NOTICE is hereby given that First Annual General Meeting of the Members of TARIL Infrastructure Limited will be held on Thursday, 25th day of July, 2013 at 12.00 noon at the registered office of the Company to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2013 and Profit & Loss Account for the period ended on that date together with the Directors' Report and Auditors' Report thereon.
2. To appoint Auditors of the Company and fix their remuneration.
SPECIAL BUSINESS
3. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
"RESOLVED THAT Mrs. Karuna Mamtora, being first director of the Company, be and is hereby appointed as regular director of the Company under the applicable provisions of the Companies Act, 1956."
4. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
"RESOLVED THAT Mr. Mahendra Vyas, being first director of the Company, be and is hereby appointed as regular director of the Company under the applicable provisions of the Companies Act, 1956."
5. To consider and if thought fit, to pass with or Without modification, the following resolution as an Ordinary Resolution:
"RESOLVED THAT Mr. Sureshchandra Agarwal, being first director of the Company, be and is hereby appointed as regular director of the Company under the applicable provisions of the Companies Act, 1956."
6. To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to provisions of Section 383A(1) of the Companies Act, 1956, Mr. Tapan Shah be and is hereby appointed as Company Secretary in Whole-
time Practice for obtaining compliance certificate for the year 2013-14 at a remuneration to be determined by Mrs. Karuna Mamtora, Director of the Company in consultation with Mr. Tapan Shah."
7. To consider and if thought fit, to pass with or without modifications the following resolution as Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 146, 192A and other applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and subject to the confirmation by the statutory authorities as may be required, consent of the Company be and is hereby accorded to the board of Directors to shift the Registered Office of the Company from Survey No. Pj3-4, & 431 Pjl-2, Sarkhej-Bavla Highway, Moraiya, Taluka. Sanand, Dist. Ahmedabad-382213, Gujarat to Survey No. 427 Pj34, & 431 Pjl-2, Sarkhej-Bavla Highway, Village: Moraiya, Taluka: Sanand, Dist. Ahmedabad-382213, Gujarat."
"RESOLVED FURTHER THAT pursuant to the above stated provisions, consent of the Company be and is hereby accorded by ratification of earlier resolution, as approved by the Board of Directors as on December 12, 2012, for shifting of registered office from Survey No: 344-350, Opp. P.W.D. Stores, Sarkhej Bavla Highway, Village: Changodar, Taluka: Sanand, District: Ahmedabad-382 213 to Survey No. Pj3-4, & 431 pjl-2, Sarkhej-Bavla Highway, Moraiya, Taluka. Sanand, Dist., Ahmedabad-382213, GUjarat, as set out in the explanatory statement annexed herewith".
"RESOLVED FURTHER THAT Board of Directors be and is hereby authorised to do all such acts, deeds, and things as may in its absolute discretion, consider necessary, expedient, usual, proper or incidental and to settle all questions and difficulties that may arise for j in the implementation of the foregoing Resolution, including filing of necessary forms with the authorities."
Date: 22nd April, 2013 Place: Ahmedabad By order of the Board
• Explanatory Statement under section 173(2) of the Companies Act, 1956 is enclosed.
• A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member of the company. Proxies in order to be effective must reach the registered office of the Company not less than 48 hours before the time fixed for the meeting.
Explanatory Statement [Pursuant to Section 173(2) of the Companies Act, 1956]
ITEM NO.3, 4 & 5
Mrs. Karuna Mamtora, Mr. Mahendra Vyas and Mr. Sureshchandra Agarwal were appointed as a first Directors of the Company with effect from date of Incorporation of the Company, i.e. 27th August, 2012, pursuant to Articles of Association of the Company. Every first Director has to be appointed by the members in the first general meeting of the Company and accordingly, their term expires at the ensuing Annual General Meeting.
Your Directors considered that it is in the interest of the Company to have above experience Directors in the Board. Hence your Directors recommend their appointments.
All the Directors of the Company are interested in the Resolution.
ITEM NO.6
As per the section 383A(1) of the Companies Act,1956, every company not required to employ a whole-time secretary and having a paid-up capital of Rs.lO lacs and more shall require to obtain Compliance Certificate from a practicing company secretary, every year. This Certificate shall be attached to the Board's Report.
Your company falls under this category and accordingly the Company has to obtain the same for the current financial year. Mr. Tapan Shah has carried out the same for the financial year 2012-13.
The Directors recommend the appointment of Mr. Tapan Shah as Secretary in Whole time Practice for the year 2013 - 2014.
None of the Directors of the Company is concerned or interested in the Resolution.
Presently the Registered office of the Company is situated at Moraiya unit of the
Company. However, the said address is not reflecting correct Postal address. Hence, the Board of Directors as on 26th April, 2013 has decided to shift the registered office of the Company to reflect the correct Postal'address from Survey No. Pj3-4, & 431 Pjl-2, Sarkhej-Bavla Highway, Moraiya, Taluka. Sanand, Dist. Ahmedabad-382213, Gujarat to
Survey No. 427 Pj3-4, & 431 Pjl-2, Sarkhej-Bavla Highway, Village Moraiya, Taluka: Sanand, Dist. Ahmedabad-382213, GUjarat. For this matter, the powers are delegated to the Board to carry out necessary changes.
Further, under Section 146(2) of the Companies Act, 1956 (the Act) provides that the registered office of the Company shall not be changed outside local limits of any city, town or village except with the authority of a special resolution passed by the shareholders.
The Company has started its new office premises at Moraiya unit and all Promoter Directors and key persons have shifted to this new premise in the month of December, 2012. Considering this, for administrative convenience, the Board of Directors of the
Company as on December 12, 2012, had decided to shift the registered office of the Company from Survey No : 344-350, Opp. P.W.D. Stores, Sarkhej Bavla Highway,
Village: Changodar, Taluka: Sanand, District: Ahmedabad-382 213 to Survey No. Pj3-4, & 431 Pjl-2, Sarkhej-Bavla Highway, Moraiya, Taluka. Sanand, Dist. Ahmedabad 382213, w.eJ. December 12, 2012. As, both the premises fall under the same Pin Code
of Postal department, the Company has obtained approval from the Board of Directors and process of shifting of registered office was completed as per the Board resolution. During this process, there was a change of Village from Changodar to Moraiya and so on conservative side and going by the Section 146(2) of the Act, the Board of Directors has decided to obtain members approval by ratifying the earlier resolution passed by the
Board of Directors as on December 12, 2012. Hence the members' approval is sought for.
Your Directors recommend the above Special Resolution for your approval. None of the Directors is anyway concerned or interested in the said Resolution.
Date: 22nd April, 2013 Place: Ahmedabad By order of the Board Regd. Office For TARIL Infrastructure Limited Survey No. 427 Pj3-4 & 431 Pjl-2, Sarkhej - Bavla Highway,
Village: Moraiya, Ta, Sanand, Ahmedabad - 382213 Chairperson
The Board of Directors have pleasure in presenting First Annual Report together with
the Audited Statement of Accounts of your Company for the period ended on 31st March, 2013.
(Rs. In Lacs) Financial Results 2012-2013
Net Revenue form Operation 64.21 Other Income 0.13 Total Revenue 64.34 Cost of Raw Material Consumed 49.98 Manufacturing Expenses 6.69 (Increase)/Decrease in Inventories of Rnished Goods and Process
Stock
-4.50
Employee Benefit Expense 0.82 Finance Cost -Depreciation & Amortization 0.27 Other Expenses 10.61 Total Expenses 63.87 Profit/CLoss) before tax 0.47
Tax Expenses 0.16 Profit/CLoss) after tax 0.31
Operations:
The Company was incorporated as on 2ih August, 2012. During the First Financial year, the Company has started its operation as per its main object clause & achieved Revenue from operation of Rs. 64.34 Lacs. The Company has earned Profit before Tax of Rs. 0.47 Lacs and the net Profit after Tax of Rs. 0.31 Lacs.
In view of marginal profit incurred by the Company, the Directors of the Company have not recommended any dividend for the period ended on 31/03/2013.
Future Prospects:
The Company has come in operation in this fiscal year. Practically, looking at the prospects of erection and commissioning of transformers and also considering support of Transformers and Rectifiers (India) Limited, the company is geared to take growth at the rate of more than 100% in the next two to three years. The company has sufficient order booked for next fiscal.
Directors:
Mrs. Karunaben Mamtora, Mr. Mahendra Vyas and Mr.Sureshchandra Agarwal were appointed as a first Directors of the Company and are proposed to be appointed as Directors of the Company, by the members, in the ensuing general meeting.
Holding Company:
By virtue of investment in 100% of equlty share capital of your company by M/s Transformers & Rectifiers (India) Limited as on 31st March,2013, your company is wholly owned subsidiary of Transformers & Rectifiers (India) Limited, pursuant to Section 4 of the Companies Act, 1956.
Deposits :
The Company has not accepted any Deposits from the Public during the period under review.
Registered Office
During the period, Company has changed its registered office from Survey No.344-350, Opp. PWD Store, Sarkhej-Bavla highway, Village Changodar, Tal. Sanand, Dist. Ahmedabad-382213, GUjarat to Survey No. P/3-4, & 431 P/1-2, Sarkhej-Bavla Highway, Moraiya, Taluka. Sanand, Dist. Ahmedabad-382213, Gujarat.
The information required under section 217(2A) of the Companies Act, 1956 and the rules made there under, is not applicable to the Company, as no employees drawing remuneration of Rs. 60,00,000/- or more per annum employed throughout the year or Rs. 5,00,000/- or more per month employed for a part of the year.
Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 :
• Conservation of Energy and Technology Absorption:
The Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 requires the disclosure of particulars regarding Conservation of Energy and Technology Absorption, as prescribed by the Rules. As the company is not doing any manufacturing activities, the above information are not applicable to the company.
• Foreign Exchange Earnings & Outgo:
There is no Foreign Exchange earnings & outgo during the period.
Directors' Responsibility Statement:
Pursuant to Section 217 (2AA) of the Companies Act,1956 your Directors confirm the following:
1. In the preparation of the annual accounts, the applicable accounting standards have been followed.
2. Your 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 at the end of the financial period ended on 31st March, 2013.
3. Your 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.
4. Your Directors have prepared the attached statements of accounts for the period ended 31't March, 2013 on a going concern basis.
M/s. D. R. Thakkar & Co., Chartered Accountants, retire at the forthcoming Annual
General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed. Notes forming part of the accounts are self explanatory as far as
Auditor's Report is concerned and therefore, it do not require any further comments.
Acknowledgements:
Your Directors would like to place on record their sincere gratitude for the support
received from clients, suppliers and bankers. The Board of Directors also takes this opportunity to acknowledge the dedicated efforts and commitment made by employees
at all levels and their contribution towards the Company during the period.
Date: 22nd April, 2013 Place: Ahmedabad By order of the Board
