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Directors Report of Aagam Capital Ltd.

Mar 31, 2014

Dear Members,

The Directors of your company present the Twenty Second Annual Report and the Statement of Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Year Ended Year Ended 31st March 2014 31st March 2013

Operational & Other Income 14,97,216 184,697,773

Profit/(Loss) before Depreciation & Tax 6,37,566 (2,78,65,345)

Less: Depreciation 74,866 1,757,095

Profit/ (Loss) before Tax 5,62,700 (26,108,250)

Less: Provision for tax

* Current Tax 1,07,233 —

* Deferred Tax — —

* Fringe Benefit Tax — —

* MAT Credit Entitlement — —

* (Excess)/ Short Provision for Tax of Earlier Year 204,158

Profit / (Loss) after Tax 4,55,477 (26,312,408)

OPERATIONS:

There is a Profit after tax amounting to Rs. 4,55,477 as compared to the loss of the previous year Rs.2, 63, 12,409

DIVIDEND & APPROPRIATIONS:

The Board of Directors of the Company do not recommend any dividend for the year 2013-2014. During the year under review the Company has transferred an amount of Rs. NIL out of current profits to Reserve Fund In accordance with Section 45-IC of the RBI Act, 1934.

DIRECTORS

Mr. Vikash Kumar Resigned from the Board of Directors of the Company w.e.f 20th May, 2014. Mr. Januram Choudhary who retire by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 and of the loss of the Company for the year under review;

3. That the Directors have 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;

4. That the Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s. Motilal Jain and Associates, Chartered Accountants, the Company''s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

In view of the nature of activities which are being carried out by the Company, your Directors have nothing to state in connection with Conservation of Energy and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earning & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms part of this report.

AUDITORS'' REPORT:

Observations made in the Auditors'' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956 and the rules made there under as amended.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, Clients, and all the Business Associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company''s management. The Directors also convey their appreciation to all the employees at all levels for their enormous personal efforts as well as collective contribution.

For & on behalf of the Board of Director

Place : Mumbai Shri Anil Kothari Date : August 27th , 2014 Chairman

Registered Office : ''Room No 2, 3rd floor, 5/7, Kothari House, OAK Lane Fort, Mumbai - 400 023.


Mar 31, 2012

The Directors of your company present the Twentieth Annual Report and the Statement of Audited Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS: ( Rs. In Lakhs)

Year Ended Year Ended 31st March 2012 31st March 2011

Operational & Other Income 3848.65 16642.04

Profit/(Loss) before Depreciation & Tax (386.70) 39.88

Less: Depreciation 20.62 16.01

Profit/(Loss) before Tax (366.08) 23.87

Less : Provision for tax

- Current Tax - -

- Deferred Tax - -

- Fringe Benefit Tax - -

- MAT Credit Entitlement - -

Profit/(Loss) after Tax (366.08) 23.87

Balance Brought Forward 54.34 36.27

Balance available for appropriations (311.74) 58.86

Less: transferred to Reserve Fund NIL 4.51

Balance Carried Forward (311.74) 54.34

OPERATIONS:

Operational and Other Income decreased to Rs. 3848.65 Lakhs from Rs. 16642.04 Lakhs in the previous year - a decline of 76.87 %. The loss after tax for the current year is Rs. 366.08 Lakhs as against profit of Rs. 23.87 Lakhs in the previous year.

DIVIDEND & APPROPRIATIONS:

The Board of Directors of the Company do not recommend any dividend for the year 2011- 2012. During the year under review the Company has transferred an amount of Rs. NIL out of current profits to Reserve Fund I accordance with Section 45-IC of the RBI Act, 1934.

DIRECTORS:

Mr. Manu Punnoose, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending the above appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 and of the loss of the Company for the year under review;

3. That the Directors have 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;

4. That the Annual Accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s. Mehta Chokshi & Shah., Chartered Accountants, the Company's Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

In view of the nature of activities which are being carried out by the Company, your Directors have nothing to state in connection with Conservation of Energy and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earning & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms part of this report.

AUDITORS' REPORT:

Observations made in the Auditors' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956 and the rules made there under as amended.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, Clients, and all the Business Associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to all the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

RAKESH S KATHOTIA Chairman

Place: Mumbai Date : May 28, 2012

Registered Office "The International House", 4th Floor, New Marine Line Cross Road No. 1, Near American Centre, 16, Maharshi Karve Road, Churchgate, Mumbai - 400 020


Mar 31, 2010

The Directors of your Company present the Eighteenth Annual Report and the Statement of Audited Accounts for the year ended 31st March 2010

FINANCIAL HIGHLIGHTS:

( Rs. In Lakhs)

Year Ended Year Ended 31st March 2010 31st March 2009

Operational & OtherIncome 11,206.42 8,304.81

Profit/(Loss) before Depreciation & Tax 105.11 (580.75)

Less:Depreciation 3.96 3.91

Profit/(Loss) before Tax 101-15 (584.66)

Less : Provision for tax

-Current Tax 11.90 -

-Deferred Tax (3.22) (0.19)

- Fringe Benefit Tax - 0.70

- MAT Credit Entitlement (3.00) -

Profit/(Loss) after Tax 95.47 (585.17)

Balance Brought Forward (50.13) _535.04

Balance available for appropriations 45.34 (50-13)

Less: transferred to Reserve Fund 9.07 -

Balance Carried Forward 36.27 (50.13)

OPERATIONS:

Operational and Other Income increased to Rs.11,206.42 Lakhs from Rs.8,304.81 Lakhs in the previous year - a growth of 34.94%. The profit after tax for the current year is Rs.95.47 Lakhs as against loss of Rs.585.17 Lakhs in the previous year.

DIVIDEND & APPROPRIATIONS:

The Board of Directors of the Company do not recommend any dividend for the year 2009- 2010. During the year under review the Company has transferred an amount of Rs. 9.07 Lakhs out of current profits to Reserve Fund, in accordance with Section 45-IC of the RBI Act, 1934.

DIRECTORS:

Mr. V. Shridharan, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending the above appointment.

DIRECTORS RESPONSIBILITY STATEMENT;

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistendy and made judgements and estimates that are 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 yearand of the profit of the Company for the year under review,

3. That the Directors have 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;

4. That the Annual Accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

AUDITORS:

M/s. Price Waterhouse, Chartered Accountants, the Companys Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

In view of the nature of activities which are being carried out by the Company, your Directors have nothing to state in connection with Conservation of Energy and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earning & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms part of this report.

AUDITORS REPORT:

Observations made in the Auditors Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956

FIXED DEPOSITS;

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of die Companies Act, 1956 and the rules made there under as amended.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, Clients, and all the Business Associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Companys management. The Directors also convey their appreciation to all die employees at all levels for dieir enormous personal efforts as well as collective contribution.

For and on behalf of the Board

RAKESH S KATHOTIA

Chairman

Place: Mumbai

Date : 29th May 2010

 
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