several initiatives have been taken to ensure that people are well-trained and motivated. The

Company also believes in nurturing young talent through management training programmes,

which strive to develop business managers for future.



Risks and Concerns & mitigations

Risk management is the identification, assessment, and prioritization of risks followed by

coordinated and economical application of resources to minimize, monitor, and control the

probability and/or impact of unfortunate events or to maximize the realization of opportunities.

Risks can come from uncertainty in financial markets, threats from project failures (at any phase

in design, development, production, or sustainment life-cycles), legal liabilities, credit risk,

accidents, natural causes and disasters as well as deliberate attack from an adversary, or events

of uncertain or unpredictable root-cause. Several risk management standards have been

developed including the Project Management Institute, the National Institute of Standards and

Technology, actuarial societies, and ISO standards.

Cautionary Statement

Certain statements made in the management discussion and analysis report relating to the Company s objectives, projections, outlook, expectations, estimates and others may constitute forward looking statements within the meaning of applicable laws & regulations. Actual results

may differ from such expectations, projections and so on, whether express or implied. However,

the Company has also outlined various risks associated with the business.

http://en.wikipedia.org/wiki/Risk

http://en.wikipedia.org/wiki/Act_of_God

http://en.wikipedia.org/wiki/Root_cause

http://en.wikipedia.org/wiki/Technical_standard

http://en.wikipedia.org/wiki/Project_Management_Institute

http://en.wikipedia.org/wiki/National_Institute_of_Standards_and_Technology

http://en.wikipedia.org/wiki/National_Institute_of_Standards_and_Technology



CORPORATE GOVERNANCE REPORT

For the financial year ended on 31st March, 2014

Corporate Governance is about working ethically and finding a balance between economic and social goals. It includes the ability to function profitably while obeying laws, rules and regulations.

1. COMPANY’S PHILOSOPHY

The Corporate Governance refers to set of policies, systems, regulations and procedures to be

followed in the best interest of stakeholders i.e. Shareholders, Consumers, Banks, financial

institutions and employees etc. Our Company is making regular compliances and furnishing the

information related to the performance and prospect of the Company keeping in view of true

spirit of the Corporate Governance. The Company s philosophy is the conduct of its affairs transparently with all persons dealing with the Company and/or having a stake in the Company,

viz., the shareholders, lenders, creditors and employees. As required under clause 49 of the

Listing Agreement entered into with the Stock Exchange, all necessary disclosures are set out

towards achievements of good corporate governance.

2. BOARD OF DIRECTORS

The Board of Directors provides strategic direction and the thrust to the operations of the

Company and accountable at all time to the Shareholders of the Company. The Company has a

professionally constituted Board of Directors.

During the Financial Year 2013-14, Board Meetings were held on the following dates:-

30th May, 2013, 9th August, 2013, 03rd September, 2013, 26th October 2013, and on 31st

January,2014.

The last Annual General Meeting of the Company was held on 30th September, 2013.

The details of attendance of Directors at various Board Meetings and at an Annual General

Meeting held during the Financial Year 2013-14 are as under:

The following table summarizes the attendance of all the Directors at the said Board Meetings:

Name of Director Number of

Meetings

attended

Whether last

AGM attended

No. of other

directorship

(Except Pvt.

Companies)

Mr. Virender Kumar Jain 6 Yes Nil

Mr. Nirmal Jain 5 Yes Nil

Mr. Ram Parkash Jain 6 Yes Nil



None of the Directors on the Board is a Member of more than 10 Committees or Chairman of

more than 5 Committees (as specified in Clause 49 of the Listing Agreement), across all the

Companies in which he is a Director.

During the year, all the relevant information required to be placed before the Board of Directors

as per Clause 49 of the Listing Agreement are considered and taken on record / approved by the

Board. Further, the Board periodically reviews Compliance Reports in respect of laws and

regulations applicable to the Company.

3. COMMITTEES OF THE BOARD:

In order to ensure focused attention on the various aspects of the Company s working, the Board

of Directors has constituted various committees of the Board.

The Company has the following Committees of the Board.

3.1 AUDIT COMMITTEE:

The Audit Committee comprises of following members as at 31st March, 2014:-

Sr.

No.

Name of the Director Designation

1. Mr. Ram Prakash Jain Chairman

2. Mr. Virender Kumar Jain Member

3. Mr. Nirmal Jain Member

The Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and

the guidelines set out in the listing Agreement with the Stock Exchanges. It is entrusted with

review of quarterly and annual financial statement before submission to the Board, review of

observation of auditor and to ensure compliance of internal control systems, authority for

investigation and access to full information and external professional advice for discharge of the

functions delegated to the Committee by the Board. The Role of Audit Committee, inter alia,

includes:

1. Audit Committee has reviewed with the management, the quarterly financial statements

before submission to the board for approval.

2. Audit Committee has reviewed with the management, performance of statutory and internal

auditors, and adequacy of the internal control systems.

3. Audit Committee has reviewed the annual financial statements before submission to the

board for approval.

Oversight of the Company s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible



Recommending to the Board, the appointment, reappointment and, if required, the

replacement or removal of statutory auditors, including cost auditors, and fixation of audit

fees and other terms of appointment

Approving payment to statutory auditors, including cost auditors for any other services

rendered by them

Reviewing with the management, annual financial statements and auditors report thereon

before submission to the Board for approval, with particular reference to:

o Matters required being included in the Directors Responsibility Statement to be included in the Directors Report in terms of sub-section (2AA) of Section 217 of the

Companies Act, 1956.

o Changes, if any, in accounting policies and practices and reasons for the same

o Major accounting entries involving estimates based on the exercise of judgment by

the management

o Significant adjustments made in financial statements arising out of audit findings

o Compliance with listing and other legal requirements relating to financial statements

o Disclosure of related party transactions

o Qualifications in draft audit report

Reviewing with the management, the quarterly financial statements before submission to

the Board for approval.

o Reviewing with the management, the statement of uses/ application of funds raised

through an issue (public issue, rights issue, preferential issue, etc.), the statement of

funds utilised for purposes other than those stated in the offer

document/prospectus/notice, and the report submitted by the monitoring agency

monitoring the utilisation of proceeds of a public or rights issue, and making

appropriate recommendations to the Board to take up steps in this matter.

Reviewing and monitoring the auditors independence and performance and effectiveness

of audit process,

Approval or any subsequent modification of transactions of the Company with related

parties.

Evaluation of internal financial controls and risk management systems.

Reviewing the adequacy of internal audit function, if any, including the structure of the

internal audit department, staffing and seniority of the official heading the department,

reporting structure, coverage and frequency of internal audit.

Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or a failure of internal control systems of a

material nature, and reporting the matter to the Board.

Review the functioning of the Whistle Blower mechanism.

Approval of appointment of the CFO (i.e. the whole-time Finance Director or any other

person heading the finance function or discharging that function) after assessing

qualifications, experience and background of the candidate

Carrying out such other functions as may be specifically referred to the Committee by the Company s Board of Directors and/or other Committees of Directors. Reviewing the following information:



o The Management Discussion and Analysis of financial condition and results of

operations;

o Statement of significant related party transactions (as defined by the Audit

Committee), submitted by management;

o Management letters/letters of internal control weaknesses issued by the statutory

auditors;

o Internal audit reports relating to internal control weaknesses; and

o The appointment, removal and terms of remuneration of internal auditors / chief

internal auditor.

3.2 SHARE TRANSFER & SHAREHOLDERS’/ INVESTORS’ GRIEVANCES COMMITTEE:

The Share Transfer and Shareholders`/)nvestors Grievances Committee looks into the matters of complaints by the Investors and shareholders relating to the non-receipt of dividend

warrants, annual reports, share transfers / transmission in time, issue of duplicate share

certificate, change of address etc. and the redressal of these complaints.

The Shareholders /)nvestors Grievance Committee of the Board comprises of the following Directors as at 31st March 2014:-

1. Mr. Virender Kumar Jain

2. Mr. Ram Prakash Jain

3.3 REMUNERATION COMMITTEE:

The Company does not have Remuneration committee as contemplated under the Listing

Agreement, as the Company is not paying any remuneration to its Non-Executive Directors.

4. GENERAL BODY MEETINGS:

The details of the Annual General Meetings held in the last three years:

Year Date Time Location

2013 30thSeptember, 2013 11.30 A.M C-5A/62, Janakpuri, New Delhi –

110058

2012 27th September, 2013 11.00 A.M C-5A/62, Janakpuri, New Delhi –

110058

2011 28th September, 2011 10.00 A.M C-5A/62, Janakpuri, New Delhi –

110058

The following table summarizes the details of special resolution passed or not during the last

three years:



S. N. Particulars Status

1. Whether any special resolutions were passed at the last three Annual

General Meeting

None

2.

Whether special resolutions were put through postal ballot at the last

three Annual General Meeting.

None

3. Persons who conducted the postal ballot. N.A.

4. Procedure for postal ballot.

N.A.

5. DISCLOSURES:

5.1 Disclosures on materially significant related party transactions:

There were no other materially significant related party transactions that may have

potential conflict with the interests of the Company at large.

5.2 Details of non compliance(s) by the Company:

Your Company has complied with all the requirements of the Stock Exchange(s) and the

Securities Exchange Board of India on matters related to Capital Markets or any other

matter, as may be applicable from time to time. There were no penalties imposed or

strictures passed against the Company by the statutory authorities in this regard.

5.3 Insider Trading

In Compliance with the SEBI regulation on prevention of insider trading, the Company has

instituted a comprehensive code of conduct of its management, staff and business

associates. The code lays down guidelines, which advises them on procedures to be

followed and disclosures to be made while dealing with shares of the Company and

cautioning them on consequences of non-compliances.

5.4 Risk Management

Your Company has laid down procedure to inform Board Members about the risk

assessment and minimization procedures. These procedures are being periodically

reviewed to ensure that management controls risk through the means of properly defined

framework of the Company.

6. MEANS OF COMMUNICATION

The Company regularly intimates unaudited as well as audited financial results to the

Stock Exchange(s) immediately after these were taken on record by the Board. The

Quarterly/half-yearly/annual financial results are generally published in the English and

Hindi Newspapers. The Annual Report, Quarterly Results and Shareholding Patterns of the



Company are regularly filed with the Stock Exchanges in hard copies within the stipulated

time.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report forms part of Annual Report and includes

discussion on various matters specified under Clause 49(IV) (F) of the Listing Agreement.

8. GENERAL SHAREHOLDERS INFORMATION

8.1 Annual General Meeting

Date : Tuesday, the 30th day of September, 2014

Time : 1500 Hours

Venue : C-5A/62, Janakpuri, New Delhi – 110058

8.2 Financial Calendar:

April 01, 2013 – March 31, 2014

8.3 Quarterly results - For Quarter ending

30-06-2013 – 1st/2nd week of August, 2013.

30-09-2013 – 1st/2nd week of November, 2013.

31-12-2013 – 1st/2nd week of February, 2014.

31-03-2014 – 4th/5th week of May, 2014.

8.3 Book Closure Period:

Thursday, the 25th day of September, 2014 to Tuesday, the 30th day of September, 2014 (both

days inclusive)

8.4 Listed on Stock Exchange(s):

Delhi Stock Exchange Limited,

DSE House, 3/1,

Asaf Ali Road,

New Delhi - 110002

8.5 ADDRESS FOR CORRESPONDENCES:

For any query related to Annual Report, transfer of shares and other query related to shares,

please contact at the following address.

Registered Office: M/s Ujala Commercials Limited

CC--55AA//6622,, JJaannaakkppuurrii,, NNeeww DDeellhhii--111100 005588

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