TURBOTECH ENGINEERING LIMITED - bseindia.com · Annual Report 2010-2011 3 NOTICE Notice is hereby Given That The Annual General Meeting of the Turbotech Engineering Limited Will be

22 TURBOTECH ENGINEERING LIMITED

BOARD OF DIRECTORS

Shanker Prasad Bhagat - Director

Nilesh T.Kava - Director

Harkeensingh Kathuria - Director

AUDITORS

Y.D. & Co.

Chartered Accountants

Rakesh Puri

Partner

Ludhiana.

REGISTERED OFFICE

8, Gandhi Building, Nr. Akruali Road,

Nr. Dena Bank, Kandiwali (E),

Mumbai – 400 101.

3Annual Report 2010-2011

NOTICE

Notice is hereby Given That The Annual General Meeting of the Turbotech Engineering Limited Will be heldon Wednesday, 15th June, 2011 at 11.00 a.m. at the Registered Office of the Company At 8, Gandhi Building,Nr. Akruali Road, Nr. ESI Hospital, Nr. Dena Bank, Kandiwali (E), Mumbai – 400 101 To Transact TheFollowing Businesses:

ORDINARY BUSINESS :

1. To receive and adopt Audited profit and Loss Account for the year ended 31st March, 2011 and thebalance Sheet as on that date along with Directors’ and Auditors’ Report thereon.

2. To Appoint a Director in place of Mr. Shankar Prasad Bhagat, who retires by rotation and, being eligibleoffers himself for re-appointment.

3. To reappoint M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Auditors of the company to hold officefrom the conclusion of this meeting until the conclusion of next annual General Meeting of the Companyand to authorize the Board of Directors to fix their remuneration.

Date: 12.05.2011 By order of the Board

Registered Office: For Turbotech Engineering Limited

8, Gandhi Building,

Nr. Akruali Road, Nr.ESI Hospital,

Nr. Dena Bank, Kandiwali (E)

Mumbai – 400 101 DIRECTOR

NOTES:

1 Explanatory Statement, pursuant to Section 173(2) of the Companies Act, 1956 relating to the specialbusiness is annexed herewith.

2 A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies toattend and on a poll, to vote instead of himself. A proxy need not be member of the company. Aproxy may be sent in the Form enclosed and in order to be effective must reach the RegisteredOffice of the company at least 48 hours before the commencement of the meeting.

3 Members/ proxies should bring attendance slip, duly filled in, for attending the meeting.

4 Members / proxies attending the meeting should bring their copy of the Annual Report for reference atthe meeting. As Copies of Annual Report will not be distributed at the Annual General Meeting.

5 The Register of Members and Share Transfer Books of the Company was closed from 8 th June, 2011 to14th June, 2011 (both days inclusive).

6 Members desirous of obtaining any information concerning the accounts and operations of the companyare requested to address their questions to the company so as to reach at least 7 days before the dateof the meeting, so that the information required will be made available at the meeting, to the best extentpossible.


DIRECTORS’ REPORT

To,

The Members,

TURBOTECH ENGINEERING LIMITED

Your Directors present their 29TH Annual Report and Audited Statement of Accounts for the year ended 31st

March 2011.

FINANCIAL RESULTS (Amt in Rupees)

PARTICULARS 2010-11 2009-10

Profit / (Loss) before Tax (1,45,748) (1,61,841)Less : Provisions for taxation 0 0

Profit / (Loss) After Tax (1,45,748) (1,61,841)Excess/(Short) Provision for Tax 0 2Add : Balance b/f from Previous Yea (42,39,887) (40,78,044)

Balance carried forward (54,19,593) (42,39,887)

BUSINESS OPERATIONS:

The has incurred Loss of Rs. 1, 45,748/- after tax of the Company during the year. As compared to lossof Rs. 1,61,841/- of the last year.

DIVIDEND:

Your Directors do not recommend any Dividend.

APPOINTMENT OF AUDITORS:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, are proposed to be re-appoint as auditor of the companyfor the financial year 2011-2012. The auditors of the Company retire at the forthcoming Annual GeneralMeeting. The board will fix the remuneration of newly appointed auditors of the company. The necessarycertificate under section 224(1B) of the Companies Act, 1956 has been received from the auditor.

The Statutory Auditors of the Company have submitted auditor’s report on the accounts of the Company forthe accounting year ended 31st March, 2011 which is self-explanatory and needs no comments.

DIRECTORS:

The Board of Directors of the Company is properly constituted and Mr. Shankar Prasad Bhagat, Director ofthe Company was liable to retire by rotation and being eligible, offer himself for re-appointment.

PUBLIC DEPOSIT:

Your Company has not accepted any deposit within the meaning of section 58-A of the Companies Act,1956.

PREFERENTIAL ISSUE:

During the year Convertible Warrants are fully paid up and converted into Equity Shares after receiving lastcall amount towards the 1 st preferential issue of 40,00,000 and 2 nd preferential issue of 1,92,00,000. BothConvertible warrants are converted into equity shares of 40,00,000 and 1,92,00,000 respectively. Companyhas received listing and trading approval for total 2,32,00,000.

PARTICULARS OF EMPLOYEES:

There are no employees of the Company whose particulars are required to be reported under Section 217(2A) of the Companies Act, 1956 and the rules there under.


DIRECTORS’ RESPONSIBILITY STATEMENT:

In Compliance with the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors of yourCompany confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed andno material departures have been made from the same;

2. they have selected such accounting policies and applied them consistently and made judgments andestimates that are responsible and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the Financial Year and Loss of the Company for that year;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company for preventing anddetecting fraud and other irregularities;

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

DISCLOSURE OF PARTICULARS WITH RESPECT:

A) CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGYABSORPTION, ADOPTION INNOVATION:

The Disclosure of particulars with respect to conservation of energy pursuant to the provisions of Section217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Reportof Board of Directors) Rules 1988, are not applicable to the Company. However, the Company makes itsbest efforts for conservation of energy. The Company has not carried out any specific research anddevelopment activities.

The Company has not imported or absorbed any new Technology during the year under review.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information regarding Foreign Exchange Earnings and out go is as follows:

A) Earnings in Foreign Exchange Nil

B) Outgo in Foreign Exchange Nil

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thanks all the shareholders of the Company for their continuedsupport.

Place: Mumbai For or and behalf of the Board

Date: 12.05.2011

Chairman


REPORT ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company’s philosophy on corporate governance envisages the attainment of the highest levels oftransparency, accountability and equity, in all facets of operations and in all inter-actions with its shareholders,employees, and the Government Company is committed to achieve the highest standards of corporategovernance.

Company believes that all its operations and actions must serve the underlying goal of enhancing theoverall shareholder value, over a sustained period of time.

BOARD OF DIRECTORS:

The Board of Directors of the company is comprised of optimum number of Executive, non-executives andindependent directors. The Board met 9 times during the year on the following dates.

During the year, Board Meetings were held on

04.05.2010, 04.06.2010, 27.07.2010, 30.07.2010, 03.09.2010, 16.09.2010, 13.11.2010, 22.11.2010,11.02.2011

S. No. Name of Director Category of No. of Board Attendance at No. of OtherDirectorship Meetings Last AGM Committee

Attended Memberships

1 Shankar Prasad Bhagat Non- Executive Directorand Independent Director 9 Yes 3

2 Nileshkumar Kava Non- Executive Directorand Professional Director 9 Yes 3

3 Harleen Singh Kathuria Non- Executive Director(a.p.25/03/2010) and Independent Director 9 Yes 3

AUDIT COMMITTEE:

The Audit committee was reconstituted by the board and the present members of the audit committee areShankar Prasad Bhagat, Nileshkumar Kava, and Harleen Singh Kathuria.

The Committee has appointed Nileshkumar Kava as chairman.

The terms of reference and powers of Audit Committee are as per Clause 49 of the Listing Agreement. Thefunctions of the Audit Committee are as per Listing Agreement with the Stock Exchanges. This includesreview of accounting and financial policies and procedures, review of financial reporting system and internalcontrol procedure. The Committee met four times during the year i.e.

04.05.2010, 30.07.2010, 13.11.2010, 11.02.2011

S. No. Name of Audit committee member No of meetings attended

1 Shankar Prasad Bhagat 4

2 Nileshkumar Kava 4

3 Harleen Singh Kathuria 4

REMUNERATION COMMITTEE:

No Remuneration Committee meeting was held during the year.

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

The present members of Shareholders/Investors Grievance committee are Shankar Prasad Bhagat,


Nileshkumar Kava, and Harleen Singh Kathuria.

The role and functions of the said Committee are the effective redressal of the complaints of the shareholdersregarding dematerialization, transfers, non-receipt of balance-sheet etc, The Committee will also recommendthe steps to be taken for further improvement in the quality of services to the Investors.

The company has received no complaints during the year

GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Financial Year Date Time Venue

2009-10 30th September, 2010 04:00 p.m. 8, Gandhi Building/r Akruli Road N/R ESI HospitalN/R Dena Bank Kandiwali Mumbai 400101.

2008-09 30th September, 2009 01:30 a.m. 8, Gandhi Building/r Akruli Road N/R ESI HospitalN/R Dena Bank Kandiwali Mumbai 400101.

2007-08 29th September, 2008 10:00 a.m. Ground Floor,E-15, Nisarg Heaven Building,Dahanukar Wadi,Mahavir nagar,Kandiwali(W)Mumbai 40006 7

No special Resolutions were put through postal ballot as recommended under clause 49 of the ListingAgreement of the Stock Exchanges, are placed for shareholders’ approval at the forthcoming Annual GeneralMeeting. There is no non-compliance nor any penalty or stricture imposed on the company by stockExchanges, SEBI or any other statutory authority on any matter relating to capital markets during the lastthree years.

MEANS OF COMMUNICATION:

A. quarterly Results the company has published quarterly results in TheWestern Times (English) and The Western Times(Marathi), both at Mumbai.

B. Management Discussion And Analysis Appended to this Report.

GENERAL SHAREHOLDER INFORMATION:

1. Financial Calendar 2011 -12 (tentative) : Results for the quarter ended June 30, 2011:Last week of July 2011.

Results for the quarter ended September 30, 2011.Last week of October 2011

Results for the quarter ended December 31, 2011,Last week of January 2012

Results for the quarter ended March 31, 2012,Last week of April 2012

BOOK CLOSURE DATE : 8th June, 2011 to 14th June, 2011(Both days inclusive)

REGISTERED OFFICE: 8, GANDHI BUILDING, NEAR AKRUALI ROAD,NEAR DENA BANK, KANDIWALI (EAST)MUMBAI MAHARASTRATele: 022- 28689265Email: [email protected]

4. EQUITY SHARES LISTED ON STOCK EXCHANGES AT : The Bombay Stock Exchange Ltd, Mumbai

DISCLOSURES :


1. All related party transactions have been entered into the ordinary course of business and were placedperiodically before the audit committee in summary form. There were no material individual transactionswith related parties were not in the normal course of business to be placed before the audit committedand that may have potential conflict with the interest of the Company at large. All individual transactionswith related parties or others were on an arm’s length basis.

2. All Accounting standards mandatorily required have been followed in preparation of financial statementsand no deviation has been made in following the same.

3. Risk assessment and its minimizations procedures have been laid down by the Company and the samehave been informed to Board Members. These procedures are periodically reviewed to ensure thatexecutive management controls risks through means of a properly defined framework.

4. The company has raised money through preferential allotment basis during the year.

5. The Company duly complies with all mandatory requirements of clause 49 of Listing Agreement with theStock Exchange. However, the company has not adopted the non – mandatory requirement definedtherein.

6. Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includesdiscussion on matters as required under the provisions of Clause 49 of the listing agreement with StockExchanges.

7. No Penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or anystatutory authority on any matter related to capital markets during the last three years.

7. Stock Code

a. Trading Symbol at : The Bombay Stock Exchange Ltd, MumbaiScrip Code 504358

8. Stock Market Data : Not Available (as infrequently traded)

Registrar and Transfer Agents : Purva Share registry (India) Pvt.Ltd.(Share transfer and Communication No-9, Shiv Shakti Industrial Estate, Ground Floor,regarding Share certificates Dividends J. R. Boricha Marg,Opp. Kasturba Hospital,and change of Address) Lower Parel, Mumbai - 400 011

Tele No. : 022-2301 6761 / 2301 8261Fax No. : 022-2301 2517E-mail: [email protected]: www.purvashare.com

SHARE TRANSFER SYSTEM:

Transfer of Shares in Physical form are registered and dispatched within 3 weeks from the date of theirreceipts, subject to the documents being valid and complete in all respects. Transfer of shares are processedby the Share Transfer Agents and approved by the Share Transfer Committee called as “Investor /Shareholders Grievance Committee”, which meets at frequent intervals. Share transfers are registered andreturned within 30 days from the date of receipt, if the relevant documents are complete in all respect.

Dematerialization of shares and liquidity

No Equity Shares of the Company was held in dematerialized form

Distribution of Shareholding as on 31st March, 2011

Shareholding of nominal No. of % No. of % ofvalue as on 31st March, 2011 Shareholders Shares ShareholdersUp to 5000 314 90.69 115800 0.4850001- 100000 8 2.13 60300 0.25100001 and above 27 7.18 23823900 99.27


Total 376 100.00 24000000 100.00

Category of shareholders as on 31st March 2011

Category No. of Shares holders % of Shareholding

Promoters 2 1.11

Mutual Funds and UTI 0 0

Public Shareholding

Institutions 0 0

Non-Institutions 19 95.70

individual(up to 1 Lacs) 349 0.73

individual (excess 1 Lacs) 6 2.46

others(non residence) 0 0

Total 376 100.00

Address for correspondence:

Shareholders correspondence should be addressed at registered office of the company at:

REGISTERED OFFICE:

8, GANDHI BUILDING, NEAR AKRUALI ROAD,

NEAR DENA BANK, KANDIWALI (EAST)

MUMBAI

Maharashtra

Compliance Officer:

Mr. Nilesh Kava

Declaration:

None of the Director of the Company is a Director of more than 15 companies and member of more than 10


committees or chairman of more than five committees across all companies in which he is a Director

ANNEXURE TO REPORT

DECLARATION ON COMPLIANCE OF THE COMPANY’S CODE OF CONDUCT

The company has framed a specific code of conduct for the members of the Board of Directors of theCompany pursuant to clause 49 of the listing agreement with Stock Exchanges to further strengthen corporategovernance practices in the company.

All the members of the Board of the Company have affirmed due observance of the said Code of Conduct inso far as it is applicable to them and there is no non compliance thereof during the year 31st March, 2011.

Shanker R. Bhagat

Place: AhmedabadDate: 12.05.2011 Director

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members,

TURBOTECH ENGINEERING LIMITED8, GANDHI BUILDING, NEAR AKRUALI ROAD,NEAR DENA BANK, KANDIWALI (EAST)MUMBAIMaharashtra

We have examined the relevant records pertaining to compliance conditions of Corporate Governance byTURBOTECH ENGINEERING LIMITED (“the Company”), for the year ended 31st March, 2011 as stipulatedclause 49 of the Listing Agreement of the said Company which the stock exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Ourexamination was limited to procedures and implementations thereof, adopted by the Company for ensuringthe compliance with the conditions of Corporate Governance. Our examination is neither an audit nor anexpression 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, the Companyhas complied with the conditions of Corporate Governance as stipulated in clause 49 of the above mentionedListing Agreement.

We have to state that no investor grievances are pending for a period exceeding one month against theCompany as per records maintained by the Company which were presented to the Investor GrievanceCommittee.

We further state that such compliances is neither an assurance as to the future viability of the Company northe efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Y.D. & Co.

Chartered Accountant

Rakesh Puri

M.No. 092728

Place: Ludhiana

Date: 12.05.2011


AUDITORS’ REPORT

TO THE MEMBERS OF TURBOTECH ENGINEERING LIMITED

We have audited the annexed Balance Sheet of Turbotech Engineering Limited as on 31st March 2011 andalso the Profit & Loss Account for the period ended on that date annexed thereto. These Financial Statementsare the responsibility of the Company’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

We conducted our audit in accordance with accounting standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating theoverall financial statements presentation. We believe that our audit provides a reasonable basis for ouropinion.

As required by the Companies (Auditor Report) Order, 2003 issued by the Department of Company Affairsin terms of Section 227(4A) of the Companies Act 1956, we give in the Annexure a statement on the mattersspecified in the said order to the extent applicable.

1. We have obtained all the information and explanations, which to the best of our knowledge and beliefwere necessary for the purpose of our audit.

2. In our opinion, proper Books of Account as required by law have been kept by the company so far, asappears from our examination of such books.

3. The Balance sheet and Profit and Loss Account dealt with by the report are in agreement with the booksof accounts.

4. In our opinion, the Profit & Loss Account and the Balance Sheet comply with the accounting standardsreferred to in sub section (3C) of section 211 of the Companies Act, 1956 subject to notes to accounts.

5. On the basis of representation received from the directors of the company and according to the informationand explanation given to us, none of the directors of the company are prima facie as at 31st March 2011,disqualify from being appointed as directors of the Company under clause (g) of sub section (1) ofsection 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the saidaccounts read with the statement on accounting policies and the notes thereon, give the informationrequired by the Companies Act, 1956 in the manner so required, and give a true and fair view: -

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2011

(ii) In the case of the Profit and Loss Account, of the Loss for the year ended on that date.

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

For Y. D. & Co.,Chartered Accountants

Firm Reg. No. 018846 N

Place : Ludhiana

Dated : 12th May, 2011(Rakesh Puri)

PartnerM.No. 092728


ANNEXURE TO THE AUDITORS REPORT(Referred to in Paragraph 3 of our report even date)

The annexure referred to para of our report on even date on account of

M/s Turbotech Engineering Limited for the year 31-3-2011

I. (a) The Company has maintained proper records showing full particulars including quantitative detailsand situation of its fixed assets on the basis of available information.

(b) The fixed assets have been physically verified by the management during the year and we havebeen informed that no material discrepancies have been noticed on such verification.

(c) In our opinion and according to the information & explanations given to us, a substantial part offixed assets have not been disposed off by the company during year affecting going concernbasis.

II The company has not held any inventory during the year. Hence, clause (ii) (a), (b) & (c) are notapplicable to the Company.

III (a) As per information and explanation given to us, the company has not granted loans to partiescovered in the register maintained under section 301 of the Companies Act, 1956, hence clause (iii)(a), (b), (c) & (d) are not applicable to the company.

(b) As per information and explanation given to us, the company has not taken loans from partiescovered in the register maintained under section 301 of the Companies Act, 1956, hence clause (iii) (e), (iii) (f) and (iii) (g) are not applicable to the company.

IV. In our opinion and according to the information and explanation given to us there are adequate internalcontrol procedures commensurate with the size of the Company and nature of its business for thepurchase of inventory and fixed assets and for the sale of goods. During the course of audit, we havenot observed any continuing failure to correct major weakness in internal controls.

V. According to the information and explanations given to us, we are of the opinion that there are notransactions that need to be entered into the register maintained under section 301 of the companiesAct 1956.

VI. The company has not accepted any deposits from public within the meaning of provisions of section 58A & Section 58 AA of the Companies Act, 1956.

VII. In our opinion the company has an adequate internal audit system commensurate with the size andnature of its business.

VIII. As informed to us the company is not required to maintain cost accounts and records as prescribed byCentral Government under section 290 (1)(d) of the Companies Act 1956.

IX. According to the records of the company, statutory dues including Provident Fund, Investor Educationand Protection fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty,Excise Duty, Cess and other statutory dues have been regularly deposited with the appropriate authorities.According to the information and explanations given to us, no undisputed amounts payable in respectof the aforesaid dues were outstanding as on 31st March, 2011 for a period of more than six monthsfrom the date of becoming payable.

X. The accumulated losses of the Company are less than fifty percent of the net worth and the companyhas incurred cash loss Rs. 140523/- in current financial year, The Company has also incurred cashloss in the previous financial year.

XI. According to the records of the Company examined by us and the information and explanations givento us, the company has not taken any Term Loan from the financial institutions or Banks. Since thecompany has not issued any debentures till date, therefore the question of default does not arise.


XII. In our opinion and according to the information and explanation given to us, no loans and advanceshave been granted by the company on the basis of security by way of pledge of shares, debentures andother securities.

XIII. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit/society. Therefore, clause4(xiii) of the Companies (Audit Report) Order, 2003 are not applicable to the company.

XIV. In our opinion the Company has maintained records of transactions and contracts in respect of investmentin shares, mutual funds and other investments and generally timely entries have been made therein.All the shares, mutual funds and other investments held by the companies are in its own name exceptto the extent of the exemption granted under section 49 of the Companies Act, 1956.

XV. In our opinion, the company has not given any guarantee for loans taken by others from banks orfinancial institutions.

XVI. The Company has not raised any new term loans during the year.

XVII. On the basis of an overall examination of the Balance Sheet of the Company and according to theinformation and explanations given to us, in our opinion, funds raised on short term basis have notbeen used during the year for long term investment and vice versa.

XVIII. The Company has not made any preferential allotment of shares to parties and companies covered inthe register maintained under section 301 of the Act during the year.

XIX. The Company has not issued any debentures till date.

XX. The Company has not raised any money by public issue during the year.

XXI. During the course of our examination of the books and records of the company, carried out in accordancewith the generally accepted audit practices in India, and according to the information and explanationsgiven to us, we have neither come across any instance of fraud on or by the Company, noticed orreported during the year, not have we been informed of such case by the management.

For Y. D. & Co.,

Chartered Accountants


Place : Ludhiana

Dated : 12th May, 2011

(Rakesh Puri)

Partner

M.No. 092728


BALANCE SHEET AS AT 31st MARCH 2011

PARTICULARS SCHD. 2010-2011 2009-2010NO. AMOUNT IN RS. AMOUNT IN RS.

SOURCES OF FUNDS :SHAREHOLDER’S FUNDShare Capital 1 240,000,000 8,000,000Preferential Conv. Warrant 2 0 36,000,000Reserves &surplus 3 1,006,250 1,006,250LOAN FUND 4 5,103,934 5,194,994

TOTAL FUNDS EMPLOYED 246,110,184 50,201,244

APPLICATION OF FUNDS :-FIXED ASSETS : 5Gross Assets 1,037,850 1,037,850Less: Depreciation 1,030,012 1,024,787

Net Block 7,838 13,063

INVESTMENTS 6 84,492,000 5,000,000CURRENT ASSETS , LOANS & ADVANCES 7Current Assets 176,045 85,505Loans & Advances 156,000,000 41,125,183

156,176,045 41,210,688

LESS: CURRENT LIABILITIES & PROVISIONS 8Current Liabilities 19,000 67,338Provisions 0 240,000

19,000 307,338

NET CURRENT ASSETS 156,157,045 40,903,350MISCLLENEOUS EXPENDITURE 9Preliminary Expenses 33,708 44,944Profit & Loss 5,419,593 4,239,887

TOTAL APPLICATION OF FUNDS 246,110,184 50,201,244

Notes to Accounts 11

As per our report of even date

For Y. D. & Co. For or and behalf of the BoardChartered AccountantsFirm Reg. No. 018846 N

Director(RAKESH PURI)

PartnerM.NO. 092728 DirectorPlace : Ludhiana Place : MumbaiDate : 12th May, 2011


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011

PARTICULARS SCHD. 2010-2011 2009-2010NO. AMOUNT IN RS. AMOUNT IN RS.

INCOME :-

Profit on sale of Investment 0 0

TOTAL Rs. 0 0

EXPENDITURE :-

Administrative expenses 10 138,923 153,133

Loss on sale of shares 1,600 0

Depreciation 5,225 8,708

TOTAL Rs. 145,748 161,841

PROFIT/LOSS BEFORE TAX -145,748 -161,841

Provision for tax 0 0

PROFIT/LOSS AFTER TAX -145,748 -161,841

Prior Period Item

Tds of previous years written off 1,033,958 0

Excess/ short Provision of tax ( MAT) 0 2

-1,179,706 -161,843

Add: Balance b/f from last Balance sheet -4,239,887 -4,078,044

TOTAL Rs. -5,419,593 -4,239,887

Notes to Accounts 11

As per our report of even dateFor Y. D. & Co. For and behalf of the boardChartered AccountantsFirm Reg. No. 018846 N

Director

(RAKESH PURI)PartnerM.NO. 092728 DirectorPlace : Ludhiana Place : Mumbai.Date : 12th May, 2011


SCHEDULES FORMING PART OF THE BALANE SHEET AND PROFIT & LOSS ACCOUNT

Schedule 5 : Fixed Assets

Gross Block Depreciation Net Block

ParticularsAs at Addition As at Up to For the up to As at As at

1.4.2010 31.3.2011 1.4.2010 year 31.3.2011 31.3.2011 31.3.2010

Computer 1,037,850 - 1,037,850 1,024,787 5,225 1,030,012 7,838 13,063Total 1,037,850 - 1,037,850 1,024,787 5,225 1,030,012 7,838 13,063Previous Year 1,037,850 - 1,037,850 1,016,079 8,708 1,024,787 13,063

PARTICULARS AMOUNT AMOUNT31st March 2011 31st March 2010

Schedule 1:SHARE CAPITALAuthorised Capital 240,000,000 50,000,000{2,40,00,000 Equity shares of Rs. 10 each}

240,000,000 50,000,000

Issued, Subscribed & Paid up(800,000 Equity shares of Rs.10 each fully paid up) 8,000,000 8,000,0004000000 Pref warrant converted to equity 40,000,000 019200000 Pref warrant converted to equity 192,000,000 0

TOTAL Rs. 240,000,000 8,000,000

Schedule 2:Preferential Conv. Warrant 0 36,000,000(4000000 warrents partly paid)

Total Rs. 0 36,000,000

Schedule 3RESERVES & SURPLUSCapital ReserveShares forfeiture Account 1,006,250 1,006,250

TOTAL Rs. 1,006,250 1,006,250

Schedule 4:UNSECURED LOANInter corporate loan 5,103,934 5,194,994

TOTAL Rs. 5,103,934 5,194,994

Schedule 6:INVESTMENT ( AT COST) QUOTED27,19,000 Eq. Shares of Amradeep Industries ltd. 5,000,000 5,000,000

5,000,000 5,000,000UNQUOTED (F.V. Rs.10/- each)20000 e.Shares sof Girish metals Ltd 6,000,000 0130600 E.Shares of Northpole Finance Ltd 52,240,000 033300 E.Shares of Pratik Minerals P.Ltd 9,990,000 05400 E.Shares of Shalibhadra Steels P.Ltd 1,620,000 013700 E.Shares of Shankeshwer Metals P.Ltd 4,110,000 018000 E.Shares of Shanti Tradelink P.Ltd 5,400,000 0440 E.Shares of Siddhi Vinayak Tradelink P.Ltd 132,000 0

79,492,000 0TOTAL Rs. 84,492,000 5,000,000

Market Value of Quoted Shares 51600000 66600000


SCHEDULES FORMING PART OF THE BALANE SHEET AND PROFIT & LOSS ACCOUNT

PARTICULARS AMOUNT AMOUNT31st March 2010 31st March 2009

Schedule 7:(A) CURRENT ASSETS :Cash & Bank BalanceBank Balance 44306 10752(In current Account with Schedule Bank)Cash in Hand 131739 74753

176045 85505Sundry Debtors 0 0

TOTAL Rs. 176,045 85,505

(B) LOANS & ADVANCES :(UNSECURED, CONSIDERED GOOD)T.D.S. Receivables 0 1,271,742Income Tax Refundable (A.Y.2008-09) 0 2,216Loan and Deposit to corporates 36,000,000 36,000,000Advances For Software Development 0 3,851,225Share Application Money 120,000,000 0

TOTAL Rs. 156,000,000 41,125,183

Schedule 8:(A) CURRENT LIABILITIES :Sundry Creditors & Other Liablity 19000 67338TOTAL Rs. 19,000 67,338(B) PROVISIONProvision for Taxation (A.Y.2009-10) 0 0Provision for Taxation 0 240,000

TOTAL Rs. 0 240,000

Schedule 9 :MISCLLENEOUS EXPENDITURE( To the extent not written off or adjusted)Preliminary Expenses 33708 44,944

33708 44944PROFIT & LOSSProfit / (Loss) For the year 1,179,706 161,843Balance as per last year 4,239,887 4,078,044

TOTAL Rs. 5,419,593 4,239,887

Schedule 10 :ADMINISTRATIVE EXPENSESAudit Fees 10000 10000Bank Charges 545.72 1000Demat Charges 605 0Listing Fees 39030 11030Misc. Exp 1450 0Preliminary Exp. w/off 11236 11236Printing & Stationery 3306 0Professional Fees 7500 26000Roc Exp. 10000 9000RTA Expenses 10000 19317Salary 45250 65550

138,923 153,133


Schedule: 11 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES FROMING PART OFTHE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2011.

(1) The Accounts are prepared on an accrual basis except otherwise stated and under the historical costconventions, and are in line with the relevant laws as well as the guidelines prescribed by the Departmentof Company affairs and the Institute of Chartered Accountants of India.

(A) SYSTEM OF ACCOUNTING

The Company has adopted the accrual basis of accounting in the Preparation of the books ofaccounts.

(B) REVENUE RECOGNITION

(a) Sales

Sales are accounted for on accrual basis.

(b) Other Operation

Interest and other income are accounted for on accrual basis.

(C) EXPENSES

It is Company’s policy to account for expenses on accrual basis.

(D) TAXATION

As there is brought forward losses no provision for tax is required. Simultaneously on conservativebasis no diferred tax asset is created.

(E) INVENTORIES

The Company does has not held any inventory during the year.

(F) FIXED ASSETS

Fixed assets are carried at cost of acquisition or construction including incidentals expensesrelated to acquisition and installation on concerned assets, less accumulated depreciation andamortizations.

(G) DEPRECIATION

Depreciation has been provided on Written Down Value Method in accordance with the provisionof Section 205(2)(b) of the Companies Act, 1956 at the rate prescribed in Schedule XIV of theCompanies Act, 1956 on pro-rata basis with reference to the date of acquisition/installation.

(H) INVESTMENTS

Long Term Investments are stated at Cost. Provision for diminution in the value of long terminvestments is made only if such decline is other than temporary in the opinion of the management.

(2) Expenditure in foreign currency : Nil

(3) Income in Foreign Currency : Nil

(4) Balance of Sundry Debtors, Creditors, Loans & Advances given and accepted as agreed by themanagement, is subject to confirmation.

(5) Previous years figures are regrouped and rearranged wherever necessary.

(6) Additional information pursuant to provisions of paragraphs 4C, 3 and 4D of part II of ScheduleVI to the companies Act, 1956 (information given to the extent applicable)


a. Licensed Capacity Not Applicable

b. Installed Capacity Not Applicable

c. Quantitative Information in respect of Sales,

Opening Stock and Closing Stock: NIL

(7) Accounting Standard 17 – Segment Reporting

There are no segments in the course of business carried on by the company.

(8) Accounting Standard 18 – Related party Disclosures

No transaction with related parties was made during the year.

(9) EARNING PER SHARE (AS 20) (IN RS.)

2010-11 2009-10

PROFIT/ (LOSS) AFTER TAX -145748 -161841

NO. OF EQUITY SHARES 2,40,00,000 8,00,000

EARNING PER SHARE -0.01 -0.20

(10) We have verified the vouchers and documentary evidences wherever made available. Where nodocumentary evidence was available, we have relied on the authentication given by the management.

(11) Payment to Auditors

31.03.2011 31.03.2010

For Statutory Audit 10000 10000

AS PER OUR REPORT OF EVEN DATE

FOR Y. D. & CO. FOR AND ON BEHALF OF THE BOARD

CHARTERED ACCOUNTANTS


(RAKESH PURI)

PARTNER DIRECTOR DIRECTOR

M.NO. 092728

PLACE : LUDHIANA PLACE : MUMBAI

DATE : 12th May, 2011


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 201131-03-2011 31-03-2010

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit After Tax And Extra Ordinary Items (1,179,706) (161,843)Adjustments ForDepreciation 5,225 8,708Tds Written off 0 0Operating Profit Before Working Capital changes (1,174,481) (153,135)

Adjustment For Trade & Other Receivables (114,874,817) (35,927,300) Trade Payables & Provisions (288,338) (6,310)

Preliminary Expenses 11,236 (44,944)Cash Generated From Operations (115,151,919) (35,978,554)

Net Cash From Operating Activities (116,326,400) (36,131,689)

B. Cash Flow From Investing ActivitiesPurchase Of Fixed Assets - -Sale of Investments (79,492,000) -Net Cash Used In Investing Activities (79,492,000) -

C. Cash Flow From Financing ActivitiesProceeds From Issue of Shares 196,000,000 36,000,000Repayment of Fixed Deposits -Loan GivenLoan Received (91,060) 123,394

Net Cash Received From Financing Activities 195,908,940 36,123,394Net Increase in Cash And Cash Equivalents 90,540 (8,295)Opening Balances of Cash And Cash Equivalents 85,505 93,800Closing Balances of Cash And Cash Equivalents 176,045 85,505Notes :1. The Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting

Standard 3"Cash Flow Statements” issued by the Institute of Chartered Accountants of India.2. Previous Year’s figures have been reclassified to confirm with current year’s presentation, where applicableThis is the Cash Flow Statement referred to in our report of even date.For Y. D. & Co.Chartered Accountants For and on behalf of the BoardFirm Reg. No. 018846 N

(Rakesh Pure) Director DirectorPartner (M. No. 092728)Place : Ludhiana Place : MumbaiDate : 12th May, 2011


TURBOTECH ENGINEERING LIMITEDBALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILSRegistration No. : 23839State code : 11Balance Sheet Date : 3/31/2011

II. CAPITAL RAISED DURING THE YEAR (Rs . In thousand)Public Issue : NILRights Issue : NILBonus Issue : NILPrivate Placement (Subscription to Memorandum) : NIL

III. POSITION OF MOBILISATION & DEPLOYMENT OF FUNDSTotal Liabilities : 246,110 Total Assets : 246110

Sources of funds :Paid up Capital : 240,000Pref Warrant : NILReserves & Surplus : 1,006Secured Loans : NILUnsecured Loans : 5,104

Application of Funds :Net Fixed Assets : 8Investments : 84,492Net Current Assets : 156,157Miscellaneous Expenditure : 34Accumulated Losses : 5,420Preoperative Expenses : NIL

IV. PERFORMANCE OF THE COMPANY :Turnover : NILTotal Expenditure : (1,179.71)Profit before tax : (145.75)Profit after tax : (145.75)Earning per Share : (0.01)

GENERIC NAME OF THE PRINCIPLE PRODUCT & SERVICES OF THE COMPANY.

Item Code No. : N.A.(ITC Code) : N.A..Product Description :

For Y. D. & Co. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS.Chartered AccountantFirm Reg. No. 018846 N

(Rakesh Puri)Partner (Director) (Director)Place : Ludhiana Place : MumbaiDate : 12th May, 2011


AffixRe. 0.50RevenueStamp

TURBOTECH ENGINEERING LIMITED8, Gandhi Buldg., Nr.Akruali Road, Nr.ESI Hospital, Nr.Dena Bank, Kandiwali (E), Mumbai - 400 101

Name:_____________________________________

(Please write your name in BLOCK – letters)Registered Folio No.:____________DP ID/Client ID :_______________Shares Held :____________

ATTENDENCE SLIP(to be handed over at the entrance of the meeting hall)

I hereby record my presence at the Annual General Meeting of the Company to be held on at Thursday, 15thJune, 2011 at 11.00 a.m. at the registered office of the Company at 8, Gandhi Buldg., Nr. Akruali Road, Nr.ESI Hospital, Nr. Dena Bank, Kandiwali (E), Mumbai - 400 101.

______________________Member’s/ Proxy Signature(To be signed at the time of handing over this slip)

NOTE: Please carry with you this attendance slip and hand over the same duly signed at the spaceprovided, at the entrance of the Meeting Hall.

CUT HERE

TURBOTECH ENGINEERING LIMITED8, Gandhi Buldg., Nr.Akruali Road, Nr.ESI Hospital, Nr.Dena Bank, Kandiwali (E), Mumbai - 400 101

FORM OF PROXYRegistered Folio No.:_________________

DP ID/Client ID _____________________

No. of Shares Held___________________

II/We__________________________________________ of _____________________ being member/

members of the above named Company hereby appoint_________________ of ______________ or failing

him/her ___________________ of ________________ as my/ our Proxy to vote for me/ us and on my/ our

behalf at Annual General Meeting of the Company to be held on at Thursday, 15th June, 2011 at 11.30 a.m.

at the registered office of the Company at 8, Gandhi Buldg., Nr. Akruali Road, Nr. ESI Hospital, Nr. Dena

Bank, Kandiwali (E), Mumbai - 400 101.

Signed __________ day of _________ 2011.

Signed by the said_____________________.

NOTE: The proxy to be effective must be deposited at the registered office of the company not less

than 48 hours before the commencement of the meeting.

Documents

TURBOTECH ENGINEERING LIMITED - bseindia.com · Annual Report 2010-2011 3 NOTICE Notice is hereby Given That The Annual General Meeting of the Turbotech Engineering Limited Will be