SCOPE INDUSTRIES (INDIA) LIMITED · 2011. 4. 4. · SCOPE INDUSTRIES (INDIA) LIMITED 1 26th Annual General Meeting 28th September, 2010 at 11.00 A.M. Hotel Swagath, 2nd floor, Alluri

SCOPE INDUSTRIES (INDIA) LIMITED 1

26th Annual General Meeting 28th September, 2010

at 11.00 A.M. Hotel Swagath, 2nd floor,

Alluri Trade Centre, Opp KPHB, Kukatpally, Hyderabad-72 Andhra Pradesh, INDIA.

Contents : Page No.✧ Corporate Information 02

✧ Notice 03

✧ Director’s Report 06

✧ Report on Corporate Governance 10

✧ Auditor’s Report 22

✧ Balance Sheet 27

✧ Profit&LossAccount 28

✧ Cash Flow Statement 29

✧ Schedules 30

✧ Notes on Accounts 32

✧ Abstract of Balance Sheet 35

✧ Attendance/Proxy 36


BOARD OF DIRECTORS

Sri A V D Nageswara Rao : ChairmanSri M.Srikanth : Managing DirectorSri G.Satyanarayana Vara Prasad : DirectorSri P V S Gangadhara Rao : DirectorSri B.Vijay Kumar : DirectorSri K Y Vidya Sagar : Director

STATUTORY AUDITORS:

S S SRAVAN & ASSOCIATESChartered AccountantsH No. 6-3-1246, Flat No. 603,Marvel residency,Somajiguda,Hyderabad-500082

REGISTERED OFFICE:

Door No.8-3-1063 Plot No.15 Flat No.301,Jyothi Palace, Sri Nagar Colony,Hyderabad- 500073

REGISTRARS & TRANSFER AGENTS:

Venture Capital & Corporate Investments (P) Ltd12-10-167, Bharath Nagar Colony,HYDERABAD – 500 018

LISTED AT:

Bombay Stock Exchange Limited


NOTICE

Notice is hereby given that the 26th Annual General Meeting of the members of the company will be held on TUESDAY, 28th SEPTEMBER, 2010 at 11.00 A.M. at Hotel Swagath, 2nd floor, Alluri Trade Centre, Opp KPHB, Kukatpally, Hyderabad-72 to transact the following items of business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2010 and Profit & Loss Account for the financial year ended on that date together, with the report of the Board of Directors and Auditors thereof.

2. To appoint a director in place of P V S Gangadhara Rao who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint a director in place of B Vijay Kumar who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint Statutory Auditor of the Company to hold the office as such from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to authorize the Board of Directors to fix the remuneration.

SPECIAL BUSINESS

5. APPOINTMENT OF SRI A V D NAGESWARA RAO AS DIRECTOR :

To consider and if thought fit, to pass with or without modification(s), the following resolution as an “ORDINARY RESOLUTION”:

“RESOLVED THAT pursuant to the provisions of Section 257 and all other applicable provision, if any, of the Companies Act, 1956 Sri A V D Nageswara Rao, who was appointed as an Additional Director on 4th June 2010 and who holds office as such up to the date of this Annual General Meeting and in respect of whom a notice under Section 257 of the Companies Act, 1956 has been received in writing proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company who is liable to retire by rotation.”

6. APPOINTMENT OF SRI G.SATYANARAYANA VARA PRASAD AS DIRECTOR :

To consider and if thought fit, to pass with or without modification(s), the following resolution as an “ORDINARY RESOLUTION”:

“RESOLVED THAT pursuant to the provisions of Section 257 and all other applicable provision, if any, of the Companies Act, 1956 Sri G Satyanarayana Vara Prasad,


who was appointed as an Additional Director on 4th June 2010 and who holds office as such up to the date of this Annual General Meeting and in respect of whom a notice under Section 257 of the Companies Act, 1956 has been received in writing proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company who is liable to retire by rotation.”

BY ORDER OF THE BOARD

sd/-

Place: Hyderabad M.SrikanthDate: 31.08.2010 Managing Director

NOTES

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 such proxy need not be a member of the company. The proxy in order to be effective must be deposited at the Registered Office of the company not less than 48 hours before the commencement of the meeting.

2) The Register of the members and share transfer register of the Company will remain closed from Friday 24th September, 2010 to Tuesday, 28th September, 2010 (both days inclusive).

3) Members are requested to quote ledger folio number in all their correspondence to avoid delay in communication.

4) Members are advised to consolidate their ledger folios where they are holding shares in different folios in the same name/sequence of names

5) The relative Explanatory Statement, pursuant to Section 173 (2) of the Companies Act, 1956, in respect of the Special Business is Annexed hereto

6) Members are requested to:

a. Send their queries, if any, to reach the Company’s Registered Office at Hyderabad at least 10 days before the date of the meeting so that information can be made available at the meeting.

b. Please bring the copy of the Annual Report at the Meeting.


sd/-Place: Hyderabad M.SrikanthDate: 31.08.2010 Managing Director


EXPLANATORY STATEMENT (PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT 1956)

Item 4:

The members may note that Sri A V D Nageswara Rao was inducted into the Board as Additional Director of the Company with effect from 4th June, 2010 pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Article of Association. The said Director holds the said office upto the ensuing Annual General Meeting.

The Company has received notice in writing from a member of the Company along with a deposit of Rs.500/- under Section 257 of the Companies Act, 1956 proposing the candidature of Sri A V D Nageswara Rao for the Office of Director, whose period of office is determinable by retirement of Directors by rotation.

As per the provisions of Section 257 of the Act, any such proposal needs to be approved by the members in their General Meeting.

Hence, the Board recommends the respective resolution for your approval.

None of the Directors, except Sri A V D Nageswara Rao & G. Satyanaryana Vara Prasad is interested in this resolution.

ITEM NO 5

The members may note that Sri G Satyanarayana Vara Prasad was inducted into the Board as Additional Director of the Company with effect from 4th June, 2010 pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Article of Association. The said Director holds the said office upto the ensuing Annual General Meeting.

The Company has received notice in writing from a member of the Company along with a deposit of Rs.500/- under Section 257 of the Companies Act, 1956 proposing the candidature of Sri G Satyanarayana Vara Prasad for the Office of Director, whose period of office is determinable by retirement of Directors by rotation.

As per the provisions of Section 257 of the Act, any such proposal needs to be approved by the members in their General Meeting.

Hence, the Board recommends the respective resolution for your approval.

None of the Directors, except Sri A V D Nageswara Rao & Sri G Satyanarayana Vara Prasad is interested in this resolution.


ADDITIONAL INFORMATION ON DIRECTORS APPOINTED AND RETIRING BY ROTATION AND SEEKING RE-APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING IN TERMS OF CLAUSE 49 OF THE LISTING AGREEMENT.

A V D NAGESWARA RAO

Sri A V D Nageswara Rao S/o Sri A Bhaskara Rao aged about 60 years. He has an experience of more than 35 years in the field of Infrastrucutre and real estate activities. He has completed many projects in the state of Andhra Pradesh and has good network around the state.

He neither holds any directorship nor membership of any committee, other than that of the Company.

G SATYANARAYANA VARA PRASAD

Sri G Satyanarayana Vara Prasad S/o G Venkatappaiah, aged about 65 years, He has got 25 years experience in the field of Textile & real estate.


P V S GANGADHARA RAO

Sri P V S Gangadhara Rao S/o P Uma Maheshwara Rao, aged about 51 years, is a Master of Business Application (Finance). He has got 23 years experience in the field of Finance. He is appointed as the Chairman of the Audit Committee and his experience will help the Company in Financial decision making.


Shareholding in the Company: NIL

B VIJAY KUMAR

Sri B Vijay Kumar S/o B Chidambara Rao, aged about 47 years, He has got 15 years experience in the field of Construction and real estate. He is appointed as the member of the Audit Committee


Shareholding in the Company: NIL


DIRECTORS’ REPORT

To.The Members,Scope Industries (India) Limited

Your Directors have pleasure in presenting herewith the 26th Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

During the Financial year under review the company has not carried out any commercial production.

FUTURE OUT LOOK

The Company has changed the main line of activity from Marble business to Infrastructure & related areas by amending the Main Objects and Your Board of Directors are hope full in chalking out various business plans and talks are with many prospective investors

DIVIDEND:

In view of non-performance of the Company for the current financial year, the Board of Directors expresses their inability to recommend any dividend for the year.

PARTICULARS OF EMPLOYEES: There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.2,00,000/- per month, if employed for the part of year or Rs.24,00,000/- per annum during the financial 2009-2010 .

DIRECTORS:

Sri P V S Gangadhara Rao and Sri B Vijay Kumar, Directors of your company retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, offers them selves for re-appointment

Sri A V D Nageswara Rao and Sri G Satyanarayana Vara Prasad appointed were as Additional Directors w.e.f 4th June, 2010:

The Company has received individual notices from the members of the Company complying with the provisions of the Section 257 of the Act, proposing their respective candidature for the office of Directors.


DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your company hereby confirm that:

1. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2010 and of the profit and loss of the company for that period;

3. The 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 frauds and other irregularities;

4. The directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. S S SRAVAN & ASSOCIATES Chartered Accountants, Statutory Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The company has received a certificate from the Auditors to the effect that their appointment, if made will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board recommends their appointment

CHANGE OF NAME AND MAIN OBJECTS OF THE COMPANY

During the Financial year under review the Company has changed the name form M/s Jain Marble Udhyog Limited to M/s Scope Industries (India) Limited and received the approval from the Registrar of Companies, Andhra Pradesh vide certificate dated 15th June, 2010 and Company has changed its main line of activity from Marble to Constructions Business.

CHANGE IN THE MANAGEMENT OF THE COMPANY

There was change in Management of the Company under Regulation 12A of the SEBI (SAST) Regulations 1997. Wherein Sri A V D Nageswara Rao & Sri G Satyanarayana Vara Prasad became new promoters of the company

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy – The present operation of the Company do not involve high energy consumption. However steps being taken to minimize energy consumption where ever possible


B. Research & Development - Not Applicable

C. Technology Absorption - Not Applicable

D. Foreign Exchange Earnings & Outgo : (In Rs. Lakhs)

2009-2010 2008-09 Foreign Exchange earnings Nil Nil Foreign Exchange outgo Nil Nil

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchanges. Report on Corporate Governance including Auditor’s Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure 1 to this report.

MANAGEMENT & DISCUSSION ANALYSIS

As all the members are well aware that the company has sold its factory and has paid all the debts, there after board of directors are searching new business plans for the Future of the Company.

Recently there was change in the management of the Company and the new management has changed the name and the main objects of the Company.

Your Board of Director’s have ventured into infrastructure & related areas and they are hopefully that they will soon re start the commercial production of the Company

FIXED DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

ACKNOWLEDGEMENTS:

Your directors express their sincere appreciation and gratitude to all Employees, Shareholders, the Suppliers, Customers and various authorities who have extended their immense support to the organization.


Sd/-Place : Hyderabad A V D NAGESWARA RAODate : 31.08.2010 Chairman


REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:

We believe that our company shall go beyond adherence to regulatory framework. Our corporate structure, business and disclosure practices have been aligned to our Corporate Governance Philosophy. Transparency, accountability, fairness and intensive communication with stakeholders are integral to our functioning. We believe in system driven performance and performance oriented systems. We accord highest priority to these systems and protect the interests of all our shareholders, particularly the minority shareholders.

We have tried to blend growth and efficiency with governance and ethics. Our Board of Directors, guided by the mission statement, formulate strategies and policies having focus on optimizing value for various stakeholders like consumers, shareholders and the society at large.

2. BOARD OF DIRECTORS:

• Composition of Board of Directors

At present, the strength of the Board is Six Directors. The Board comprises of 3 Executive and 3 Non-Executive Independent Directors.

• Board meeting and attendance

Five Board Meetings were held during the Financial Year and the gap between two board meetings did not exceed four months.

The dates on which meeting were held are as follows:

30.04.2009 31.07.2009 31.08.2009 31.10.2009 28.01.2010


The constitution of the Board is given below:

Sl. Director Category Attendance Attenda Other BoardsNo at AGM ance in held on Board 30.09.2009 Meeting Held Attended Director Committee Committee Ship Chairman ship Member ship

1. A V D Nageswara Rao# Chairman No 5 -- Nil Nil Nil

2 M.Srikanth Managing Director No 5 - Nil Nil Nil

3 Sri Pavan Jain@ Managing Director Yes 5 4 Nil Nil Nil

4 Sri Moolchand@ Director No 5 3 Nil Nil Nil

5 G.Satyanarayana Director Vara Prasad# No 5 2 Nil Nil Nil

6 Sri V Satyanarayana Non Executive & Reddy @ Independent Director No 5 - Nil Nil Nil 7 Sri P V S Non Executive Gangadhara Rao Independent Director Yes 5 5 Nil Nil Nil

8 Sri K Y Vidya Non Executive Sagar Independent Director Yes 5 5 Nil Nil Nil

9 Sri B Vijay Kumar Non Executive Yes 5 5 Nil Nil Nil Independent Director

@: The following directors of the company were resigned from the Board# : The following Directors of the Company were appointed in the Board

3. AUDIT COMMITTEE:

► Brief description of terms of reference

• Review the un-audited quarterly results, half yearly and annual accounts of the company

• Oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• Recommending the appointment and removal of Statutory auditors, fixation of audit fee and also approval for payment of any other services


• Reviewing with the management, the annual financial statements before submission to the Board focusing primarily on:

(i) Any changes in accounting policies and practices(ii) Major accounting entries based on exercise of judgment by management(iii) Qualifications in draft audit reports(iv) Significant adjustments arising out of the audit(v) The going concern assumption(vi) Compliance with accounting standards

• Any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relative etc.; that may have potential conflict with the interests of the company at large

• Reviewing with management, external and internal auditor’s, the adequacy of internal control systems

• Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

• Discussion with internal auditors any significant findings and follow-up thereon.

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected of fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board

• Discussion with external auditors before the audit commences, on the nature and scope of audit as well as have post- audit discussion to ascertain any areas of concern

• Reviewing the company’s financial and risk management policies

• To look into and review the reasons for substantial defaults, if any, in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

The Chairman of the Audit Committee shall be present at the Annual General Meeting of the Company to provide any clarification on queries from shareholders.


► Composition

The Audit Committee of the Company comprise of the following Directors:

Name of the Director Designation

Sri P V S Gangadhara Rao Chairman

Sri K Y Vidya Sagar Member

Sri B Vijay Kumar Member

► Meetings and Attendance during the Financial Year:

MEETINGS:

The Audit committee of the Board met Five times during the year, the meetings was held for approval of Un- Audited Financial Results and Audited Financial results of the Company i.e. on:

30.04.2009 31.07.2009 31.08.2009 31.10.2009 28.01.2010

ATTENDENCE:

Name No of Meetings Held No of Meetings Attended

Sri P V S Gangadhara Rao 5 5

Sri K Y Vidya Sagar 5 5

Sri B Vijay Kumar 5 5

The un- audited financial results for each quarter are approved by the Audit Committee before passed on to the Board of Directors for approval and adoption.

4. REMUNERATION COMMITTEE:

► Terms of Reference:

• The Remuneration Committee recommends to the board the compensation terms of the executive directors / non-executive directors

• Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment


• Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors

• Ensuring the remuneration policy is good enough to attract, retain and motivate di-rectors

• Bringing about objectivity in deeming the remuneration package while striking a bal-ance between the interest of our Company and the shareholders.

► Composition

Remuneration Committee of the Company consists of following non-executive Directors, which is as follows:





► Remuneration paid to Directors during the Financial Year

No Remuneration is paid to Directors

5. INVESTORS AND SHAREHOLDERS GRIEVANCE COMMITTEE:

► Brief description of terms of reference:

To supervise and ensure:

(i) Efficient transfer of shares; including review of cases for refusal of transfer / trans-mission of shares and debentures;

(ii) Redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc;

(iii) Issue of duplicate / split / consolidated share certificates;

(iv) Allotment and listing of shares;

(v) Review of cases for refusal of transfer / transmission of shares and debentures;


(vi) Reference to statutory and regulatory authorities regarding investor grievances;

(vii) And to otherwise ensure proper and timely attendance and redressal of investor queries and grievances.

► Composition

The Committee comprises of the following members:





Name & Designation of the Compliance Officer : Sri M.Srikanth Managing Director

No. of shareholders complaints received during the Financial Year : 7

No. of complaints solved to the satisfaction of the share holders : 7 No. of pending complaints : Nil

6. LOCATION AND TIME WHERE THE LAST THREE AGMS HELD:

Year Date Location Time (A.M)

2008-09 30th September,2009 At Parasbhai Memorial High School 11.00 (sadhana Mandir School), Bolaram, Secunderabad, Andhra Pradesh

2007-08 30th September,2008 At Parasbhai Memorial High School 11.00 (sadhana Mandir School), Bolaram, Secunderabad, Andhra Pradesh

2006-07 29th September, 2007 At Parasbhai Memorial High School 11.00 (sadhana Mandir School), Bolaram, Secunderabad, Andhra Pradesh

No Special Resolution is passed in the Previous three Annual General Meeting.


POSTAL BALLOT:

The company has conducted the postal ballot for the items specified as below dated 23.04.2010 and results declared on 03.06.2010 by the chairman on the basis of the report submitted by the scrutizer.

ITEM OF POSTAL BALLOT

➢ Change in Management of the Company ➢ Change in the object Clause of the Company➢ Change in the name of the Company

The particulars of the Voting Pattern in the Postal Ballot are as:

ITEM No. 1: Change in Management and control of the Company

No. of Members No of Invalid No. of Shares Votes cast Votes cast %Votes castVoted for the Postal Ballot held by ther in favour against the in FavourResolution Forms Resolution Resolution Resolution

218 2 3887100 3887100 Nil 100%

ITEM No. 2: Change in Object Clause of the Company


218 2 3887100 3887100 Nil 100%

ITEM No. 3: Change in Name of the Company


218 2 3887100 3887100 Nil 100%

Result: “The aforesaid item of Business is required to be passed by way of “SPECIAL RESOLUTION” and the relevant resolution has been passed as Special Resolution”

Sri M Srikanth Managing Director of the Company was authorized to conduct the postal ballot process and Sri B.L. Chandra Sekhar Sarma Practicing Company Secretary was appointed as Scrutinizer for Postal Ballot process of the Company.

No Special Resolution is proposed to be conducted through postal ballot at the ensuing Annual General Meeting.


7. DISCLOSURES:

a. Materially significant related party transactions i.e. transactions of the Com-pany of material nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of Company at large. – NIL –

b. Details on non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.: - NIL-

8. MEANS OF COMMUNICATION:

• The Quarterly results are usually published in the Business Standard (in English) and Andhra Bhoomi (in regional language) dailies.

9. SHAREHOLDER INFORMATION:

• AGM: The 26th Annual General Meeting of the Company will be held on TUESDAY 28TH SEPTEMBER, 2010 at Hotel Swagath, Alluri Trade Centre, Opp KHPH, Kukatpally, Hyderabad -72

• Financial Year: 1st April 2010 to 31st March 2011

CALENDER OF EVENTS:

Event Dates

First Quarter un-audited (Provisional) Financial Results Second Week of August, 2010

Second Quarter un-audited (Provisional) Financial Results Second Week of November, 2010

Third Quarter un-audited (Provisional) Financial Results Second Week of February, 2011

Fourth Quarter un-audited Financial Results Second Week of May, 2011

• Book Closure Date : Friday 24th September, 2010 to Tuesday, 28th September, 2010 (both days inclusive).

• Listing on Stock Exchanges : The shares of the Company are listed at Bombay Stock Exchange Limited

• Dividend Payment Date : NA

• Stock Code:

Name of the Stock Exchange : Stock Code


Bombay Stock Exchange Limited : 531886

• Market Price Data: During the last financial year 2009-10

The Companies Shares were not quoted in any of the Stock Exchanges where the Shares of the Company are listed:

• Registrar and Transfer Agents : M/s Venture Capital & Corporate Investments Private Limited 12-10-134, Bharath Nagar Colony, Hyderabad. Phone: 23712257 / 50• Demat ISIN Number

Under the Depository System the International Securities Identification Number (ISIN) allotted to the Company’s Equity Shares by NSDL & CDSL INE 747C01014

• Share Transfer System:

All the physical share transfers received are processed by the Share Transfer Agents M/s. Venture Capital Venture Capital and Corporate Investments private Limited, Hyderabad. The Company has entered into agreement with both NSDL and CDSL to dematerialize its shares, which enable the Company’s shares to be transferred electronically through Depositories


• SHAREHOLDING PATTERN AS ON 31ST MARCH 2010:

Sl No Category No. of Shares Held % of Shareholding

A1 SHAREHOLDING OF PROMOTERS & PROMOTER GROUP INDIAN Individuals/Hindu Undivided Family 1112600 14.94 Central Government /State Government(s) - Bodies Corporate - Financial Institutions/Banks -

Sub Total of A1 1112600 14.94

A2. FOREIGN Individuals (Non-Residents) - Bodies Corporate - - Institutions - - Any Other (Specify) - -

Sub Total of A2 - - TOTAL PROMOTERS SHAREHOLDING ( A1 +A2) 1112600 14.94

B1. Public Shareholdings Institutions Mutual Funds and UTI - - Banks/Financial Institutions 100000 1.34 Central Government/State Government - - Venture Capital Funds - - Insurance Companies - - Foreign Institution Investor - - Foreign Venture Capital Investors Any Other (Specify)

Sub Total B1 100000 1.34

B2. Non Institutions Bodies Corporate 153000 2.05 Individuals share holders holdings 6032700 81.02 Any Other (Specify) NRIs/OCBs 48000 0.64 Foreign Collaborators - - Clearing Members - -

Sub Total B2 6233700 83.72

TOTAL OF PUBLIC SHAREHOLDING (B1+B2) 6333700 85.06

C Shares held by Custodian and against which Depository Receipts have been issued - -

TOTAL A+B+C 7446300 100


• Dematerialization of shares and liquidity: Since the Company has already entered into agreement with both the depositories, viz., NSDL and CDSL for dematerialization of its shares, the shareholders are free to dematerialize their shares and keep them in dematerialized from with any Depository Participant.

• Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity: Not Issued

ADDRESS FOR CORRESPONDENCE : M Srikanth Managing Director Door No.8-3-1063 Plot No.15 Flat No.301, Jyothi Palace, Sri Nagar Colony, Hyderabad- 500073 CEO&CFOCERTIFICATION: The Chairman & Managing Director and the chief financial Of-

ficer of the Company give annual certificates on financial reporting and internal control s to the board In terms of clause 49.

DECLARATION OF MANAGING DIRECTOR ON COMPLIANCE WITH CODE OF CON-DUCT AND ETHICS

Scope Industries (India) Limited has adopted Code of Business Conduct and Ethics (“the code”) which applied to all the employees and Director of the Company. Under the Code, it is responsibility of all employees and Directors to familiarize themselves with the Code and comply with its Standards.

I M Srikanth, Managing Director of the Company hereby certify that the Board members and senior management personnel of Scope Industries (India) Limited have affirmed compliance with the Code of conduct for the Financial Year 2009-10.

For and on behalf the Board of Scope Industries (India) Limited

sd/-Place: Hyderabad M.SrikanthDate: 31.08.2010 Managing Director


AUDITORS CERTIFICATE ON CORPORATE COVERNANCE

To The Members,

We have examined the compliance of conditions of Corporate Governance by M/s Scope Industries (India) Limited formerly known as M/s Jain Marble Udhyog Limited for the year ended 31st March, 2010 as stipulated in Clause 49 of the Listing Agreement of the said company with Stock exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the man-agement. Our examination was limited to procedure and implementation thereof, adopted by the Company for insuring 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 in respect of Investor grievances received during the year ended March 31st 2010, no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by Company. We further state that such compli-ance 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 S S SRAVANA & ASSOCIATES CHARTERED ACCOUNTANTS

Sd/-

PLACE: HYDERABAD S S SRAVANDATE: 31.08.2010 Partner Mem. No. 213488


AUDITOR’S REPORT

To,The Shareholders of Scope Industries (India) LimitedHyderabad.

We have audited the attached Balance Sheet of “Scope Industries (india) Limited” (Formerly known as : Jain Marble Udhyog Limited) as at 31st March 2010. The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall finan-cial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors’ Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order wherever applicable.

2. Further to our comments in the annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act, 1956, in manner so required.

c) In our opinion, proper books of account as required by Law have been kept by the company so far as, appears from our examination of such books.

d) The Company’s Balance Sheet dealt with by this report is in agreement with the Books of Accounts.

e) In our opinion the Balance Sheet is in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.


f) On the basis of the written representation from the directors and taken on record by the Board of Directors, We report that none of the Director is disqualified as on 31st March, 2010 from the appointment as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

g) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss Account together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i) In case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2010

ii) Since there are no commercial operations are carried out during the financial period under audit no Profit & Loss Account is prepared; and

iii) In case of Cash Flow Statement, of the cash flow for the year ended on that date.

for S.S.SRAVAN & ASSOCIATES CHARTERED ACCOUNTANTS

Sd/-PLACE: HYDERABAD S. S. SravanDATE: 31.08.2010 Partner Mem. No. 213488 Firm Regn. No. 010624S


ANNEXURE TO AUDITORS REPORT (REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE)

1. There are no fixed assets held by the Company and hence provisions of Clause 4(i) are not applicable.

2. The Clauses pertaining to physical verification, the adequacy of procedures involved and adjustment for material discrepancies with respect to inventories do not apply to the Company as there is no inventory of stocks of raw material, finished goods, work in progress.

3. The Company has neither granted nor taken any loans, secured or unsecured to or from the Companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation provided to us, Clause on Internal Control procedures with regard to purchase of fixed assets is not applicable to the Company as the Company has not purchased any fixed during the period.

5. In our opinion and according to the information and explanations given to us there were no transactions that need to be entered into a register in pursuance of Section 301 of the Act during the year.

6. The company has not accepted any deposits from the public and consequently, directives issued by the Reserve Bank of India, the Provisions of Sections 58A, 58AA, or any other provisions of the Companies Act, 1956 and the rules made there under are not applicable.

7. The Company has no Internal Audit System.

8. As explained to us, the Central Government has not prescribed the maintenance of Cost Records Under Section 209(1) (d) of the Companies Act, 1956 for the this type of Company.

9. (a) According to the records of the company, undisputed statutory dues including Provident fund, Income tax, Customs duty, cess and other statutory dues as applicable, have generally been regularly deposited with the appropriate authorities. Further, there are no statutory dues as at the last day of financial year for a period of more than six months from the date they became payable.

(b) According to the records of the Liaison Office there are no outstanding dues of Income tax / Sales tax / Wealth tax / Service tax / Customs duty / Excise duty / cess on account of any dispute.


10. The Accumulated losses at the end of the current financial year are more than 100% of its Net Worth of the Company and the Company has incurred cash losses of Rs. 1,73,055/- in the current financial year and cash losses in the financial year immediately preceding Current financial year were Rs. 1,30,138/-.

11. The Company has not borrowed any monies from financial institutions, banks or debenture holders. Therefore, the clause pertaining to default in repayment of dues does not apply.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a Chit fund, Nidhi, mutual benefit fund or a society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

15. In our opinion and based on the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions and consequently, the provisions of clause 4 (xv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

16. In our opinion and based on the information and explanation given to us, no term loans were borrowed during the year and consequently, the provisions of clause 4 (xvi) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, the company has taken any loans and hence use of funds borrowed on short term basis for Long term investment and vice versa is not applicable to the Company.

18. The Company has not made any preferential allotment of shares to the parties covered in the Register maintained under Section 301 and hence the provisions of clause 4 (xviii) of the Companies (Auditor’s Report) Order, 2003 do not apply.

19. The Company has not issued any debentures and consequently the provisions of creating securities for the debentures do not apply.

20. The Company has not raised any monies by issue of securities to public. Consequently, no disclosure on the end use is required.


21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

for S.S.SRAVAN & ASSOCIATES CHARTERED ACCOUNTANTS

Sd/-PLACE: HYDERABAD S. S. SravanDATE: 31.08.2010 Partner Mem. No. 213488 Firm Regn. No. 010624S


BALANCE SHEET AS ON 31-03-2010

PARTICULARS Sch As on As on 31-03-2010 31-03-2009

A SOURCES OF FUNDS i SHAREHOLDERS FUNDS Share Capital 1 61,084,700 61,084,700 Reserve & Surplus 2 1,500,441 1,500,441 Captial Reserve 3 35,007,489 35,007,489

TOTAL 97,592,630 97,592,630 B APPLICATION OF FUNDS i INVESTMENTS 5,000 5,000

5,000 5,000

ii CURRENT ASSETS, LOANS AND ADVANCES Cash & Bank 4 3,195 126,675

Loans & Advances 5 33,640 33,640

36,835 160,315

iii LESS: CURRENT LIABILITIES & PROVISIONS Provisions 6 281,482 231,907

Net Current Assets (244,647) (71,592) iv Miscellaneous Expenditure Debit balance of Profit & Loss Account7 97,832,277 97,659,222 TOTAL 97,592,630 97,592,630 Notes to Accounts 8

for S. S. Sravan & Associates for and on behalf of the Board of CHARTERED ACCOUNTANTS Scope Industries (India) LimitedSd/- Sd/- Sd/-S. S. Sravan M. Srikanth A.V.D. Nageswara Rao Partner Managing Director ChairmanMem. No. 213488 Firm Regn. No. 010624S

Place: Hyderabad Date: 31.08.2010.


PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDING 31-03-2010

PARTICULARS Sch As on As on 31-03-2010 31-03-2009

A INCOME

Gross Receipts - -

Total (A) - -

B EXPENDITURE Staff Cost A 12000 6,000 Administration Expenses B 161055 124,138 Preliminary Expenses Written Off - Total (B) 173,055 130,138 C NetProfitbeforeTax(A-B) (173,055) (130,138) D Provision for Tax: Current Tax - - Deferred Tax - - Fringe Benefit Tax - - NetProfitafterTax (173,055) (130,138

Notes to Accounts 8

for S. S. Sravan & Associates for and on behalf of the Board of CHARTERED ACCOUNTANTS Scope Industries (India) LimitedSd/- Sd/- Sd/-S. S. Sravan M. Srikanth A.V.D. Nageswara Rao Partner Managing Director ChairmanMem. No. 213488 Firm Regn. No. 010624S



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2010

PARTICULARS 31-03-2010 31-03-2009

A. Cash Flow from Operating activities Net Profit/Loss after taxation and extraordinary terms (173055) (130,138) Adjustment for: Preliminary Expenses written off - Operating (Loss)/ profit before working captial changes (173055) (130,138) Adjustment for Working Capital: Audit fee payable 73095 Trade Payable & Other Liabilities (25000) 25,000 Net Cash From Operating activity (A) (124,960) (105,138) B. CashflowFrominvestingactivity Net Cash From investing activity (B) - C. CashflowFromFinancingactivity Net Cash From Financing activity (C) - Net Increase / (Decrease) in Cash & Cash Equivalents (A)+(B)+(C) (124,960) (105,138) Reconciliation Cash and Cash Equivalents as at the beginning of the period 126,675 231,813 Cash and Cash Equivalents as at the Close of the period 3,195 126,675 Net Increase / (Decrease) in Cash & Cash Equivalents (123,480) (105,138)

for S. S. Sravan & Associates for and on behalf of the Board of CHARTERED ACCOUNTANTS Scope Industries (India) Limited

Sd/- Sd/- Sd/- S. S. Sravan M. Srikanth A.V.D. Nageswara Rao Partner Managing Director Chairman Mem. No. 213488 Firm Regn. No. 010624S



SCHEDULED TO BALANCE SHEET AS ON 31-03-2010

PARTICULARS As on As on 31-03-2010 31-03-2009

Schedule - 1 Share Capital Authorised Capital 75,000,000 75,000,000(Divided into 7500000 Equity Shares of Rs. 10/- each) Issued, Subscribed & Paid up Capital 74,463,000 74,463,000(7446300 Equity Shares of Rs. 10/- each fully paid up) Less: Calls in arrears 13,378,300 13,378,300

Total 61,084,700 61,084,700 Schedule - 2 Reserves & Surplus Opening Balance 1,500,441 1,500,441Add: Additions During the year - - 1,500,441 1,500,441Less: Transfers during the year - -

Closing Balance 1,500,441 1,500,441 Schedule - 3 Capital Reserves Opening Balance 35,007,489 35,007,489Add: Additions During the year - - 35,007,489 35,007,489Less: Transfers during the year - -

Closing Balance 35,007,489 35,007,489 Schedule-4 Cash in Hand & at Bank Cash in Hand 3,195 126,675In Current Accounts of Scheduled Banks 0

Total 3,195 126,675


Schedule-5 Loans & Advances Deposits 33,640 33,640

Total 33,640 33,640 Schedule-6 Current Liabilities & Provisions Outstanding Expences 281,482 231,907

Total 281,482 231,907 Schedule-7 DebitBalanceofProfitandLossAccount Opening Balance 97,659,222 97,529,084 Add: Additions during the year 173,055 130,138 97,832,277 97,659,222 Less: Transfers during the year - -

Total 97,832,277 97,659,222

Schedule - A Staff Cost Salaries 12,000 6,000

Total 12,000 6,000 Schedule - B Administration Expenses Staff Welfare 6471 - Conveyance 2420 - Telephone Charges 4599 - Legal & Professional Charges 20000 - Audit fee 27575 25,000 Printing & Stationery 12500 11,642 Postage & Stamps 13570 11,946 Demat Charges 55150 57,100 Listing Fee 18770 18,450

Total 161,055 124,138

SCHEDULED TO BALANCE SHEET AS ON 31-03-2010

PARTICULARS As on As on 31-03-2010 31-03-2009


Schedule – 8 Notes to Accounts:

1. Financial Statements:

Financial Statements have been prepared under historical cost convention and as a going concern, on accrual basis and in accordance with the Generally Accepted Accounting Principles (GAAP) in India and in compliance with relevant requirements of the Companies Act, 1956 and the pronouncements of the Institute of Chartered Accountants of India (ICAI).

2. Expenses:

It is the policy of the Company to provide for all expenses on accrual basis.

3. Fixed Assets:

There are no fixed assets as per the books of accounts owned by the company during the year and hence no depreciation is provided for the current year.

4. Investments:

Investments held on the Balance Sheet date are valued at cost and at the rates reported in previous years. The Company has the policy to write off Permanent Diminution in the value of Investments to Revenue. However, the Company has not ascertained the value of Investments as at the Balance Sheet date and hence no provision has been made for the same.

5. Taxes on Income: Current Tax: Income Taxes are computed using the tax effect accounting method,

where taxes are accrued in the same period the related revenue and expenses arise. A provision is made for income tax annually, based on the tax liability computed after considering tax allowances and exemptions. No provision has been made for Income Tax in view of accumulated losses during the current period.

Deferred Tax: The differences that result between the profit offered for income tax and the profit as per the financial statements are identified, and thereafter a deferred tax asset or liability is recorded for timing differences, namely the differences that originate in one accounting period and get reversed in another, based on the tax effect of the aggregate amount being considered. Deferred tax assets are recognized only if there is reasonable certainty that they will be realized and are reviewed for the appropriateness of their respective carrying values at each balance sheet date. The Company has brought forwarded losses carried over from Previous Years and the Company is of the opinion that it is unlikely that it will be able to realize the benefits of such carry forward of losses. Consequently, the Company has not made any provision for Deferred Taxes for the current period.


6. Auditors’ Remuneration:

Particulars Current Year Previous Year

Statutory Audit Fee 25,000/- 25,000Others 2,575/- Nil

Total 27,575/- 25,000/- 7. Capital Commitments:

Estimated amount of contracts to be executed on capital not provided for (net of advances) - NIL

8. Provisions and Contingent Liabilities

The Company recognizes a provision when there is a present obligation as a result of an obligating event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure of a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

Provisions for onerous contracts i.e contracts where the expected unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognized when it it probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, based on a reliable estimate of such obligation.

9. Quantitative Details:

The Company has sold all of its fixed assets and it has not carried on any activity during the current period. Similarly there are no stocks of Finished Goods, Work in Progress and Stores as per the books of accounts and hence quantitative details of the information required under paragraphs 3 and 4 C of Part II of Schedule VI of the Companies Act, 1956 are not furnished.

10. Foreign Currency Transactions:

There are no Foreign Currency Transactions during the period.


11. Figures have been rounded off to the nearest rupee.

12. Sundry creditors include Rs. Nil due to suppliers covered under the “Small, Micro and Medium Enterprises Development Act, 2006”. The Company has not received any claim for interest from any supplier under the said Act. This is based on the information available with the Company.

13. Previous Year figures have been regrouped or reclassified, wherever necessary.

14. Balance Sheet abstract and Company’s general business profile are attached sepa rately.

Schedules form an integral part of Accounts

In terms of our report of even date:


Sd/- Sd/- Sd/-S. S. Sravan M. Srikanth A.V.D. Nageswara Rao Partner Managing Director ChairmanMem. No. 213488 Firm Regn. No. 010624S



BALANCE SHEET ABSTRACT AND A COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILS REGISTRATION NO : 004255 STATE CODE: 01 BALANCE SHEET DATE : 31 03 2010

II. Capital Raised during the year (Amount in Rs. ):

PUBLIC ISSUE: NIL RIGHT ISSUE: NIL BONUS ISSUE: NIL PRIVATE PLACEMENT: NIL SHARE APPLICATION MONEY: NIL III. Position of Mobilization and Deployment of Funds (Amount in Rs. ):

TOTAL LIABILITIES 97,592,630 TOTAL ASSETS 97,592,630

SOURCE OF FUNDS:

PAID-UP CAPITAL 6,10,84,700 RESERVES & SURPLUS 15,00,441 SECURED LOANS NIL UNSECURED LOANS 33,640 CAPITAL RESERVE 35,007,489 SHARE APPLICATION MONEY NIL

APPLICATION OF FUNDS:

NET FIXED ASSETS NIL INVESTMENTS 5000 NET CURRENT ASSETS (244647) MISC. EXPENDITURE NIL ACCUMULATED LOSSES 97832277

IV. Performance of Company (Amount in Rs.):

TURNOVER NIL TOTAL EXPENDITURE 173055 PROFIT BEFORE TAX (173,055) PROFIT AFTER TAX (173,055) EARNING PER SHARE IN RS. 0.00 DIVIDEND RATE% NIL


Sd/- Sd/- Sd/-S. S. Sravan M. Srikanth A.V.D. Nageswara Rao Partner Managing Director ChairmanMem. No. 213488 Firm Regn. No. 010624S



SCOPE INDUSTRIES (INDIA) LIMITEDRegd. Office: Door No.8-3-1063 Plot No.15 Flat No.301, Jyothi Palace, Sri Nagar Colony, Hyderabad-500073

PROXY FORM

Folio No:-----------------------Dp ID:-------------------- Client ID:-----------------------------------------I/We-----------------------------------------------------------of----------------------------------------------------In the District of----------------------------------------being a member/members of the above named company, hereby appoint Mr/Mrs/Ms------------------------------in the District of ------------------------as my/our Proxy to attend and vote for me /us on my/ our behalf at the 26th Annual General Meeting of the members of the company will be held on TUESDAY, 28th SEPTEMBER, 2010 at 11.00 A.M. at Hotel Swagath, Alluri Trade Centre, Opp KPHB, Kukatpally, Hyderabad-72 to transact the following items of business:

Signed this----------------------day of -------------------------2010

Address--------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

Signature-----------------------------------------------------------------

Note: The proxy form duly signed completed must be signed deposited at the Registered Of-fice of the Company not less than 48 hours before the time of holding the meeting. A proxy need not be a member.

SCOPE INDUSTRIES (INDIA) LIMITEDRegd. Office: Door No.8-3-1063 Plot No.15 Flat No.301, Jyothi Palace, Sri Nagar Colony, Hyderabad-500073

ATTENDANCE SLIPI hereby record my presence at the 26th Annual General Meeting of the Company at the registered office on

Day&Date Venue Time Tuesday, Hotel Swagath, Alluri Trade Centre 11.00 A.M28.09.2010 Opp KPHB,Kukatpally, Hyderabad-72 Name of the share holder /proxy Folio No./DP No. of shares &Client id

Member’s/Proxy SignatureNote: Shareholder/Proxy holder wishing to attend the meeting must bring the Admission Slip and hand over at the entrance duly signed.

NO GIFTS WILL BE DISTRIBUTED AT THE AGM

If undelivered please return to :SCOPE INDUSTRIES (INDIA) LIMITEDDoor No.8-3-1063 Plot No.15 Flat No.301,Jyothi Palace, Sri Nagar Colony,Hyderabad- 500073

BOOK - POST

SCOPE INDUSTRIES (INDIA) LIMITED(Formarly known as : Jain Marble Udhyog Limited.)

26th

ANNUAL REPORT2009 - 2010

Documents

SCOPE INDUSTRIES (INDIA) LIMITED · 2011. 4. 4. · SCOPE INDUSTRIES (INDIA) LIMITED 1 26th Annual General Meeting 28th September, 2010 at 11.00 A.M. Hotel Swagath, 2nd floor, Alluri