AZURE EXIM SERVICES LIMITED (Formerly known as Hindustan Continental Limited) 20 TH ANNUAL REPORT 2012-13 PDF processed with CutePDF evaluation edition www.cutepdf.com
Board of Directors Mr. Dilip Kumar Das Mr. Hari Shankar Prasad Chanau Mr. Shiw Prakash Rajbhar Statutory Auditors Gupta Saharia & Co. Chartered Accountant, Mumbai Bankers AXIS Bank Limited Share Transfer Agent: Sharepro Services (India) Pvt. Ltd. 13 AB Samhita Warehousing Complex, II Floor, Sakinaka Telephone Exch. Lane, Off Andheri Kurla Road, Sakinaka, Andheri [E], Mumbai 400 072 Registered Office: 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi 421302
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 NOTICE Notice is hereby given that the Twentieth Annual General Meeting of the members of AZURE AZURE EXIM SERVICES LIMITED will be held at 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi 421302, Maharashtra on Monday 30 th September, 2013 at 11.00 A.M. to transact the following Businesses: Ordinary Business: 1. To Consider and adopt the audited Balance Sheet as at March 31, 2013, the Profit and Loss Account for the year ended on that date and the reports of the Directors and Auditors thereon. 2. To appoint a director in place of Mr. Dilip Kumar Das, who retires by rotation and being eligible offers himself for re-appointment. 3. To appoint Statutory Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai (Firm Reg. no. 103446W), be and are hereby appointed as the statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting at a remuneration as may be decided by the Board of Directors. By Order of the Board of Directors For Azure Exim Services Limited Sd/- Place : Mumbai Shiw Prakash Rajbhar Date : 14 th August, 2013 Director
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 NOTES: I. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote instead of himself and proxy need not be a member of the company. Proxies in order to be effective must be received at the registered office of the company not less than 48 hours before the commencement of the meeting. II. Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting. III. The Transfer Register and the Register of Members shall remain closed from Thursday, 26 th September, 2013 to Monday, 30 th September, 2013 (both days inclusive). IV. Members are requested to intimate changes, if any, immediately to the Company s Registrar and Transfer Agents, Sharepro Services (India) Pvt. Ltd, in their registered address, in case of shares held in physical form and to the respective Depository Participants in case of shares held in electronic mode. V. All documents referred to in the notice are open for inspection at the registered office of the companies during office hours. VI. As a measure to save the cost, copies, of the annual report will not be distributed at the Annual General Meeting. Members are therefore requested to bring their copies of the annual report to the meeting. VII. Members desirous of obtaining any information concerning the accounts and operations of the company are requested to send their queries at least seven days before the date of the Meeting of the company so that the information required may be made available at the meeting VIII. Members are requested to bring the Attendance Slip sent herewith duly filled for attending the Meeting.
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 Details of Directors seeking appointment / reappointment at the forthcoming Annual General Meeting (Pursuant to clause 49 of the Listing Agreements entered into with the Stock Exchanges) Name of the Director Mr. Dilip Kumar Das Director Identification Number 03594093 Date of Birth 07-07 - 1959 Nationality Indian Relationship with other Directors Interse Nil Date of Appointment 23-01 - 2012 No. of Equity Shares held in the Company Nil Directorship in other Indian Public Limited Companies as on 31.03.2013 Nil Chairmanship / Membership of Committees in other Indian Public Limited Companies as on Nil 31.03.2013
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 DIRECTORS REPORT TO MEMBERS To the members of Azure Exim Services Limited (Formerly Known as Hindustan Continental Limited) The Directors have the pleasure in presenting the Twentieth Annual Report on the business and operation of the company together with the Audited Annual Accounts for the year ended 31 st March 2013 1. PERFORMANCE OF THE COMPANY: Your Company s performance for the year 2012-13 is as summarized below: (Rs. in Lakhs) 2012-13 2011-12 Total Income 30.67 193.10 Total Expenditure 29.08 213.50 Profit Before Tax 1.59 (20.39) Provision for Tax 1.52 (5.02) Profit / (Loss) After Tax 0.07 (25.41) Add: Surplus brought forward from previous year 43.50 68.91 2. DIVIDEND: To conserve the resources of the company your Directors does not recommend any dividend for the year under consideration. 3. TRANSFER TO RESERVES: The Company has transferred all its profit earned for the year to its Reserves and Surplus Account. 4. REVOCATION OF SUSPENSION: BSE Limited (BSE), where the Company s securities are listed, have restored the listing status, earlier suspended due to penal reasons, and permitted trading in equity shares of the Company w.e.f. 11.07.2012. Further, the Company s securities were admitted into both the Depositories i. e. Central Depository Services (India) Limited (CDSL) as well as National Securities Depository Limited (NSDL). Consequently, the securities are now traded in both physical as well as dematerialized form. 5. PUBLIC DEPOSITS: During 2012-13, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 6. DIRECTORS: i). Composition of Board of Directors: The Board comprises of three Directors, of which two are Independent Non- executive Directors. ii) Retirement by Rotation: In accordance with the requirements of Companies Act, 1956, and provisions of Articles of Association of the Company, the Director Mr. Dilip Kumar Das retires by rotation and being eligible, offer himself for re- appointment. iii) Changes during the year: During the year Mr. Vinod Jain resigned as Director of the Company with effect from 3 rd October 2012 and no other change has taken place in the Board. 7. AUDITOR S REPORT Observations made in the report are self explanatory and do not call for any further comments from the Director under Section 217 (3) of the Companies Act, 1956. 8. AUDITORS M/s. Gupta Saharia & Co., Chartered Accountants, the retiring auditors of the company, have been appointed as Statutory Auditors from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the company. M/s. Gupta Saharia & Company, Chartered Accountants have confirmed their eligibility and willingness to act as auditors of the Company. 9. PARTICULARS OF EMPLOYEES There are no employees drawing remuneration which falls within the limits prescribed under section 217(2A) of the Companies Act, 1956 10. ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988: a) Conservation of Energy: Energy conservation efforts in the Company are being pursued on a continuous basis. Close monitoring of power consumption is maintained to minimize wastage and facilitate optimum utilization of energy. Regular maintenance and repairs of all the equipment and machinery is carried out to ensure optimum efficiency.
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 b) Foreign exchange earnings and outgo: The Company has neither received any income nor incurred any expenditure in foreign exchange. 11. CORPORATE GOVERNANCE REPORT The Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices, and the Certificate on Compliance of mandatory requirements thereof are given as an annexure to this report. 12. DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm: a) That in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed and that there are no material departures from the same; b) That they 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 year and of the profit of the Company for the period; c) That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) That they have prepared the annual accounts on a going concern basis 13. APPRECIATION & ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation to all stakeholders and more specifically, the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to achieve remarkable growth. The Board also acknowledges the unstinted support of the customers, suppliers, investors, bankers, Central and State Governments and other statutory authorities and other associated with the Company. By Order of the Board of Directors For Azure Exim Services Limited Sd/- Place : Mumbai Shiw Prakash Rajbhar Date : 30.05.2013 Director
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 REPORT ON CORPORATE GOVERNANCE FOR THE FINANCIAL YEAR 2012-13 A report on Corporate Governance, pursuant to Clause 49 of the Listing Agreement, is as given below: 1. COMPANY S PHILOSOPHY ON THE CORPORATE GOVERNANCE The Company is committed to the adoption of best corporate governance practices which ensures accountability of management and maximization of stakeholders value. We shall strive to put in place process, system, control and governance structures for protecting and furthering the interest of our stakeholders. 2. BOARD OF DIRECTORS a) Composition The Composition and Categories of Directors is as follows: Name Mr. Shiw Prakash Rajbhar Mr. Dilip Kumar Das Mr. Hari Shankar Prasad Chanau Mr. Vinod Jain (Resigned w.e.f. 03.10.2012) b) Board Meetings Category Executive and Professional Non Executive and Independent Non Executive and Independent Non Executive During the year under review, the Board of Directors of the Company met Seven times and the period between any of the two meetings did not exceed three months. The dates for the Board Meeting held during the each quarter are as follows: 07.04.2012, 14.05.2012, 14.08.2012, 31.08.2012, 03.10.2012, 14.11.2012 and 14.2.2013. As required under Annexure I A to Clause 49 of the Listing Agreement with the Stock Exchanges, all the necessary information was placed before the Board from time to time. 3. ATTENDANCE, DIRECTORSHIP AND COMMITTEE MEMBERSHIP AS ON 31.03.2013 Sr. No. Name of Director Category No. of Board Meeting Attended Attendance at the last AGM No. of Directorship in other Public Companies Companies No. of Membership of Committees in other Public Companies Member Chairman 01. Mr. Shiw Prakash Rajbhar Executive 7 Yes 2 Nil Nil 02. Mr. Dilip Kumar Das Non Executive 7 Yes 2 1 Nil 03. Mr. Hari Shankar Prasad Chanau Non Executive 7 Yes 2 Nil Nil 04. Mr. Vinod Jain (Resigned on 3.10.2012) Non Executive - No Nil Nil Nil
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 4. All the relevant information, as recommended by the Securities and Exchange Board of India (SEBI)/Stock Exchanges, is promptly furnished to the Board from time to time in a structured manner. 5. The Company has adopted a Code of Conduct for its Executive and Non Executive Directors and all Non Executive Directors have affirmed compliance with the said code. All the Senior Management of the Company has affirmed compliance with the Code of Conduct. The Annual Report of the Company contains a Certificate duly signed by the Executive Director in this regard. 6. The details of Directors seeking appointment / re-appointment have been provided along with the Notice of the Annual General Meeting. 7. The Company has a well defined risk management framework in place. The Risk Management framework adopted by the Company is discussed in the Management Discussion and Analysis chapter of this Annual Report. The Board assesses the risk and the procedures being followed by the Company and steps taken by it to mitigate these risks. 8. BOARD COMMITTEES Your Company has three major Board Level Committees: Audit Committee Remuneration Committee Shareholders/Investor Grievance Committee a) AUDIT COMMITTEE: The Audit Committee met Four Times on 14.05.2012, 14.08.2012, 14.11.2012 and 14.2.2013. The composition of the committee and attendance during the year: Name of Directors No. of Meetings held & Attended Mr. Dilip Kumar Das Chairman 4 Mr. Shiw Prakash Rajbhar 4 Mr. Hari Shankar Prasad Chanau 4 All the members of the committee have financial knowledge within the meaning of the explanation to Clause 49 (II) (A) of the Listing Agreement. The terms of reference of the Audit Committee are in accordance with those specified in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. b) REMUNERATION COMMITTEE: The Remuneration Committee met once during the year. Remuneration committee was constituted to recommend / review the remuneration package of the Managing / Executive Director(s). As required under clause 49 of the Listing Agreement the Constitution of the Committee is as under: Name of Directors No. of Meetings held & Attended Mr. Dilip Kumar Das Chairman 1 Mr. Shiw Prakash Rajbhar 1 Mr. Hari Shankar Prasad Chanau 1
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 Remuneration for Non-Executive Director: No remuneration has been paid to Non- Executive Directors. Non- Executive Directors have not been paid any sitting fees for attending Board and committee meetings. DETAILS OF SHARES HELD: The shares held by the Directors of the Company as on 31 st March 2013 are given below: Name of Director Mr. Dilip Kumar Das - Chairman Mr. Shiw Prakash Rajbhar Mr. Hari Shankar Prasad Chanau No. of Shares held (Rs.10/-) Nil Nil Nil c) SHAREHOLDERS/ INVESTOR S GRIEVANCE COMMITTEE The investor s grievance committee comprises: Name of Directors Mr. Dilip Kumar Das Chairman Mr. Shiw Prakash Rajbhar Mr. Hari Shankar Prasad Chanau The terms of reference of the Committee consist of: i) Monitoring the response to investor questions and grievances; ii) Approving share transfers, transmissions, queries and grievances; The shares of the Company are listed on the Stock Exchange, Mumbai. During the year under report the Company did not receive any shareholder complaints as certified by the Share Transfer Agent of the Company. There were no pending share transfers or complaints as on 31 March, 2013. Name and Designation of Compliance Officer: Mr. Shiw Prakash Rajbhar (Director & Compliance officer). 9. GENERAL BODY MEETINGS The details of the Annual General Meetings held in the past three years and the special resolutions passed there at are as follows: Year Date & Venue Time 2009-10 2010-11 2011-12 September 30, 2010, A-01, Ground Floor, Kalyan Bhavan, Plot No. 406, Andheri (East), Mumbai 400 069. September 30, 2011, Shop No. 8, Crystal Court, Near Powai Police Station, Chandivali, Andheri (East), Mumbai - 400 072 September 26, 2012, 461, Nandan Arcade, Kap Kaneri, Opp. to SBI, Ashok Nagar, Bhiwandi-421302 No. of Special Resolution Resolution through Postal Ballot 11.00 am Nil Nil 11.00am Nil Nil 11.00 am Nil Nil
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 10. DISCLOSURES: i. There were no materially significant related party transactions entered into by the Company with its promoters, Directors or the Management, their relatives or subsidiaries that may have potential conflict with the interest of the Company at large. ii. iii. The financial statements have been prepared in accordance with the accounting standards and policies generally accepted in India. Due to non-compliance with the Listing agreement requirements BSE limited had suspended the company. However, during the year all compliances were done and Company has successfully revoked suspension from BSE Limited and Hence the securities are now tradable. iv. The Company has implemented the mandatory requirements of Corporate Governance as set out in the Listing Agreement. In respect of compliance with the non-mandatory requirements, the Company has constituted a Remuneration Committee, the details whereof are given under the heading Remuneration Committee. The quarterly and half yearly financial result are published in the newspapers. v. As required by Clause 49 of the Listing Agreement, a Certificate from Auditor certifying the compliance by the Company with the provisions of Corporate Governance of the Listing Agreement is given as at the beginning of this Report. vi. The Company has Whistle Blower Policy (WBP) in line with Clause 7 of Annexure 1D to Clause 49 of the Listing Agreement. The Company affirms that no employee has been denied access to the Audit Committee. 11. MEANS OF COMMUNICATION: i. The quarterly un-audited financial results are published in leading English and Vernacular newspapers. The half yearly report is not sent separately to the Shareholders. Annual Reports are sent to the shareholders at their registered address with the company. The Results are displayed at the website of the company i.e. www.azureexim.com ii. The Management Discussion and Analysis Report, in compliance with the requirements of Clause 49 of the Listing Agreements is Annexed to the Directors Report and form part of this Annual Report being sent to all the members of the Company. All matters pertaining to industry structure and developments, opportunities and threats, outlook, risks and concerns, internal control and systems, etc. are discussed in the above said report.
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 12. SHAREHOLDER S INFORMATION: Sr. No. Subject Details 1. AGM date, time and venue Date: Monday, 30 September, 2013 Time: 11.00 A.M. Venue: 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi 421302, Maharashtra 2. Financial Year April 1, 2012 to March 31, 2013 3. Date of Book Closure Thursday, 26 th September, 2012 to Monday 30 th September 2013, (both days inclusive) 4. Listing on Stock Exchange(s) BSE Limited, Mumbai 5. Listing Fees The Annual listing fees for the year 2013-14 as prescribed has been paid to the Bombay Stock Exchange where the equity shares of the company are listed. 6. Stock code BSE : 531783 ISIN No. INE837F01016 7. Registrar and Transfer Agent Sharepro Services (India) Pvt Ltd. 13 AB, Samhita Warehousing Complex,2 nd Floor, Sakinaka Telephone Exch. Lane, Off Andheri Kurla Road, Sakinaka,Andheri [E], Mumbai 400 072. b) MARKET PRICE DATA: The monthly high / low market price of the shares during the year 2012-13 at the BSE Limited is asunder: Month BSE LIMITED (BSE) High (in Rs. per share) Low (in Rs. per share) April 2012 - - May 2012 - - June 2012 - - July 2012 - - August 2012 - - September 2012 - - October 2012 - - November 2012 3.25 3.25 December 2012 - - January 2013 - - February 2013 3.75 3.41 March 2013 7.45 3.93
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 c) DISTRIBUTION OF SHAREHOLDING: The distribution of shareholding as on 31 st March, 2013 is given below: Sr. No No of Equity Shares No. of No. of Shares % of Total Shareholders (Rs.10/-) shares 1. Less than 500 24 3,866 0.043 2. 500-1000 6 5,658 0.063 3. 1001-2000 11 20,003 0.223 4. 2001-3000 15 40,880 0.456 5. 3001-4000 14 52,900 0.590 6. 4001-5000 13 63,718 0.711 7. 5001-10,000 36 2,71,175 3.027 8. 10,001 & Above 137 85,01,400 94.89 TOTAL 237 89,59,600 100.00 d) DEMATERIALISATION OF SHARES AND LIQUIDITY: The Company s shares are compulsorily traded in dematerialised form and are available for trading on both the Depositories in India National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Particulars of Shares Equity Shares of Rs.10 each Number % of total Dematerialised form NSDL 43,86,763 48.96% CDSL 27,67,287 30.88% Sub Total 71,54,050 79.84% Physical form 18,05,550 20.16% Total 89,59,600 100.00% e) ADDRESS FOR CORRESPONDENCE Shareholders may correspond with the Registrar and Transfer Agent, at the address mentioned here in above on all matters relating to transfer of shares and credit of shares in Demat Account. Members may contact for all investor related matters at the registered office of the company at the following address: Azure Exim Services Limited 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi 421302, Maharashtra 13. CORPORATE ETHICS The Company adheres to the highest standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealings. A Code of Conduct for Board Members and a Code of Conduct for Prevention of Insider Trading as detailed below has been adopted pursuant to clause 49 (D) of the Listing Agreement & the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (as amended), respectively;
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 a. Code of Conduct for Board Members and Senior Management: The Company has adopted the Code of Conduct for its Board members and Senior Management. The Code highlights Corporate Governance as the cornerstone for sustained management performance, for serving all the stakeholders and for instilling pride of association. b. Declaration affirming compliance of Code of Conduct: The Company has received confirmations from the Directors as well as Senior Management Executives regarding compliance of the Code of Conduct during the year under review. A declaration by Managing Director affirming compliance of Board members and senior management personnel to the Code is also annexed herewith. c. Code of Conduct for Prevention of Insider Trading: The Company has adopted the Code of Conduct for Prevention of Insider Trading for its Management and Directors. The Code lays down guidelines and procedures to be followed and disclosures to be made by directors, top level executives and staff whilst dealing in shares. The Managing Director has been appointed as the Compliance Officer and is responsible for adherence to the Code. d. Compliance Certificate: The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of corporate governance as stipulated in clause 49, which is annexed herewith. 14. DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT: As provided under clause 49 of the listing agreement, the board members and senior management personnel have affirmed compliance with the code of conduct for the year ended 31.03.2013. By Order of the Board of Directors For Azure Exim Services Limited Sd/- Place : Mumbai Shiw Prakash Rajbhar Date : 30.05.2013 Director
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 Chief Executive Officer Certificate I, Shiw Prakash Rajbhar, Director of the company, responsible for the finance function certify that: 1) I have reviewed the financial statements & cash flow statement for the year ended March 31, 2013 and to best of my knowledge and belief: a. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; b. These statements together present a true and fair view of the company s affairs and are in compliance with existing accounting standards, applicable laws and regulations. 2) To the best of our knowledge and belief, no transactions entered in to by the company during the year ended March 31, 2013 are fraudulent, illegal or violating of the company s code of conduct. 3) I accept the responsibility for establishing and maintaining internal controls for financial reporting and I have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which I am aware, have been disclosed to the auditors and the Audit Committee and the steps have been taken to rectify these deficiencies. 4) There have not been any significant change in internal control over financial reporting during the year under reference; There has not been any significant change in accounting policies during the year except as laid down in Accounting Standards (AS) 15 (revised 2005) or employee benefits. Requiring disclosers in the notes to the financial statements; and I am not aware of any instances during the year of significant fraud with involvement therein of the management or any employee having a significant role in Company s internal control system over financial reporting. For Azure Exim Services Limited Sd/- Place : Mumbai Shiw Prakash Rajbhar Date : 30.05.2013 Director
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE: We have examined the compliance of the conditions of Corporate Governance by AZURE EXIM SERVICES LIMITED for the year ended 31 st March, 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with the BSE Limited. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For: M/s Gupta Saharia & Co. Chartered Accountants Sd/- (Suresh Saharia) Partner Place: Mumbai Membership No.: 040180 Date: 30.05.2013
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS: The Latin America and Caribbean is a vast untapped market as the potential destinations for exports from India. There is a huge opportunity available which is achievable due to the compatibility on cultural front as well as the fact that Indian technology and Latin America natural and social capital make a great fit. We are a group of professionals committed to helping companies that sell or buy internationally or that want to start selling or buying internationally, to find its strategic partners across the globe. BUSINESS OVERVIEW: At Azure Exim Services Limited, our team of expert consultants provide vital consultancy to our customers in the field of import and export industry. Our customers get more value for money since we also handle the customs brokering, documentation and inland clearance, offering hassle free customs clearance services. Combining professional skills, innovative techniques and the resolution to excel, we endeavor to achieve total customer satisfaction OPPORTUNITIES AND THREATS: The Company s ability to foresee and manage business risks is crucial in achieving favorable results. While management is positive about Company s long term outlook, we are subject to few risks and uncertainties as given below. MANPOWER: The timely availability of skilled and technical personnel is one of the key challenges. The Company maintains healthy and motivating work environment through various measures. This will help the Company to retain and recruit skilled work force resulting in the timely completion of the projects. FINANCIAL AND OPERATING PERFORMANCE: The total income of the Company for the year 2012-13 is Rs.30.68 as compared to Rs.193.10 lakhs in 2011-12 during the previous year. The Company has earned profit of Rs. 6,928 and had incurred loss of Rs.25,41,102 during the previous year. The Company expects to earn increased revenues in the near future. RISKS, INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has adequate internal control procedure commensurate with its size and nature of the business. The internal control system is supplemented by extensive internal audits, regular reviews by management and well-documented policies and guidelines to ensure reliability of financial and all other records to prepare financial statements. The Company continuously upgrades these systems in line with best accounting practices.
AZURE EXIM SERVICES LIMITED ANNUAL REPORT 2012-13 ABILITY TO HIRE, TRAIN AND RETAIN PEOPLE: Human Resources are important asset of any business. Skilled and technical staff is required by us for our project. We take up various projects based on availability of right mix of man power. Thus our growth is likely to be affected by our ability to attract and retain skill and technical manpower. Our Ability to hire, train and retain people will determine the ability of our company to achieve desired objectives. CAUTIONARY STATEMENT: Statements in the Management Discussion and Analysis describing the Company s objectives, projections, estimates, expectations may be forward looking statements within the meaning of applicable securities, laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence the Company s operations include economic developments within the country, demand and supply conditions in the industry, input prices, changes in Government regulations, tax laws and other factors such as litigation and industrial relations.
AZURE EXIM SERVICES LIMITED (Formerly known as Hindustan Continental Limited) 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi - 421302 Attendance Slip Name of the attending Member (In Block Letters): Folio No : Name of the Proxy : (To be filled in if the Proxy attends instead of the Member) No. of Shares held : (in words) I hereby record my presence at the 20 th Annual General Meeting of the Company at 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi - 421302 on Monday, 30 th Day of September, 2013 at 11:00 AM and at any adjournment thereof. Member s/proxy s Signature (To be signed at the time of handing over this slip) {NOTE: Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and hand over the same at the entrance after the same has been duly signed] AZURE EXIM SERVICES LIMITED (Formerly known as Hindustan Continental Limited) 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi - 421302 PROXY FORM I/We... of... being a Member/Members of the above named Company, hereby appoint...or failing him... as my / our Proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Monday, 30 th September, 2013, at 11:00 a.m. and at any adjournment thereof. Signed this... day of... 2013. Folio No: No. of Shares: DP ID: Signature Affix Re. 1.00 Revenue Stamp N.B.: This proxy must be deposited at the Registered Office of the Company at 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi - 421302 at least 48 hours before the meeting.
BOOK POST If Undelivered Please Return to: AZURE EXIM SERVICES LIMITED (Formerly known as Hindustan Continental Limited) Registered Office: 416, Nandan Arcade, Kap Kaneri, Opp. State Bank of India, Ashok Nagar, Bhiwandi - 421302