UNITED NANOTECHNOLOGIES LIMITED
ANNUAL REPORT 2008-2009
DIRECTOR'S REPORT
TO
THE MEMBERS
Your Directors present the 5th Annual Report with the Audited Statement of
Accounts for the year ended March 31, 2009.
FINANCIAL RESULTS:
There has been a net loss of Re. 25,01,111/- during the year under review
which has been carried forward to the Balance Sheet.
DIVIDEND:
As the Company has incurred loss in the year under review, no dividend is
recommended by the Board.
RESERVES & SURPLUS:
In view of loss incurred by the Company, no amount could be transferred to
Reserves.
PERFORMANCE:
The Company is yet to start its operation. The Management is taking
necessary action in the matter.
DEPOSITS:
The Company has not taken any deposit during the year ended 31st March,
2009.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:-
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed and there are no material departures from the
same;
ii) They have selected such accounting policies and applied them
consistently and made judgements 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, 2009 and of the profit and loss account of the
Company for that period;
iii) They 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
iv) The annual accounts have been prepared on a going concern basis.
COMPLIANCE CERTIFICATE:
Certificate of compliance issued by Mrs. Indrani Chaudhuri, Practising
Company Secretary in terms of Sec. 383A of the Companies Act 1956 and
Companies (Compliance Certificate) Rules, 2001 is given in a separate
Annexure marked I.
DIRECTORS:
Mr. Devashish Dabriwal retires by rotation in the forthcoming Annual
General Meeting and being eligible, offers himself for re-election.
AUDITORS:
M/S. Sanjay Bajona & Associates, Chartered Accountants, Kolkata, retire at
the ensuing Annual General Meeting and are eligible for re-appointment.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
The Company is yet to commence its manufacturing activities and as such,
the question of conservation of energy and technology absorption does not
arise.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review there was no foreign exchange earning or outgo
in any manner.
EMPLOYEES:
The Company has no employee in respect of whom information under section
217(2A) of the Companies Act, 1956 is required to be annexed.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their deep
appreciation for the wholehearted and sincere co-operation the Company has
received from all concerned.
For and on behalf of the Board
Kolkata-700 016 Devashish Dabriwal
The 25th May, 2009 Chairman
SECRETARIAL COMPLIANCE REPORT
ANNEXURE-I
GIN : 1136999 WB 2004 PTC 098996
Authorised capital: Rs.50 Lacs
Paid up capital : Rs.50 Lacs
To
The Members
M/s United Nanotechnologies Private Limited
27B Conrad Street, 8th Floor
Kolkata- 700 016
I have examined the registers, records, books and papers of M/s United
Nanotechnologies Private Limited as required to be maintained under the
Companies Act, 1956 and the rules made thereunder and also the provisions
contained in the Memorandum and Articles of Association of the company for
the financial year ending on 310' March, 2009 In my opinion and to the best
of my information and according to the examinations carried out by me and
explanations furnished to me by the company, its officers and agents, I
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 and the rules made thereunder
and all entries therein have been duly recorded,
2. The company has duly filed the forms and returns as stated in Annexure B
to this certificate with the Registrar of Companies, within the time
prescribed under the Act and the rules made thereunder,
3. The company being a private limited company has the minimum prescribed
paid up capital and its maximum number of members during the said financial
year was two excluding its present and past employees and the company
during the year under scrutiny
i) restricted the right to transfer its shares,
ii) limited the number of members to 50,
iii) has not invited public to subscribe for its shares and,
iv) has not invited or accepted any deposits from persons other than its
members, directors or their relatives,
4. The Board of Directors duly met 4 times respectively on 07.04.2008,
17.06.2008, 11.10.2008 and 05.02.2009 dates in respect of which meetings
proper notices were given and the proceedings were properly recorded in the
Minutes Book maintained for the purpose and signed No circular resolutions
were passed during the year under scrutiny,
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 31st March, 2008
was held on 17.07.2008 after giving due notice to the members of the
Company and the resolutions passed thereat were duly recorded in the
Minutes Book maintained for the purpose
7. No Extraordinary General Meeting was held during the financial year
8. The company has not advanced any loan to its directors or persons or
firms or companies referred to under section 295 of the Act
9. The company has not entered into any contracts falling withing the
purview of section 297 of the Act
10. The Company was not required to make any 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, the company has not obtained any approvals from the Board of
Directors, members or Central Government
12. The company has not issued any duplicate certificates during the said
financial year
13. The company:-
i) has not made any allotment/transfer/transmission of securities during
the said 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 any warrants to any member of the company as
no dividend was declared during the financial year.
iv) has informed to me that the rules of unpaid dividend are not applicable
to the company.
v) has duly complied with all the requirements of section 217 of the Act
14. The Board of Directors of the company is duly constituted and the re-
election of Director was duly made at the Annual General Meeting The
Additional Director held office upto the date of Annual General Meeting was
duly re-appointed No alternate directors and directors to fill casual
vacancy were appointed during the said financial year
15. The company has not appointed any managing director/wholetime director
during the said financial year.
16. The company has not appointed any sole selling agents during the said
financial year.
17. The company was not required to obtain any approvals of the Central
Government, Company Law Board, Regional Director, Registrar of Companies
and/or such authorities prescribed under the various provisions of the Act
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 thereunder.
19. The Company has not issued any shares or debentures or any other
securities during the said financial year
20. The company has not bought back any shares during the financial year
21. The company has not issued any preference shares/debentures so the
question of redemption of preference shares or debentures does not arise
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. As per the information and explanations given to me the company has not
invited/accepted any deposits including any unsecured loans falling within
the purview of section 58A during the said financial year.
24. As the company is a subsidiary of a public limited company the
provisions of section 293(1)(d) are applicable to the private company The
amount borrowed by the company is within the borrowing limits of the
company and the company was not required to pass any resolution
undersection 293(1)(d) of the Act, during the said financial year
25. As the company is a subsidiary of a public limited company the
provisions of section372A are applicable to the private company However the
company is not required make any entries in the Register maintained for the
purpose
26. The company has not altered the provisions of the Memorandum of
Association with respect to the situation of the company's registered
office from one state to another during the financial year under the
scrutiny
27. The company has not altered the provisions of the Memorandum of
Association with respect to the objects of the company during the financial
year under the scrutiny
28. The company has not altered the provisions of the Memorandum of
Association with respect to the name of the company during the said
financial year under the scrutiny
29. The company has not altered the provisions of the Memorandum of
Association with respect to the share capital of the company during the
said financial year under the scrutiny
30. The company has not altered its Articles of Association during the said
financial year
31. As per the information given to me, there were/was no prosecution
initiated against or show cause notices received by 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 said financial year
33. As per information given to me, the company is not required to deduct
Provident Fund during the said financial year as the provisions of the Act
are not applicable
Place: KOLKATA
Date : 25th May, 2009 Signature Sd/- Indrani Chaudhuri
Practising Company Secretary
C.P. No. 6667
ANNEXURE 'A'
Registers as maintained by the Company
1. Register of Members and Index of Register of Members u/s 150 & 151
2. Register of Directors u/s 303
3. Register of Directors Shareholding u/s 307
4. Register of Contracts u/s 301
5. Books of Accounts u/s 209
6. Minute Book of Board of Directors Meeting and General Meeting
7. Register of Directors Attendance
8. Copies of Annual Return
9. Register of Share Transfer
10. Register of Share Application & Allotment
11. Register of Investments
ANNEXURE 'B'
Forms and Returns as filed by the company with Registrar of Companies
during the financial period from 01.04.2008 to 31.03.2009
SI. Forms/Returns Filed For Date of Filed on A B
No. Document
1. Form no.23 AC & For year ended 31/03/2008 08/08/2008 Yes N.A.
23 ACA u/s 220 31/03/2008
2. Form no20B For A.G.M. 17/07/2008 12/08/2008 Yes N.A.
u/s 181 held on
17/07/2008
3. Form no.66 For year ended 31/03/2008 08/08/2008 Yes N.A.
u/s 383A 31/03/2008
A = Within Due Date
B = Addl. Filing Fee paid.
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