wtc trades & projects private limited
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 =================================================================================
N O T I C E Notice is hereby given that the First Annual General Meeting of WTC Trades & Projects Private Limited will be held at Galaxy Club, Brigade Gateway, 26/1, Dr. Rajkumar Road, MalleshwaramRajajinagar, 560055 on Wednesday, 10th August, 2011 at 5:30 p.m to transact the following business:
ORIDNARY BUSINESS 1.
To receive, consider and adopt the Audited Balance Sheet and Audited Profit & Loss Account for the financial year ended 31st March, 2011 and the reports of the Board of Directors and the Auditors thereon.
2. To appoint Statutory Auditors of the Company for the period commencing from the conclusion of this Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration 3. Any other subjects with the permission of the Chair. SPECIAL BUSINESS 4. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary resolution: "RESOLVED THAT Mr. M.R Jaishankar who was appointed an additional director of the Company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956, and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Mr. M.R Jaishankar as a candidate for the office of Director of the Company be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 5. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary resolution: "RESOLVED THAT Ms. Nirupa Shankar who was appointed an additional director of the Company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956, and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying her intention to propose Ms. Nirupa Shankar as a candidate for the office of Director of the Company be and is hereby appointed as a Director of the Company, liable to retire by rotation.”
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 =================================================================================
6. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary resolution: "RESOLVED THAT Mr. P.Balaram Menon who was appointed an additional director of the Company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956, and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Mr. P.Balaram Menon as a candidate for the office of Director of the Company be and is hereby appointed as a Director of the Company, liable to retire by rotation.”
NOTES: a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER. b) Proxies in order to be effective must be received at the Registered Office of the Company not less than forty eight hours before this Annual General Meeting. c) Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating to Special Business to be transacted at the meeting is annexed hereto and forms part of the Notice.
By order of the Board of Directors for WTC Trades & Projects Private Limited
Bangalore 20th April, 2011
Sd/M. R. Jaishankar Director
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 =================================================================================
Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 ITEM NOS. 4, 5 & 6 Mr. M.R Jaishankar, Ms. Nirupa Shankar and Mr. P.Balaram Menon who was appointed as an Additional Directors of the company pursuant to Section 260 of the Companies act, 1956 read with Article 26 of the Articles of Association of the company, by the Board of Directors and accordingly they holds office up to the date of this Annual General meeting. The Company has received a notices from a member along with a deposit of Rs. 500/- proposing the candidature of Mr. M.R Jaishankar, Ms. Nirupa Shankar and Mr. P.Balaram Menon to the office of directors pursuant to section 257 of the Companies Act, 1956. Approval of the shareholders is sought for their appointment as a director liable to retire by rotation. . Mr. M. R. Jaishankar, Ms. Nirupa Shankar and P. Balaram Menon are concerned or interested in the resolution relating to their respective appointment Directors recommend the passing of these resolutions as ordinary resolutions.
By order of the Board of Directors for WTC Trades & Projects Private Limited
Bangalore 20th April, 2011
Sd/M. R. Jaishankar Director
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 ============================================================================
DIRECTOR’S REPORT To The Members, Your Directors have pleasure in presenting the First Annual Report of the Company, along with the Audited Statement of Accounts, for the year ended 31st March, 2011. 1. FINANCIAL HIGHLIGHTS The financial highlights of the Company for the year ended 31st March, 2011 is as follows: (Amount in Rupees) Particulars 2010-11 Income Expenditure 22,78,930 Profit before tax (22,78,930) Provision for :Current Tax Deferred Net Profit after Tax (22,78,930) Balance in Profit & Loss Account brought forward (480) from previous year Balance carried to Balance Sheet (22,79,410) 2. DIVIDEND There is no dividend recommended by the directors as the Company is in the process of being operational. 3. OPERATIONS DURING THE YEAR
During the year the Management and Shareholding of the Company has been fully acquired by Brigade Enterprises Limited. BY virtue of this change the Company has become a wholly owned subsidiary of Brigade Enterprises Limited. The Registered office of the Company was shifted from the State of Kerala to the State of Karnataka with the approval of Company Law Board, Chennai Bench, Chennai. The new registered office address is as follows: Brigade Gateway, 26/1, Dr. Rajkumar Road,
-1-
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 ============================================================================
Malleshwaram – Rajajinagar, Bangalore- 560 055, 4. SHARE CAPITAL During the year Authorised Share Capital of the Company was increased from Rs. 1,00,000 (Rupees One Lakh) to Rs. 1,00,00,000 (Rupee One crore) which was approved shareholders in the Extra Ordinary General Meeting held on 13th December, 2010. There is no change in paid up Capital of the Company 5. DIRECTORS Mr. M.R Jaishankar, Ms. Nirupa Shankar and Mr. P.Balaram Menon have been inducted as additional directors of the Company during the year. They will hold office till the date of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Mr. Kakkanattil Mayankutty Ibrahim Mather and Mr. Kakkanattil Ibrahimkutty Mohamed Raffi Mather, Directors of the Company resigned from the directorship of the Company with effect from 21st July, 2010 Mr. Narayana Kurup Asokan, Director of the Company resigned from the directorship of the Company with effect from 22nd July, 2010. Board placed in record the appreciation of the services rendered by the directors who have resigned from the Board. Board places on record the appreciation for their contribution during their tenure. Mr. P. Balaram Menon has been appointed as Managing Director of the Company w.e.f 1st November, 2010 for a term of three years. None of the Directors of the Company are disqualified under Section 274(1)(g) of the Companies Act, 1956. 6. DIRECTORS’ RESPONSIBILITY STATEMENT As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:-
-2-
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 ============================================================================
a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures. b) That the Directors had 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 at the end of the financial year and of the Profit and Loss of the Company for that period. c) That the Directors had 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. d) That the Directors had prepared the annual accounts on a going concern basis. 7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The utilization of energy is minimal and need based. At work place, emphasis is more on installation of energy efficient lights and using natural light to a maximum extent. Further during the year under review, the Company has neither earned nor used any foreign exchange. 8. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) There are no employees in the Company who are in receipt of remuneration in excess of the limits prescribed in section 217(2A) of the Companies Act, 1956 during the year under review. 9. AUDITORS M/s Menon & Menon, Chartered Accountants, resigned as Statutory Auditors of the Company during the year due to their preoccupation. M/s. B. K. Ramadhyani & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to fill up the casual vacancy referred above. They will hold office till the date of the ensuing Annual General meeting and being eligible have offered themselves for re-appointment.
-3-
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 ============================================================================
M/s. B. K. Ramadhyani & Co., Chartered Accountants have confirmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956. 10. ACKNOWLEDGEMENT Your Board of Directors would like to express its appreciation to the stakeholders for their support and continued patronage. The Directors are also grateful for the co-operation of the Regulatory Authorities. The Board further wishes to record their sincere appreciation to the efforts made by the employees of the Company.
for and on behalf of the Board
Sd/ M.R. Jaishankar Director
Place Date
: :
Bangalore 20th April, 2011
-4-
Sd/P.Balaram Menon Director
N O T I C E Notice is hereby given that the First Annual General Meeting of WTC Trades & Projects Private Limited will be held at Galaxy Club, Brigade Gateway, 26/1, Dr. Rajkumar Road, MalleshwaramRajajinagar, 560055 on Wednesday, 10th August, 2011 at 5:30 p.m to transact the following business:
ORIDNARY BUSINESS 1.
To receive, consider and adopt the Audited Balance Sheet and Audited Profit & Loss Account for the financial year ended 31st March, 2011 and the reports of the Board of Directors and the Auditors thereon.
2. To appoint Statutory Auditors of the Company for the period commencing from the conclusion of this Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration 3. Any other subjects with the permission of the Chair. SPECIAL BUSINESS 4. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary resolution: "RESOLVED THAT Mr. M.R Jaishankar who was appointed an additional director of the Company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956, and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Mr. M.R Jaishankar as a candidate for the office of Director of the Company be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 5. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary resolution: "RESOLVED THAT Ms. Nirupa Shankar who was appointed an additional director of the Company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956, and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying her intention to propose Ms. Nirupa Shankar as a candidate for the office of Director of the Company be and is hereby appointed as a Director of the Company, liable to retire by rotation.”
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 =================================================================================
6. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary resolution: "RESOLVED THAT Mr. P.Balaram Menon who was appointed an additional director of the Company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956, and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Mr. P.Balaram Menon as a candidate for the office of Director of the Company be and is hereby appointed as a Director of the Company, liable to retire by rotation.”
NOTES: a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER. b) Proxies in order to be effective must be received at the Registered Office of the Company not less than forty eight hours before this Annual General Meeting. c) Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating to Special Business to be transacted at the meeting is annexed hereto and forms part of the Notice.
By order of the Board of Directors for WTC Trades & Projects Private Limited
Bangalore 20th April, 2011
Sd/M. R. Jaishankar Director
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 =================================================================================
Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 ITEM NOS. 4, 5 & 6 Mr. M.R Jaishankar, Ms. Nirupa Shankar and Mr. P.Balaram Menon who was appointed as an Additional Directors of the company pursuant to Section 260 of the Companies act, 1956 read with Article 26 of the Articles of Association of the company, by the Board of Directors and accordingly they holds office up to the date of this Annual General meeting. The Company has received a notices from a member along with a deposit of Rs. 500/- proposing the candidature of Mr. M.R Jaishankar, Ms. Nirupa Shankar and Mr. P.Balaram Menon to the office of directors pursuant to section 257 of the Companies Act, 1956. Approval of the shareholders is sought for their appointment as a director liable to retire by rotation. . Mr. M. R. Jaishankar, Ms. Nirupa Shankar and P. Balaram Menon are concerned or interested in the resolution relating to their respective appointment Directors recommend the passing of these resolutions as ordinary resolutions.
By order of the Board of Directors for WTC Trades & Projects Private Limited
Bangalore 20th April, 2011
Sd/M. R. Jaishankar Director
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 ============================================================================
DIRECTOR’S REPORT To The Members, Your Directors have pleasure in presenting the First Annual Report of the Company, along with the Audited Statement of Accounts, for the year ended 31st March, 2011. 1. FINANCIAL HIGHLIGHTS The financial highlights of the Company for the year ended 31st March, 2011 is as follows: (Amount in Rupees) Particulars 2010-11 Income Expenditure 22,78,930 Profit before tax (22,78,930) Provision for :Current Tax Deferred Net Profit after Tax (22,78,930) Balance in Profit & Loss Account brought forward (480) from previous year Balance carried to Balance Sheet (22,79,410) 2. DIVIDEND There is no dividend recommended by the directors as the Company is in the process of being operational. 3. OPERATIONS DURING THE YEAR
During the year the Management and Shareholding of the Company has been fully acquired by Brigade Enterprises Limited. BY virtue of this change the Company has become a wholly owned subsidiary of Brigade Enterprises Limited. The Registered office of the Company was shifted from the State of Kerala to the State of Karnataka with the approval of Company Law Board, Chennai Bench, Chennai. The new registered office address is as follows: Brigade Gateway, 26/1, Dr. Rajkumar Road,
-1-
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 ============================================================================
Malleshwaram – Rajajinagar, Bangalore- 560 055, 4. SHARE CAPITAL During the year Authorised Share Capital of the Company was increased from Rs. 1,00,000 (Rupees One Lakh) to Rs. 1,00,00,000 (Rupee One crore) which was approved shareholders in the Extra Ordinary General Meeting held on 13th December, 2010. There is no change in paid up Capital of the Company 5. DIRECTORS Mr. M.R Jaishankar, Ms. Nirupa Shankar and Mr. P.Balaram Menon have been inducted as additional directors of the Company during the year. They will hold office till the date of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Mr. Kakkanattil Mayankutty Ibrahim Mather and Mr. Kakkanattil Ibrahimkutty Mohamed Raffi Mather, Directors of the Company resigned from the directorship of the Company with effect from 21st July, 2010 Mr. Narayana Kurup Asokan, Director of the Company resigned from the directorship of the Company with effect from 22nd July, 2010. Board placed in record the appreciation of the services rendered by the directors who have resigned from the Board. Board places on record the appreciation for their contribution during their tenure. Mr. P. Balaram Menon has been appointed as Managing Director of the Company w.e.f 1st November, 2010 for a term of three years. None of the Directors of the Company are disqualified under Section 274(1)(g) of the Companies Act, 1956. 6. DIRECTORS’ RESPONSIBILITY STATEMENT As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:-
-2-
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 ============================================================================
a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures. b) That the Directors had 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 at the end of the financial year and of the Profit and Loss of the Company for that period. c) That the Directors had 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. d) That the Directors had prepared the annual accounts on a going concern basis. 7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The utilization of energy is minimal and need based. At work place, emphasis is more on installation of energy efficient lights and using natural light to a maximum extent. Further during the year under review, the Company has neither earned nor used any foreign exchange. 8. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) There are no employees in the Company who are in receipt of remuneration in excess of the limits prescribed in section 217(2A) of the Companies Act, 1956 during the year under review. 9. AUDITORS M/s Menon & Menon, Chartered Accountants, resigned as Statutory Auditors of the Company during the year due to their preoccupation. M/s. B. K. Ramadhyani & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to fill up the casual vacancy referred above. They will hold office till the date of the ensuing Annual General meeting and being eligible have offered themselves for re-appointment.
-3-
WTC TRADES & PROJECTS PRIVATE LIMITED Regd. Off.: Brigade Gateway, 26/1, Dr Rajkumar Road, Malleshwaram - Rajajinagar, Bangalore-56 ============================================================================
M/s. B. K. Ramadhyani & Co., Chartered Accountants have confirmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956. 10. ACKNOWLEDGEMENT Your Board of Directors would like to express its appreciation to the stakeholders for their support and continued patronage. The Directors are also grateful for the co-operation of the Regulatory Authorities. The Board further wishes to record their sincere appreciation to the efforts made by the employees of the Company.
for and on behalf of the Board
Sd/ M.R. Jaishankar Director
Place Date
: :
Bangalore 20th April, 2011
-4-
Sd/P.Balaram Menon Director
