SCIENTECH TECHNOLOGIES PVT. LTD.
94-101, Pardeshipura, Electronic Complex, INDORE (M.P.) 452010
NOTICE is hereby given that the Annual General Meeting of the Members of the SCIENTECH
TECHNOLOGIES PVT.LTD. will be held at the registered office of the Company at 94-101,
Pardeshipura, Electronic Complex, INDORE (M.P.) 452010 on Friday the 30th day of
September, 2011 at 12.00 P.M. to transact the following business:
I. ORDINARY BUSINESS:
1. To receive, consider and adopt the audited Balance Sheet and the Profit and Loss
Account of the Company for the year ended 31st March 2011 and the report of the
Directors and Auditor's thereon.
2. To appoint Auditors and fix their remuneration.
II. SPECIAL BUSINESS BY ORDINARY RESOLUTIONS:
3. To consider and if thought fit, to pass with or without modification(s) if any, the
following Ordinary Resolution:
RESOLVED THAT Mrs. Preeti Kela who was appointed as Additional Director by the
Board to hold office upto the date of this Annual General Meeting, be and is hereby
elected and appointed as Director of the Company.
4. To consider and if thought fit, to pass with or without modification(s) if any, the
following Ordinary Resolution:
RESOLVED THAT Shri Jagdish Baldua who was appointed as Additional Director
by the Board to hold office upto the date of this Annual General Meeting, be and is
hereby elected and appointed as Director of the Company.
III. SPECIAL BUSINESS BY SPECIAL RESOLUTION:
5. To consider and if thought fit, to pass with or without modification(s) if any, the
following Special Resolution:
RESOLVED THAT Shri Jagdish Kumar Baldua, Director of the company
is further appointed as the Whole-time Director of the Company w.e.f. 1st
April, 2011 on the following remuneration with the absolute authority to
the Board to revise/regroup the salary, reduce the salary or with hold the
increments as may be decided by the Board from time to time.
(a) Salary : 1,22,000/- P.M. with the Annual Increment upto Rs.10,000/p.m. due on 1st day of April, every year
(b) Employer Contribution to EPF/FPF
: 12% on Salary
(c) Medical Expenses
: 20,000/- P.M.
Other Benefits:
(a) Car for official use
(b) Cell Phone and telephone at residence with the internet
connectivity.
(c) Leave encashment, for unavailed leaves subject to maximum 15
days in each calendar year.
(d) Gratuity as per the Rules of the Company/Gratuity Act.
6. To consider and if thought fit, to pass with or without modification(s) if any, the
following Special Resolution:
RESOLVED THAT the remuneration payable to Mrs. Preeti Kela,
Director of the company is revised as under and she be re-designated as
the Whole-time Director of the Company w.e.f. 1st April, 2011 and that
the Board of Directors of the Company shall be having absolute authority
to revise/regroup the salary, reduce the salary or with hold the
increments as may be decided by the Board from time to time.
(a) Salary
: Rs.85,000/- P.M. with the annual increment of
Rs.15,000/- p.m. due on 1st day of April, every year
(b) Employer Contribution to EPF/FPF
: 12% on Salary
(c) Incentive: 3% on Net Profit before Tax.
Other Benefits:
(a) Car for official use with Driver
(b) Cell Phone and telephone at residence with the internet
connectivity.
(c) Leave encashment, for unavailed leaves subject to maximum 15
days in each calendar year.
(d) Gratuity as per the Rules of the Company/Gratuity Act.
(e) Club Annual Membership Fee
7. To consider and if thought fit, to pass with or without modification(s) if any, the
following Special Resolution:
RESOLVED THAT the remuneration payable to Mrs. Sheela Devi Kela,
Director of the company is revised as under and she be re-designated as
the Whole-time Director of the Company w.e.f. 1st April, 2011 and that
the Board of Directors of the Company shall be having absolute authority
to revise/regroup the salary, reduce the salary or with hold the
increments as may be decided by the Board from time to time.
(a) Salary
: Rs.32,800/- P.M. with the annual increment of
Rs.5,000/- p.m. due on 1st day of April, every year
(b) Employer Contribution to EPF/FPF
: 12% on Salary
(c) Incentive: 1% on Net Profit before Tax.
Other Benefits:
(a) Car for official use with Driver
(b) Cell Phone and telephone at residence with the internet
connectivity.
(c) Leave encashment, for unavailed leaves subject to maximum 15
days in each calendar year.
(d) Gratuity as per the Rules of the Company/Gratuity Act.
8. To consider and if thought fit, to pass with or without modification(s) if any, the
following Special Resolution:
RESOLVED THAT the remuneration payable to Mr. Ambrish Kela, the
Managing Director of the company is revised as under w.e.f. 1st April,
2011 and that the Board of Directors of the Company shall be having
absolute authority to revise/regroup the salary, reduce the salary or with
hold the increments as may be decided by the Board from time to time.
(a) Salary
: Rs.2,50,000/- P.M. with the annual increment of
Rs.50,000/- p.m. due on 1st day of April, every year
(b) Employer Contribution to EPF/FPF
: 12% on Salary
(c) Incentive: 5% on Net Profit before Tax.
(d) Medical Expenses/Reimbursement : Upto Rs.25,000 P.M.
Other Benefits:
(a) Car for official use with Driver
(b) Cell Phone and telephone at residence with the internet
connectivity.
(c) Leave encashment, for unavailed leaves subject to maximum 15
days in each calendar year.
(d) Gratuity as per the Rules of the Company/Gratuity Act.
(e) Annual Membership fee upto 2 Clubs.
BY ORDERS OF THE BOARD
Sd/Place: Indore
AMBRISH KELA
Dated: 30/08/2011
CHAIRMAN & MANAGING DIRECTOR
NOTE:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED
TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND
THE PROXY NEED NOT BE A MEMBER. PROXY IN ORDER TO BE EFFECTIVE
MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE
THE MEETING.
2. All documents referred to in the accompanying notice are open for inspection at the
registered office of the Company on all working days, except Saturdays between
11.00 A.M. to 1.00 P.M.
ANNEXUERE TO THE NOTICE
Explanatory Statement u/s 173(2) of the Companies Act, 1956
ITEM NO.3 & 4:
Mrs. Preeti Kela and Shri Jagdish Kumar Baldua were appointed by the Board as the
Additional Director of the Company. Your directors proposes to appoint them as a director of
the Company in the ensuing annual general meeting.
In the case of Mrs. Preeti Kela except Mr. Jagdish Kumar Baldua all the directors are
interested and in case of Mr. Jagdish Kumar Baldua, except himself none of the Directors of
the Company is are concerned or interested in the Resolutions.
ITEM NO.5:
Shri Jagdish Baldua was appointed by the Board as the Whole-time Director of the Company
w.e.f. 01.04.2011. Your directors proposes to confirm his appointment as the Whole-time
Director and remuneration payable to him w.e.f. 1st April, 2011 as set out in the Item No. 5 of
the Notice by way of special resolution.
Except Shri Jagdish Kumar Baldua being appointed none other directors are interested or
concerned in the resolution.
ITEM NO.6 to 8:
Your Board proposes to re-designate Mrs. Preeti Kela and Mrs. Sheela Devi Kela as the
whole time directors and to revise their remuneration as set out in the Item No. 6 & 7 of the
Notice of the Annual General Meeting.
The Board also proposes to increase the remuneration payable to Mr. Ambrish Kela, the
Managing Director of the company w.e.f. 1st April, 2011 as set out in the Item No. 8 of the
Notice of the Annual General Meeting.
Except Mr. Jagdish Kumar Baldua, all the directors may be considered as the interested
director being the appointee and relative to each others.
BY ORDERS OF THE BOARD
Place: Indore
Dated: 30/08/2011
Sd/AMBRISH KELA
CHAIRMAN & MANAGING DIRECTOR
SCIENTECH TECHNOLOGIES PVT. LTD.
94-101, PARDESHIPURA, ELECTRONIC COMPLEX, INDORE (M.P.) 452010
DIRECTORS' REPORT
To,
The Members,
Scientech Tecnologies Private Limited
Indore
Your Directors have pleasure in submitting their Annual report on the business and operations of the
Company along with the Audited Accounts and Auditors' Report thereon for the year ended 31st March,
2011.
FINANCIAL RESULTS:
Particulars
Income from Operations
Other Income
Profit before interest and depreciation
Less: Interest and Financial Charges
Less: Depreciation
Profit before Taxation
Less: Provision for Income Tax
Less: Income Tax & FBT(Earlier Year)
Less: Deferred Tax Liability
Net Profit after tax and adjustments
( In Rs.)
Year
ended
31/03/2010
44,10,37,361.72
20,86,918.50
6,75,47,621.37
97,25,704.04
48,97,481.62
5,29,24,435.71
1,78,00,000.00
3,61,997.00
5,35,084.00
3,42,27,354.71
Year
ended
31/03/2010
35,36,79,887.50
16,48,868.00
5,99,84,621.07
78,41,232.75
44,93,704.82
4,76,49,683.50
1,53,50,000.00
2,90,235.00
6,05,414.00
3,14,04,034.50
DIVIDEND:
In view of the long-term requirement of funds for the operations of the Company, your directors do not
recommend any dividend for the year under review and proposes to utilize the surplus for the business
activities to maximize returns. (Previous year: Nil)
DIRECTORS:
The Board has appointed Shri Jagdish Kumar Baldua was appointed as additional Director w.e.f. 1st April,
2011.
The Board has further re-designated the above said directors as the whole-time directors and revised their
remuneration w.e.f. 1st April, 2011. The Board has also increased the remuneration payable to Mr. Ambrish
Kela, the Managing Director of the Company w.e.f. 1st April, 2011.
Your directors proposes to pass necessary resolution as set out in the notice of the Annual General Meeting.
AUDITORS & THEIR REPORT:
M/s H.N. JHAVAR & CO, the Auditors of the company, retiring at the conclusion of this Annual General
Meeting and are eligible for re-appointment. You are requested to appoint the Auditors to hold office from
the conclusion of this meeting to the conclusion of next Annual General Meeting and to fix their
Remuneration.
COMPLIANCE CERTIFICATE:
The Company has appointed M/s D.K.Jain & Co., Company Secretaries for issuance of Compliance
Certificate in terms of the provisions of section 383A(1) of the Companies Act, 1956. The Compliance
Certificate received in compliance of section 383A(1) being annexed to the Directors' Report, which is selfexplanatory and needs no comments.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your directors state
that:
• In the preparation of accounts, the applicable accounting standards have been followed.
• Accounting policies selected were applied consistently. Reasonable and prudent judgments and
estimates were made so as to give a true and fair view of the state of affairs of the Company as at the
end of March 31, 2011 and the Profits of the Company for the year ended on that date.
• Proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and
for preventing and detecting frauds and other irregularities.
• The annual accounts of the company have been prepared on a going concern basis.
DEPOSITS:
Your Company has not accepted any public deposit within the meaning of the provisions of section 58A of
the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE & OUTGO:
1. Information in respect of Form `A' is not applicable to our Company.
2. Information in respect of R & D and Technology absorption as required to be given is : NIL
3. Information in respect of Foreign Exchange:
Earning : Rs. 3,07,49,206
Outgo : Rs. 4,21,683
PARTICULARS OF EMPLOYEES:
Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of the Employees) Rules 1975 are not applicable since, None of the employee of
the company is drawing more than Rs. 60 00,000 during the year or Rs 5, 00,000 p.m. for part of the year
during the year under review.
ACKNOWLEDGEMENTS:
Your Directors thanks to the shareholders, business associates and the bankers for the continued support in
your company's growth. Your directors also place on record their deep appreciation for the highly dedicated
and motivated services rendered by the employees at all the levels, contributing to the improved
performance of the Company during the year and look forward for their continued support.
BY ORDERS OF THE BOARD
Place: Indore
Dated: 30/08/2011
Sd/AMBRISH KELA
CHAIRMAN & MANAGING DIRECTOR
D.K.JAIN&CO.
4th Floor, Silver Ark Plaza,
20/1, New Palasia,
INDORE-452001
Phone 0731-2532813
COMPANY SECRETARIES
COMPLIANCE CERTIFICATE
CIN NO.: U30007MP2001PTC014613
Nominal Capital: Rs. 2,500,000.00
To,
The Members
SCIENTECH TECHNOLOGIES PVT. LTD.
94-101, PARDESHIPURA
ELECTRONIC COMPLEX,
INDORE (M.P.)-452010
We have examined the registers, records, books and papers of SCIENTECH TECNOLOGIES PVT.
LTD. (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the
rules made hereunder and also the provisions contained in the Memorandum and Articles of
Association of the Company for the financial year ended 31st March 2011 (from 01.04.2010 to
31.03.2011). In our opinion and to the best of our information and according to the examinations
carried and explanations furnished to us by the Company and its management, we certify that in
respect of the aforesaid financial year:
1. the company has kept and maintained all registers as stated in Annexure `A' to this
certificate, as per the provisions of the Act and the rules made thereunder and all entries
therein have been recorded.
2. the company has filed the forms and returns as stated in Annexure `B' to this certificate, with
the Registrar of Companies/Regional Director/Central Government/Company Law Board or
other authorities after the stipulated time with adequate late filing fee.
3. the company being a private limited company has the minimum prescribed paid-up capital
and its maximum number of member during the said financial year was 3 (Three) excluding
its present and past employees and the company during the year under scrutiny:
(i) has not invited public to subscribe for its shares or debentures; and
(ii) has not invited or accepted any deposits or unsecured loan from persons other than
its members, directors or their relatives.
4. the Board of Directors met 7 (Seven) times respectively on 15th February, 2010; 23rd June,
2010; 10th July, 2010; 30th August, 2010; 09th September, 2010; 15th November, 2010 and
17th March, 2011 in respect of these meetings proper notices were given to all the directors
and the proceedings were properly recorded in the Minutes Book maintained for the purpose.
5. the company was not required to close its Register of Members during the financial year.
6. the Annual General Meeting for the financial year ended on 31st March, 2010 was held on
30th September, 2010 and in respect of which notice were given to all the members of the
company and the resolutions passed thereat were duly recorded in Minutes book maintained
for the purpose.
7. no extra ordinary general meeting was held during the financial year.
8. the company being a private company, section 295 of the Act is not applicable.
Conti... 2
SCIENTECH TECNOLOGIES PVT. LTD.
(2)
9. the company has complied with the provisions of section 297 of the Act in respect of contracts
specified in that section.
10. the company has made necessary entries in the register maintained under section 301 of the
Act.
11. as there were no instances falling within the purview of section 314 of the Act during the year
under review, the company has not obtained any approvals from the Board of Directors,
members or Central Government.
12. the company has not issued any duplicate share certificates during the financial year.
13. the company:
(i)
there was no allotment/ transfer/ transmission of securities during the financial year.
(ii)
was not required to deposit any amount in a separate Bank Account as no dividend was
declared during the financial year.
(iii) was not required to post warrants to any member of the company as no dividend was
declared during the financial year.
(iv) was not required to transfer any amount to the Investors Education & Protection Fund
as there was no amount due for transfer to the above said account relating to unpaid
dividend, application money due for refund, matured deposits, matured debentures and
the interest accrued thereon as remain unpaid or unclaimed for a period of 7 years.
(v)
has complied with the requirements of section 217 of the Act.
14. the Board of Directors of the company is duly constituted. There was no appointment of
directors/additional directors/and directors to fill casual vacancy during the financial year.
15. the company has not appointed any Managing Director/Whole-time Director or Manager
during the financial year.
16. the company has not appointed any sole selling agents during the financial year.
17. the company was not required to obtain any approvals of the Central Government, Company
Law, Regional Director, Registrar and/or such authorities prescribed under the various
provisions of the during the financial year.
18. the directors have disclosed their interest in other firms/companies to the Board of Directors
pursuant to the provisions of the Act and the rules made there under.
19. the company has not issued any shares or other securities during the financial year.
20. the company has not bought back any shares during the financial year.
21. there was no redemption of preference shares or debentures during the financial year.
22. there were no transactions necessitating the company to keep in abeyance the rights to
dividend, rights shares and bonus shares pending registration of transfer of shares.
23. the company has not invited/accepted any deposits including any unsecured loans falling
within the purview of section 58A during the financial year.
24. the company, being a private company, the provisions of section 293(1)(d) of the Act are not
applicable.
25. the company being a private limited company the provisions of section 372A is not applicable.
Conti.. 3
SCIENTECH TECNOLOGIES PVT. LTD.
(3)
26. the company has not altered the provisions of the Memorandum with respect to situation of
the company's registered office from one State to another during the year under scrutiny.
27. the company has not altered the provisions of the Memorandum with respect to the objects of
the company during the year under scrutiny.
28. the company has not altered the provisions of the Memorandum with respect to name of the
company during the year under scrutiny.
29. the company has not altered the provisions of the Memorandum with respect to Increase in
the authorized share capital during the year under scrutiny.
30. the company has not altered its Articles of Association during the financial year.
31. there was no prosecution initiated against or show cause notices received by the company
and no fines or penalties or any other punishment was imposed on the company during the
financial year for offences under the Act.
32. the company has not received any money as security from its employees during the financial
year.
33. the company has not constituted the Provident Fund within the provisions of section 418 of
the Act.
For, D.K.JAIN & CO.
COMPANY SECRETARIES
Date : 30th August, 2011
Place: INDORE
Sd/DR. DILIP KUMAR JAIN
PROPRIETOR
CP NO. 2382
Conti.. 4
SCIENTECH TECNOLOGIES PVT. LTD.
(4)
COMPLIANCE CERTIFICATE
ANNEXURE-A
Registers as maintained by the Company
S.No
1
2
3
4
Particulars
Register of Charge
Instruments creating Charges
Register of Members
Registers and returns kept at the Registered Office:
i) Annual Returns together with copies of Certificate, etc.
5
Minute Book containing minutes of
- Board Meeting
Section 193
- General Meeting
Register of particulars of disclosure of interest and Register of Contracts Section 301
in which Directors are interested
Register of Directors, MD/M/Secretaries
Section 303
Register of Director's shareholdings
Section 307
For, D.K.JAIN & CO.
COMPANY SECRETARIES
6
7
8
Date : 30th August, 2011
Place: INDORE
Sections
Section 143
Section 136
Section 150
Section 163
Sd/DR. DILIP KUMAR JAIN
PROPRIETOR
CP NO. 2382
Annexure-B
Forms and Returns as filed by the Company with Registrar of Companies, during the financial
year ending 31st March 2011.
S.No. Form No.
Section/ For dated
Filed on Whether Whether Remarks/
Rules
Within
RoC Receipt
dated
late
Time
No./ Dated
filing
fee paid
23AC &
1.
220
31.03.2010 12.01.2011 NO
YES
P65302408
23ACA
2.
20B
159/161 30.09.2010 12.01.2011 NO
YES
P65299380
3.
66
383A
31.03.2010 12.01.2011 NO
YES
P65299216
For, D.K.JAIN & CO.
COMPANY SECRETARIES
Date : 30th August, 2011
Place: INDORE
Sd/DR. DILIP KUMAR JAIN
PROPRIETOR
CP NO. 2382