| To The Members of,
M/s. Shree Nath Commercial & Finance Limited
The Directors present their 30th Annual Report with Audited Statement
of Accounts for the year ended on March 31, 2014.
FINANCIAL PERFORMANCE:
(Amt. In Lacs)
Year Ended Year Ended
Particulars 31/03/2014 31/03/2013
Income 737.10 816.65
Profit before Dep. & Int. (14.89) (72.59)
Depreciation 13.43 17.50
Interest 0.48 0.00
Profit after Depreciation & Interest (28.80) (90.10)
Provision for Taxation 0.00 0.00
Provision for Tax (deferred) (13.76) 3.17
Tax Adjustment for earlier years 0.00 0.00
Profit after Tax (15.05) (86.93)
Net profit/ (Loss) (15.05) (86.93)
Amount Available for Appropriation (15.05) (86.93)
Balance carried to Balance Sheet (15.05) (86.93)
FINANCIAL HIGHLIGHTS
During the year under consideration the Company's Total sales including
other income is Rs 737.10 Lacs as compared to Rs. 816.65 Lacs in the
previous year and thereby registering a decrease of 9.75% as compared
to the previous year. The Net Loss after tax was Rs. (15.05) Lacs for
the year against Rs. (86.93) Lacs in the previous year, inspite of
registering loss in current year also, the company has managed to curb
the amount of loss much lower than in a ratio against its total income
as compared to last year.
DIVIDEND
In view of losses during the year, your Directors have not recommended
any dividend on Equity Shares for the year under review.
DIRECTORS
During the year under review, your Board inducted Mrs. Madhu Rajkumar
Goel as an Additional Director of the Company in the category of
Independent Director. In terms of Section 161 of the Companies Act 2013
(corresponding Section 260 of the Companies Act 1956) Mrs. Madhu
Rajkumar Goel will hold office up to the date of the ensuing Annual
General meeting. The Company has received notice in writing along with
deposit pursuant to Section 160 of Companies Act, 2013, proposing
appointment of Mrs. Madhu Rajkumar Goel as an Independent Director.
Your Board has recommended appointment of Mrs. Madhu Rajkumar Goel as
Independent Director not liable to retire by rotation for a period of 5
consecutive years up to 06th March, 2019.
As per the provisions of the Companies Act, 2013 Mr. Viral Ishwar
Bhatt, Director & CFO of the Company, retires by rotation and being
eligible, offers himself for re-appointment at the ensuing Annual
General Meeting. Board has recommended his re-appointment.
During the year under review Mr. Girraj Kishor Agarwal and Mr. Praveen
Vidyashankar Vasishth has resigned from the Board with effect from
24/01/2014 and 07/03/2014 respectively due to their pre- occupation.
Board appreciates the valuable contribution to the Company during the
tenor of their directorship.
DECLARATION OF INDEPENDENCE BY DIRECTORS
The Independent Non-executive Directors of the Company, viz. Mr. Zubin
Jasi Pardiwala and Mrs. Madhu Rajkumar Goel have affirmed that they
continue to meet all the requirements specified under Clause
49(I)(A)(iii) of the listing agreement in respect of their position as
an "Independent Director" of Shree Nath Commercial & Finance Limited.
AUDITORS
M/s. Pravin Chandak & Associates, Chartered Accountants having
Registration No. 116627W, have been the Auditors of the Company since
23th August, 2010 and have completed a term of four years. As per the
provisions of section 139 of the Act, no listed Company can appoint or
re-appoint an audit firm as auditor for more than two terms of five
consecutive years. In view of the above, M/s. Pravin Chandak &
Associates, being eligible for re-appointment and based on the
recommendation of the Audit Committee, the Board of Directors has, at
its meeting held on 27th August, 2014, proposed the appointment of M/s.
Pravin Chandak & Associates, as the Statutory Auditors of the Company
for a consecutive period of five years to hold office from the
conclusion of this AGM till the conclusion of the 35th AGM of the
Company to be held in the year 2019 (subject to ratification of their
appointment at every AGM).
AUDITORS REPORT
Observations made in the Auditors' Report are self- explanatory and
therefore do not call for any further comments under Section 134 (1) of
the Companies Act, 2013.
DEPOSITS
Your Company has not accepted any Deposits and as such no amount on
account of principal or interest on Public Deposits within the meaning
of Section 73 of The Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 1975, was outstanding as on the date of
the Balance Sheet.
APPLICATION TO RBI
With reference to remarks made by the Auditors in its report, we would
like to inform you that Since your Company is engaged in the business
of Share Trading, Investment and granting of Loan & Advances, which was
classified as a NBFC Activities by RBI and such Companies need to get
registered with RBI and to hold valid COR to carry on such activities.
With the view to comply with the provision of RBI Act, 1934, your
Company has made an application to RBI to obtain Certificate of
Registration in the month of April, 2014, but RBI has stop to accepting
application vide its press release No. 2013-2014/1931 dated 1st April,
2014.
CONSOLIDATION OF SHARE CAPITAL
During the year under consideration the management of the Company with
the view to make the Company more attractive to potential investors,
reclassified the Share Capital of the Company by Consolidating the
Share Capital in a ratio of 1 share for every 10 shares held, with firm
belief that the consolidation will establish the share price that is
more appropriate for a listed entity of the Company's size, in addition
compared to its peers listed on the BSE. Consequently the Issued
Capital of the Company reduced from 12,65,24,900 shares of Rs. 1/- each
to approximately 1,26,52,490 shares of Rs.10/- each w.e.f. 01/11/2013
Record Date for the purpose of consolidation of shares.
The members had accorded their approval for the same in duly conveyed
AGM held on 30/09/2013. The Consolidation did not have any material
impact on percentage of holdings of each member. The only immaterial
changes occurred was due to rounding off, for which Company has paid
the Cash to the respective members for balance of their portion not
rounded off in multiples of ten.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
1. In the preparation of the annual accounts for the financial year
ended 31st March, 2014 the applicable accounting standards have been
followed.
2. Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the State of affairs of the corporation as at the end of
March 31, 2014 and of the profit of the Company for the year ended on
that date.
3. Proper and sufficient care to the best of their knowledge and
ability for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
4. The Annual Accounts of the Company have been prepared on the
ongoing concern basis.
DIRECTORS RESPONSE TO REMARKS IN AUDITOR'S REPORT
"The Company did not have an internal audit system during the year" In
the opinion of the Management, there are adequate internal control
system and procedures commensurate with the size of the Company and
nature of its business. The Company is in the process of appointing
Internal Auditors.
STATUTORY DISCLOSURES
As required under the provisions of section 217(2A) of the Companies
Act, 1956, read with the companies (Particulars of Employees) Rules,
1975, as amended, particulars of employees are set out in the annexure
to the Directors' Report. As per the provisions of Section
219(1)(b)(iv) of the said Act, this report is being sent to all the
members excluding the particulars of the employees.
Directors' Responsibility Statement as required by section 217(2AA) of
the Companies Act, 1956 appears in preceding paragraph.
Certificate from auditors of the Company regarding compliance of
conditions of corporate governance is annexed to this report.
A Cash Flow Statement for F.Y 2013-2014 is attached to the Balance
Sheet.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation of energy and
Technology absorption are not applicable.
FOREIGN EXCHANGE
There is no inflow and outflow of Foreign Exchange.
PARTICULARS OF EMPLOYEE
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees) Rules 1975,
forms part of this report - Not applicable.
LISTING OF SHARES
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year 2014 -
2015.
CORPORATE GOVERNANCE COMPLIANCE
As required under the listing agreement with the stock exchange,
corporate governance and management discussion and analysis report form
part of this Annual Report.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATION
The Chief Executive Officer and Chief Financial Officer Certification
as required under Clause 49 of the Listing Agreements and Chief
Executive Officer declaration about the Code of Conduct is Annexed to
this Report.
GREEN INITIATIVE IN CORPORATE GOVERNANCE'
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29, 2011 respectively), has undertaken
'Green initiative in corporate Governance' and allowed companies to
share documents with its shareholders through an electronic mode.
Members are requested to support their green initiative by
registering/updating their email addresses, in respect of shares held
in dematerialized form with their respective depository participants
and in respect of shares held in physical form with Companies RTA.
COMPANIES ACT, 2013
The Companies Act, 2013 was notified in the Official gazette of the
Government of India on August, 29, 2013. On September 12, 2013
Ministry of Corporate Affairs (MCA) notified 98 sections and on March
27, 2014 the MCA notified another 198 sections which were deemed to
come into force on 1st April, 2014.
The MCA wide circular No. 08/2014 dated April 4, 2014 clarified that
the financial statements and the documents required to be attached,
thereto, the auditors' and directors' report in respect of the
financial year under reference shall continue to be governed by the
relevant provisions of the Companies Act, 1956, schedules and rules
made there under.
The Company has accordingly prepared the balance sheet, profit & Loss
a/c, the schedules and notes thereto and the Director's report in
accordance with the relevant provisions of the Companies Act, 1956,
schedules and rules made there under.
The Company has to take cognizance of the new legislation and shall
comply with the provisions of the Companies Act, 2013 as applicable.
ACKNOWLEDGEMENT
The Board of Directors wishes to express sincere thanks to Bankers,
Shareholders, clients, Financial Institutions, customers, suppliers and
employees of Companies for extending support during the year.
FOR & ON BEHALF OF THE BOARD
Place: Mumbai Sd/- Sd/-
Dated: 27/08/2014 Tanu Agarwal Madhu Goel
(Whole Time Director) (Director)
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