| Dear Members,
FINANCIAL RESULTS:
The main Financial Highlights of the Company are given below.
Year Ended
Year Ended 31st 31st March,
Particulars March, 2014 2013
(Rs. In 000) (Rs. In 000)
Total Income 66,56,131.29 18,46,500.00
Profit/Loss before Tax 80,084.87 14,334.66
Profit/Loss after Tax 71,976.90 8,909.021
Balance brought forward from earlier years 49,750.32 40841.30
Transfer to General Reserve/ Balance
carried forward to Balance sheet 1,21,727.20 49,750.32
REVIEW OF OPERATIONS:
During the year under review, your company has achieved a gross
turnover of Rs.652 Crores against the last year turnover of Rs.185
Crores showing a growth of 352%. Your Directors are hopeful that in the
current financial year, company will achieve higher growth accompanied
with better results.
SHARE CAPITAL:
During the year, the company has converted 6,25,000 Zero Percent
Convertible Preference Shares into Equity shares at Rs.12/- as per
Rs.10/- each as face value and Preimium of Rs. 2/-each . Total Paid
Share Capital is increased to 86, 28,500 equity shares.
DIVIDEND:
In order to conserve the financial resources, your Directors do not
recommend any dividend for this financial year.
DIRECTORS:
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Anand Singh
as an Additional Director of the Company w.e.f. 23rd August, 2014.
Mrs. Kavya Amit Singh has resigned from the post of Managing Director
from the Company w.e.f. 23rd August, 2014.
General Meeting (AGM) of the Company: - Mr. Navmeet Arora, Director,
retires by rotation and being eligible has offered himself for
re-appointment.
AUDITORS:
M/s. P. C. Surana & Co, Chartered Accountant, Mumbai, be and are hereby
appointed as Statutory Auditor of the Company to fill up the casual
vacancy caused by the resignation of M/s. BRR & Associates, Chartered
Accountants, Mumbai, and to hold office of the auditor till the
conclusion of the AGM of the Company as per term prescribed by
Companies Act,2013 (subject to ratification of their appointment at
every AGM), on a remuneration to be determined by the Board of
Directors of the Company, based on the recommendations of the Audit
Committee.
DEPOSITORIES:
The Company is registered with both National Securities Depository
Limited and Central Depository Services (India) Limited. The
shareholders can take advantage of holding their scripts in
dematerialized mode.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion & Analysis Report is attached as Annexure A
to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The information as required under section 217(1) (e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in Report
of the Board of Directors) Rules, 1988, with respect to conservation of
energy, technology absorption and foreign exchange earnings is given
below:
A. Conservation of Energy:
The Company is not covered under the list of specified industries and
hence the disclosures under the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, as regards
Conservation of Energy is not applicable.
B. Technology Absorption Adaptation and Innovation:
The Company is not covered under the list of specified industries and
hence the disclosures under the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, as regards
Technology Absorption Adaptation and Innovation is not applicable.
C. Foreign Exchange Earnings and Outgoings: Foreign Exchange Earnings :
Nil Foreign Exchange Outgoings : Nil
CORPORATE GOVERNANCE:
Your Company is fully compliant with the Corporate Governance
guidelines, as laid out in Clause 49 of the Listing Agreement. All the
Directors (and also the members of the Senior Management - of the rank
of General Managers and above) have confirmed in writing their
compliance with and adherence to the Code of Conduct adopted by the
Company. The details of the Code of Conduct are furnished in Annexure-B
to this Report. The Managing Director has given a certificate of
compliance with the Code of Conduct, as required by SEBI guidelines.
The Statutory Auditors of the Company have examined the requirements of
Corporate Governance with reference to Clause 49 of the Listing
Agreement, and have certified the compliance, as required under SEBI
guidelines. The certificate is reproduced as Annexure - C to this
Report.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement as required under Sec on
217(2AA) of the Companies Act, 1956 is furnished in Annexure - E to
this Report.
Particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
1975, as amended, forms part of this report. However, as per provisions
of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and
Accounts are being sent to the members excluding the statement of
particulars of employees under Section 217 (2A) of the Companies Act,
1956. Any member interested in obtaining a copy of the said statement
may write to the Company Secretary at the Registered Office of the
Company.
ACKNOWLEDGMENTS:
Yours Directors wish to express their gratitude to the Members,
Bankers, Financial Institutions and the Customers for their active
support and patronage. We also wish to acknowledge the spirit of
dedication, commitment and co-operation extended by employees at all
levels.
For and on behalf of the Board of Directors
Sd/-
Date: 23rd August, 2014
Place: Mumbai Chairman & Managing Director
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