| Dear Members,
The Directors have pleasure in presenting the Twenty First Annual
Report and the Audited Statement of Accounts of the Company for the
financial year ended 31st March 2014.
FINANCIAL RESULTS
The financial results for the year ended 31st March, 2014 are as under:
(Rs. in Lacs)
Particulars 2013-14 2012-13
Total Revenue (Gross) 82.91 75.45
Profit before Depreciation 67.89 67.60
Less : Depreciation 0.07 0.07
Profit Before Tax 67.82 67.53
Less : Provision for Taxation 20.96 20.87
Profit After Taxation 46.86 46.66
Less: Provision against Standard Assets 1.55 1.41
Less: Transferred to Reserve Fund-45 IC 9.37 9.33
Add : Balance brought forward 131.81 95.89
Balance Carried to Balance Sheet 167.75 131.81
OPERATIONS
During the financial year 2013-14, the company has carried only
business of financing activity. In respect of its financing activities,
the total interest income (gross) for the year was Rs. 82.91 lacs as
against Rs. 75.45 lacs for the previous year. During the financial year
2013-14, the company has not carried any activity of dealing in shares
and derivatives. The company has not carried out any investment
activity during the year. Further the company does not have any
borrowed funds and therefore had no interest expenses. Depreciation for
the year was Rs. 7296/-. The profit before tax for the year is Rs.
67.82 lacs as against Rs. 67.53 lacs for the previous year. Provision
for the current income tax amounted to Rs. 20.96 lacs. The net profit
after tax for the current year is Rs. 46.86 lacs as against Rs. 46.66
lacs for the previous year. An amount of Rs. 9.37 lacs has been
transferred to the reserve fund account and Rs. 1.55 lacs to the
provision against standard assets account as mandated for the NBFCs.
The resultant credit balance after appropriations for the year is Rs.
35.94 lacs and after considering the brought forward balance of Rs.
131.81 lacs, the total credit balance of the profit and loss account at
Rs. 167.75 lacs is carried to the Balance Sheet as at 31st March, 2014.
DIVIDEND
Directors do not propose any dividend in view of moderate profits for
the financial year ended on 31st March, 2014.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Article of Association of the Company, Mr. Jagdishbhai K. Bodra and Mr.
Kautilbhai P. Patel, Directors of the Company, retire by rotation at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment.
AUDITORS
The Auditors M/S Pankaj P. Sanghavi and Co. hold office until the
conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment.
The Ministry of Company Affairs has notified the provisions of section
139 of the Companies Act, 2013, for appointment of Auditors, which
effective from April, 2014. Pursuant to section 139(2) of the Companies
Act, 2013 and the rules made thereunder, no listed company shall
appoint or re-appoint an audit firm as auditor for more than two terms
of 5 consecutive years. Further, the aforesaid appointment is subject
to ratification by the Members of the Company at every AGM.
The Period of ten years (two terms of 5 years each) has to be
calculated from the date of appointment of the auditors. Further, the
proviso to said section 139(2) stipulates that every company existing
on or before the commencement of the Companies Act, 2013, has to comply
with the requirements of this section within 3 years from the date of
commencement of the Act. M/S Pankaj P. Sanghavi and Co. has served for
3 years. Pursuant to Section 139(2) of the Companies Act, 2013, the
Audit Committee and the Board of Directors of the company have
recommended their appointment for a period of one year i.e. from the
conclusion of 21st AGM till the conclusion of 22nd AGM subject to the
approval of Members in the AGM of the Company. M/S Pankaj P. Sanghavi
and Co. have confirmed that their re-appointment, if made, will comply
with the eligibility criteria in terms of Section 141 (3) of the
Companies Act, 2013.
AUDITORS' REPORT
Observations made in the Auditors' Report for the financial year
2013-14 are self-explanatory and therefore, do not call for any further
comments under section 217(3) of the Companies Act, 1956.
PUBLIC DEPOSITS
Pursuant to the provisions of Section 58A of the Companies Act, 1956,
the Company has not accepted any deposits from the public during the
financial year 2013-14 and that there is no outstanding balance of such
public deposits as at 31st March, 2014.
PARTICULARS OF EMPLOYEES
During the year, no employee of the Company received a salary of more
than Rs.60.00 lacs per annum or Rs.5.00 lacs per month. Accordingly, no
particulars of employees are to be given pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
[pursuant to section 217 (1) (e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988]
During the year, the Company has not carried any activity in relation
to conservation of energy or technology absorption and therefore
particulars with respect thereto is - NIL.
There were no foreign exchange earnings or outgo during the financial
year 2013-14.
COMPLIANCE CERTIFICATE
The Company has obtained Compliance Certificate for the financial year
2013-14 in accordance with the provisions of Section 383A of the
Companies Act, 1956 read with Rule 3(2) of the Companies (Compliance
Certificate) Rules, 2001. A copy of the Compliance Certificate dated
May 30, 2014 issued by M/s. Dayanand Sharma & Associates, Practicing
Company Secretaries is annexed hereto and forms part of this Report.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement, a report on
Corporate Governance along with the Auditors' certificate thereon is
annexed hereto and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
During the financial year 2013-14 the Company has increased its
profitability by focusing more on the financing activities with the
available resources. During the year the Company has not carried on its
business of dealing in shares and derivatives and any investment
activity. The management has initiated discussions for growth and
restructuring of the business of the company but the same is still at
very preliminary stage. However the Company will continue to share
with its members, details of any other business opportunities as and
when the same are taken up for such discussions.
The existing business of the company is being expanded within the
available resources which may eventually improve the profitability and
consequently the values for the stakeholders.
The Company's liquidity and capital resources are sufficient to meet
its expected working capital requirements for the ongoing business
during the current year.
The Company has internal control systems which are adequate with
respect to the level of present activities.
The financial performance of the Company is directly correlated to the
operational performance of the Company in view of its nature of
business. The financial performance of the Company has been moderate
this year as it earned reasonable profit for the year.
The Company believes in developing human resources and maintaining
cordial relations with all its shareholders, clients, staff and other
agencies with whom it needs to deal.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act
1956, the Directors, based on the information and representations
received from the management, confirm that:
(i) In preparation of the accounts for the financial year ended 31st
March 2014, the applicable accounting standards have been followed;
(ii) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and of the Statement of Profit
and Loss Account for the year ended on 31st March, 2014;
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities; and
(iv) The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT
The Board of Directors wish to place on record their sincere
appreciation and acknowledge with gratitude the support and
co-operation extended by the shareholders, clients and bankers and look
forward to their continued support.
By Order and on behalf of the Board
Jagdishbhai K. Bodra
Director
DIN: 0064752
Place : Mumbai
Date : May 30, 2014 |