| The Board of Directors have pleasure in presenting the Twenty Seventh
Annual Report of your Company together with the audited Statement of
Accounts for the year ended 31 March 2014 and Auditors' Report thereon.
PERFORMANCE
Financial results of your Company for the year ended 31 March 2014 are
as under:
(Rs. in Lakh)
For the year For the year
Particulars ended ended
31 March 2014 31 March 2013
GROSS INCOME 1522.74 1457.68
Administrative Expenses 1464.33 1394.14
Depreciation - -
OPERATING PROFIT 58.41 63.54
(Profit before tax)
PROVISION FOR TAX 18.41 19.02
Deferred Tax Charge / (0.36) 0.60
(Credit)
PROFIT AFTER TAX 40.36 43.92
During the year under report, your company recorded a total income of Rs.
1522.74 Lakh as against Rs. 1457.68 Lakh in the previous year. The
company has posted Net Profit of Rs. 40.36 Lakh after providing Rs. NIL for
depreciation and Rs. 18.05 Lakh for taxation.
DIVIDEND
The Board of Directors are pleased to recommend dividend at the rate of
12.50% i.e. Rs. 0.3125 per equity share of Rs. 2.50 on all the fully
paid-up equity shares of the Company to the Shareholders for their
approval at the ensuing Annual General Meeting. The outflow on account
of the proposed dividend, including the dividend tax, would be Rs. 3259
lakhs.
PERSONNEL
There are no employees whose particulars are required to be furnished
under the provisions of Section 217(2A) of the Companies Act, 1956 read
with Companies (Particulars of Employees) Rules, 1975.
HUMAN RESOURCE
During the year Induction programme was introduced for the sales teams.
Employees were trained on Compliance, Product features and basics of
selling skills. Rewards and recognition events were organized for
performing employees.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The operations of the Company do not involve any manufacturing or
processing activities. Hence, the requirement to disclose the
particulars as per the Companies (Disclosures of particulars in the
Report of the Board of Directors) Rules, 1988, regarding conservation
of energy and technology absorption is not applicable to the company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings or outflow during the year
under report.
DIRECTORS
- The Board of Directors at its meeting held on 24 February 2014
appointed Ms. Meenakshi A. as the Managing Director & Chief Executive
Officer of the Company, without remuneration, for a period of one year
effective 24 February 2014. A proposal to appoint Ms. Meenakshi A as
Managing Director & CEO, is being placed before the shareholders at the
ensuing AGM.
- Mr. Ashok Rao B Director retires by rotation and is eligible for
re-appointment.
During the year, the composition of the Board of Directors of the
Company was changed with Ms. Meenakshi A being appointed as Managing
Director & CEO effective 24 February 2014 in place of Mr. Ashok Rao B.
Mr. Ashok Rao B who continued to be a Director. As on date, the
composition of the Board of Directors of the Company is as follows:
Managing Director & Chief Executive Officer
Ms. Meenakshi A
Non-Executive Directors
Mr. Ashok Rao B Mr. Brett Morgan Mr. Mahesh Dayani
During the year 2013-14, five Board Meetings were held. The dates of
the Board meetings held were: 22 April 2013, 17 July 2013, 15 October
2013, 24 January 2014 and 24 February 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors
hereby state that -
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) they had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year 31 March 2014 and of the
profit of the Company for the year under review;
(iii) they had taken proper and sufficient care 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;
(iv) they had prepared the accounts for the financial year ended 31
March 2014 on a going concern basis.
AUDITORS
M/s. B S R & Co LLP, Chartered Accountants, the Statutory Auditors of
the Company retire at the ensuing Annual General Meeting and are
eligible for reappointment
Subject to the approval of the shareholders, it is proposed to appoint
M/s. BSR & Co, LLP Chartered Accountants as Statutory Auditors of the
Company for the financial year 2014-15, for the fourth consecutive
year. Shareholders are requested to appoint the said auditors and
authorize the Board of Directors to fix their remuneration.
REGISTRARS AND SHARE TRANSFER (R&T) AGENTS
Karvy Computer Share Private Limited continues to be the Registrar and
Share Transfer Agents for the shares of the company.
OUTLOOK
The main object of the Company is to carry on business of non-fund/ fee
based activities of marketing and distribution of various financial
products / services of IVBL / other companies, apart from recovery of
the old lease rentals due to the Company. The Wealth Management
Services of the Company were transferred to its holding Company, ING
Vysya Bank Limited, from April 2007. Further, your Company continues to
provide the services to the parent company, ING Vysya Bank Limited, as
may be required from time to time on a non-exclusive contract basis.
ACKNOWLEDGEMENT
Your Directors thank all the customers, advisors, auditors and
advocates for their continued valuable support.
Your Directors place on record their appreciation of the devotion and
contribution of the employees at all levels.
Your Directors place on record their gratitude for the overall support
extended by the parent company, ING Vysya Bank Limited.
For and on behalf of the Board
Meenakshi A Ashok Rao B
Managing Director & Director
Chief Executive Officer
Place : Bangalore
Date : 25 April 2014
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