Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 22nd Annual Report
together with the Audited Financial Statement for the year ended on
31st March, 2015.
FINANCIAL RESULTS
Consolidated
Year ended Year ended
31.3.2015 31.3.2014
Revenue from operations & other 36,886,665 43,583,390
Income
Profit (Loss) before Interest & 6,396,475 4,071,268
Depreciation
Less: Interest 4991441 59,98,567
Less: Depreciation 4,403,953 3,833,230
Profit (Loss) After Depreciation & (2,998,919) (5,760,529)
before Tax
Exceptional Item 5,696,734 63,94,442
Profit before Tax 2,697,815 633,913
- Taxation Current Year 100,000 390,600
- Deferred Tax 567,234 (886,805)
Profit /(Loss) after tax 2,030,581 1,130,118
Standalone
Year ended Year ended
31.3.2015 31.3.2014
Revenue from operations & other 36,954,021 4,37,03,207
Income
Profit (Loss) before Interest & 6,662,439 37,32,540
Depreciation
Less: Interest 4,991,441 59,98,567
Less: Depreciation 4,401,980 38,16,506
Profit (Loss) After Depreciation & (2,730,982) (60,82,533)
before Tax
Exceptional Item 5,696,734 63,94,442
Profit before Tax 2,965,752 3,11,909
- Taxation Current Year 100,000 3,20,000
- Deferred Tax 653,188 (6,06,493)
Profit /(Loss) after tax 2,212,564 5,98,402
FUTURE OUTLOOK & EXPANSION PLAN:
The company is focused on building a long term stable business with
emphasis on retail business brokerage that does not rely on highly
leveraged trading clients.
The actions of the new government will have a significant bearing on
the pace of policy reforms, improvement in investment climate and on
the public market sentiments. Stability in global markets and sustained
demand from the industrialized nations are also imperative for the
growth playing out along expected lines.
With the launch of our most innovative product, '1 Paise brokerage per
executed order' in capital market, your Company has commenced its
journey to create wonders in conducting business and change the overall
views of broking industry.
To make this a super success and break the myth of how stock brokers
operate, we want to go few steps ahead. Our roadmap is ready with lot
of ideas and we are all set to achieve our goals. We have set of
targets to be achieved & to accelerate the growth Company is looking
out for fresh Investments.
Our subsidiary Company, Action Commodities Limited, became one of the
first Company all over India, to get the approval from Insurance
Regulatory Development Authority (IRDA) to dematerialize all insurance
policies of all policy holders including individuals, firms and
corporate. This will create additional client base for the Company and
will also help generate additional revenue for the Company.
DIVIDEND
The Company does not recommend any dividend on Cumulative Redeemable
Preference Shares and Equity Shares for the year ended 31st March,
2015.
TRANSFER TO RESERVE
The Company did not transfer any amount to reserve this year.
SHARE CAPITAL
The paid up Share Capital of the company as on 31st March, 2015 was Rs.
133,325,000. During the year under review, the Company has not issued
shares with differential voting rights nor granted stock options nor
sweat equity.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES AND JOINT
VENTURES:
As on March 31st, 2015, the Company had two Indian wholly owned non
material subsidiaries. There has been no change in the number of
subsidiaries or in the nature of business of the subsidiaries, during
the year under review. In accordance with Section 129(3) of the
Companies Act, 2013, the Company has prepared a consolidated financial
statement of the Company and all its subsidiary companies, which is
forming part of the Annual Report. A statement containing salient
features of the financial statements of the subsidiary companies is
also included in the Annual Report.
There is no new incorporation or Cessation of any Company as a
subsidiary, associate company or joint venture during the year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last
year, the provisions of Section 125 of the Companies Act, 2013 do not
apply.
CONSOLIDATED RESULTS:
The audited Standalone and consolidated Financial Statements of the
Company along with its subsidiary companies are attached herewith and
form part of this annual report. These have been prepared in accordance
with the provisions of the Companies Act, 2013, the Listing Agreement,
the Accounting Standard 21 (AS-21) on Consolidated Financial Statements
and Accounting Standard 23-(AS-23) on Accounting for Investments in
Associates in Consolidated Financial Statements based on Audited
Financial Results for the year ended 31st March, 2015.
The statement containing the salient feature of the financial statement
of a company's subsidiaries under the first proviso to sub-section (3)
of section 129 set out as "Annexure A" in Form AOC-1.
FINANCIAL PERFORMANCE
This year witnessed huge volatility and further due to political
instability led the client base grows at sluggish rate. As we have
launched one paisa brokerage scheme which brought down our brokerage
income to great extent as many of the active clients moved into this
scheme, so there is a fall in the brokerage income.
The primordial focus of the Company has been on raising fresh funds, in
an increasingly difficult economic environment. The economic slowdown,
poor dollar returns on the back of significant currency devaluation,
and policy inaction have prompted most investors to await changes in
government before relooking at India as an investment option.
OVERVIEW:
With the stable government and optimistic sentiments of FII and retail
investors, there are lot of opportunities in the market to build wealth
and expand. However, being a broking company, its opportunities and
threat would be more specific to the ones, which apply to the companies
operating in the capital market as brokers. But as it is known a
healthy competition is always good for the industry we expect various
new sources of revenues in coming future from financial and capital
markets.
REVIEW OF BUSINESS DIVISIONS:
Broking Division and Depository Division:
Our Services under the Broking Business comprising of Equity, Currency
& Derivatives Services, we offer retail and Institutional broking
services in Equity to a large institutional and retail clientele in
India and also offer retail broking services in currency segment.
Action offers personalized services and complete transaction support
through our website to our client for investment in primary market
through Mutual fund and IPO's. Action offers platform for trading in
Equity Market in BSE, NSE for cash, Derivatives & currency segment of
the Exchange. Action offers mobile trading facility to the clients.
Company has completed 18 years as a Depository Participant. Company is
holding approximately Rs. 2,045.99 Crores worth stock on behalf of
clients as on 31st March, 2015. Company is registered with NSDL for
Internet based IDeAS facility for the convenience of the Investor to
enable them to view latest holding with valuation as well as
transactions.
Company also has its own website through which client can view their
holding, transaction and ledger balances. Company has introduced
various tariff Schemes for clients as per their requirement &
convenience.
As a result, of flexible working hours, experienced staff, timely
information to clients regarding failure of instructions, acceptance of
last minute Pay-In instructions, less processing time, Low cost etc.
Clients of other Brokers also prefer to open their Demat Accounts with
us. Key areas of service are retail clientele, clearing members and
promoters of various companies.
DP Division caters to 29 clearing Members Pool Account and maintains 40
Promoters Accounts.
Mobile Application Facility
We are pleased to inform you that our Share Transfer Agent (STA) Link
Intime India Pvt (LIIPL) Ltd has launched a new mobile application
namely "blinkInsta". This mobile application is exclusively designed
for all such investors who have invested in the securities where LIIPL
is the Share Transfer Agent.
To have this facility on your mobile phone; you need to download
"blinkInsta" via "Play-store "for all android base phones and via "
App-Store" on all I-phones which are free of cost to the investors.
Once you download the application on your mobile phone the same will
prompt you toward the simple registration process for KYC. This is very
useful application which will enable you with lot of relevant
information such as dividend/interest payments, forthcoming AGMs etc.
DEPOSITORY SYSTEM
As the Members are aware, your Company's share are tradable
compulsorily in electronic form and your Company has established
connectivity with both the depositories, i.e. National Securities
Depository Limited and Central Depository Services (India) Limited. In
view of the numerous advantages offered by the Depository system,
members are requested to avail the facility of dematerialisation of the
Company's shares on either of the Depositories as aforesaid.
FINANCE
The Company has availed credit facilities from Bank of India. The
performance of the last two years has led to significance liquidity
pressure in the long term sources.
DEPOSITS
Your Company has not accepted any deposits in terms of the provisions
of Section 73 of the Companies Act, 2013 and The Companies (Acceptance
of Deposits) Rules, 2014 as amended, during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the current financial year the following changes have occurred
in the constitution of directors of the company:
S. Name Designation Date of
No appointment
1. Mr. Atul A. Zatakia Director 29.01.2010
2. Mrs. Archana Andhare Company Secretary 01.01.2014
3. Mr. Jayantilal Suthar Company Secretary 01.10.2014
4. Mr. Keyur Doshi Chief Financial Officer 08.08.2014
5. Mr Bakul R. Parekh Chief Financial Officer 12.02.2015
6. Mrs. Parul Doshi Additional Director 20.03.2015
S. Name Date of Mode of
No cessation Cessation
1. Mr. Atul A. Zatakia 12.11.2014 Resignation
2. Mrs. Archana Andhare 30.09.2014 Resignation
3. Mr. Jayantilal Suthar -
4. Mr. Keyur Doshi 30.01.2015 Resignation
5. Mr Bakul R. Parekh -
6. Mrs. Parul Doshi -
Further, In accordance with the requirements of the Companies Act 2013,
Mr. Milan R. Parekh (DIN: 00108368) will retire by rotation being
eligible, has offered himself for re-appointment.
BOARD INDEPENDENCE
In terms of Section 149 of the Companies Act, 2013 and Clause 49 of the
Listing Agreement with Stock Exchanges and based on the confirmation /
disclosures received from the Directors and on evaluation of the
relationships disclosed, the following Non-Executive Directors are
Independent in terms of Clause 49 of the Listing Agreement and Section
149(6) of the Companies Act, 2013:-
a) Mr. Ketan Mehta
b) Mr. Harbhjan Singh Dhillon
c) Mrs. Parul Doshi
ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance
iv. Providing perspectives and feedback going beyond information
provided by the management
v. Commitment to shareholder and other stakeholder interests The
evaluation involves Self-Evaluation by the Board Member and subsequently
assessment by the Board of Directors. A member of the Board will not
participate in the discussion of his / her.
DIRECTOR RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub
section (3)of section 134 of Companies Act, 2013 shall State that;
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and 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 at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
NUMBER OF MEETING OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business. The
notice of Board meeting is given well in advance to all the Directors.
Usually, meetings of the Board are held in Mumbai. The Agenda of the
Board / Committee
meetings is circulated at least a week prior to the date of the
meeting. The Agenda for the Board and Committee meetings includes
detailed notes on the items to be discussed at the meeting to enable
the Directors to take an informed decision.
The Board met nine times in financial year 2014-2015 and the maximum
interval between any two meetings did not exceed 120 days as follows;
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
12.05.2014 08.08.2014 12.11.2014 12.02.2015
30.05.2014 05.09.2014 20.03.2015
12.06.2014 30.09.2014
Further, in terms of Schedule IV of the Companies Act, 2013, the
Separate meeting of the Independent Directors held on March 20, 2015
and all Independent Directors were presented without attendance of non-
Independent Directors of the Company .
COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013, the Board
reconstituted some of its Committees and also formed a Risk Management
Committee. There are currently Four Committees of the Board, as
follows:
* Audit Committee
* Nomination and Remuneration Committee
* Stakeholders' Relationship Committee
* Risk Management Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report.
AUDIT COMMITTEE:
The Board of Directors constituted an Audit Committee as per the
existing clause 49 of the Listing Agreements entered into with Stock
Exchanges and in terms of Section 177 of the Companies Act, 2013.
CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of
Corporate Governance and adhering to the Corporate Governance
requirements as set out by Securities and Exchange Board of India. The
Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The Certificate from
the Auditors of the Company confirming compliance with the conditions
of Corporate Governance as stipulated under Clause 49 is also published
elsewhere in this Annual Report.
Certificate from Mr. Milan Parekh, Managing Director & CEO and Mr.
Bakul Parekh, Jt. Managing Director & Chief Financial Officer, pursuant
to provisions of Clause 49(IX) of the Listing Agreement, for the year
under review was placed before the Board of Directors of the Company at
its meeting held on 29th May, 2015.
A copy of the certificate on the financial statements for the financial
year ended March 31, 2015 is annexed along with this Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is annexed to this report.
AUDITORS
M/s Ford, Rhodes, Parks & Co. (Firm Registration No.102860W), Chartered
Accountants, Mumbai, were appointed as Statutory Auditors for a period
of 3 years in the Annual General Meeting held on 25th September, 2014.
Their continuance of appointment and payment of remuneration are to be
confirmed and approved in the ensuing Annual General Meeting.
The Company has received letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified from appointment.
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March,
2015 is annexed herewith for your kind perusal and information.
DECLARATION BY INDEPENDENT DIRECTOR:
The declaration as required to affirm u/s 149(6) of the Companies Act,
2013, obtain from all Independent Directors.
INSURANCE
All the properties of your Company including Office Premises Furniture
& Fixtures Office Equipments and Computer are adequately insured.
SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed CS. Nisha R.
Nawani, Practicing Company Secretary; to conduct the Secretarial Audit
and her Report on Company's Secretarial Audit is appended to this
Report as
In accordance with the provisions of Section 197(12) of the Companies
Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the ratio of remuneration of each
director to the median employee's remuneration set out in "Annexure C"
to the Directors' Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars regarding foreign exchange earnings and outgo appear as
separate items in the notes to the Accounts. Since the Company does not
own any manufacturing facility, the other particulars relating to
conservation of energy and technology absorption stipulated in the
Companies (Accounts) Rules, 2014 are not applicable.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as required under Section 92(3) is
attached in form MGT-9. Annexure D.
PARTICULAR OF LOAN, GUARANTEES & INVESTMENT
The company has not given any loan, guarantees and not made any
Investment covered under the provisions of section 186 of the Companies
Act, 2013.
DISCLOSURE OF RELATED PARTY TRANSACTION
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company.
INTERNAL CONTROL SYSTEM
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. These
are routinely tested and certified by Statutory as well as Internal
Auditors.
Significant audit observations and follow up actions thereon are
reported to the Audit Committee.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Code has been
placed on the Company's website www.actionfin.com
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and
employees to report their genuine concerns, details of which have been
given in the Corporate Governance Report annexed to this Report.
ACKNOWLEDGEMENT
Your Directors would take this opportunity to express its deep
appreciation for the co-operation and assistance received from the
shareholders, Company's clients, suppliers, bankers and other
authorities during the year under review. Your Directors also wish to
place on record their appreciation for the services rendered by all the
employees of your Company.
For and on Behalf of the Board
Place:Mumbai
Date: 29th May, 2015
Milan R. Parekh
Chairman & Managing Director
(DIN:00108368)
Mar 31, 2014
The Members,
Action Financial Services (India) Limited,
Dear Sir/Madam
The Directors have pleasure in presenting the 21st Annual Report
together with the Audited Financial Statements for the year ended on
31st March, 2014.
FINANCIAL RESULTS
Year ended Year ended
2014 2013
Revenue from operations & other Income 4,37,03,20 7 6,07,09,367
Profit (Loss) before Interest &
Depreciation 37,32,540 1,28,72,133
Less: Interest 59,98,567 66,33,240
Less: Depreciation 38,16,506 24,48,435
Profit (Loss) After Depreciation &
before Tax (60,82,533) 37,90,458
Exceptional Item 63,94,442 -
Profit before Tax 3,11,909 37,90,458
- Taxation Current Year 3,20,000 11,45,000
- Deferred Tax (written back) (6,06,493) 15,37,352
Profit /(Loss) after tax 5,98,402 11,08,106
FINANCIAL PERFORMANCE
This year witnessed huge volatility and further due to political
instability led the client base grow at sluggish rate. As we have
launched one paisa brokerage scheme which brought down our brokerage
income to great extent as many of the active clients moved into this
scheme, so there is a fall in the brokerage income.
The primordial focus of the Company has been on raising fresh funds, in
an increasingly difficult economic environment. The economic slowdown,
poor dollar returns on the back of significant currency devaluation,
and policy inaction have prompted most investors to await changes in
government before relooking at India as an investment option.
CONSOLIDATED RESULTS:
The audited Standalone and consolidated Financial Statements of the
Company along with its subsidiary companies are attached herewith and
form part of this annual report. These have been prepared in accordance
with the provisions of the Companies Act, 1956, the Listing Agreement,
the Accounting Standard 21 (AS-21) on Consolidated Financial Statements
and Accounting Standard 23 - (AS-23) on Accounting for Investments in
Associates in Consolidated Financial Statements based on Audited
Financial Results for the year ended 31st March, 2014.
SUBSIDIARIES:
As on 31st March, 2014 the Company has two wholly owned subsidiary
companies (non-material) namely Action Securities Limited and Action
Commodities Limited. In terms of section 212 of the Companies Act,
1956, the company has attached the Financial Statements of its
subsidiaries to the Annual Report.
DIVIDEND
The Company do not recommend any dividend on Cumulative Redeemable
Preference Shares and Equity Shares for the year ended 31st March,
2014.
OVERVIEW:
With the stable government and optimistic sentiments of FII and retail
investors, there are lot of opportunities in the market to build wealth
and expand. However, being a broking company, its opportunities and
threat would be more specific to the ones, which apply to the companies
operating in the capital market as brokers. But as it is known a
healthy competition is always good for the industry we expect various
new sources of revenues in coming future from financial and capital
markets.
REVIEW OF BUSINESS DIVISIONS:
Broking Division and Depository Division:
Our Services under the Broking Business comprising of Equity, Currency
& Derivatives Services, we offer retail and Institutional broking
services in Equity to a large institutional and retail clientele in
India and also afer retail broking services in currency segment. During
the year under review the total turnover increased to Rs 4052.25 crores
as compared to Rs 3838.30 crores in the previous financial year.
Action offers personalized services and complete transaction support
through our website to our client for investment in primary market
through Mutual fund and IPO''s. Action offers platform for trading in
Equity Market in BSE, NSE for cash, Derivatives & currency segment of
the Exchange.
Last year company launched One paisa brokerage scheme. effects of which
are already started showing in terms of increased number of clienteles.
Further as the markets are on its lifetime high, there is huge
opportunity for the company to gain the market share as the investors
are back in the market.
Company has established new sales partner and authorized person system
all over the country. For the purpose of access to wide business
opportunities this has resulted into increase in clientele base of the
company.
Company has completed 17 years as a Depository Participant. Company is
holding approximately Rs.1600.39 Crores worth stock on behalf of
clients as on 31st March 2014. Company is registered with NSDL for
Internet based IDeAS facility for the convenience of the Investor to
enable them to view latest holding with valuation as well as
transactions.
Company also has its own website through which client can view their
holding, transaction and ledger balances. Company has introduced
various tariff Schemes for clients as per their requirement &
convenience.
As a result, of flexible working hours, experienced staff, timely
information to clients regarding failure of instructions, acceptance of
last minute Pay-In instructions, less processing time, Low cost etc.
Clients of other brokers also prefer to open their Demat Accounts with
us. Key areas of service are retail clientele, clearing members and
promoters of various companies.
DP Division caters to 29 clearing Members Pool Account and maintains 38
Promoters Accounts.
FUTURE OUTLOOK & EXPANSION PLAN
The company is focused on building a long term stable business with
emphasis on retail business brokerage that does not rely on highly
leveraged trading clients.
The actions of the new government will have a significant bearing on
the pace of policy reforms, improvement in investment climate and on
the public market sentiments. Stability in global markets and sustained
demand from the industrialized nations are also imperative for the
growth playing out along expected lines.
With the launch of our most innovative product, ''1 Paise brokerage per
executed order'' in capital market, your Company has commenced its
journey to create wonders in conducting business and change the overall
views of broking industry.
To make this a super success and break the myth of how stock brokers
operate, we want to go few steps ahead. Our roadmap is ready with lot
of ideas and we are all set to achieve our goals. We have set of
targets to be achieved & to accelerate the growth Company is looking
out of fresh Investments. Our subsidiary Company, Action Commodities
Limited, became one of the first Company all over India, to get the
approval from Insurance Regulatory Development Authority (IRDA) to
dematerialise all insurance policies of all policy holders including
individuals, firms and corporate. This will create additional client
base for the Company and will also help generate additional revenue for
the Company.
FINANCE
The Company has availed credit facilities from Bank of India. The
performance of the last two years has led to significance liquidity
pressure in the long term sources. During the year Kedia Group has
ceased to be promoter of the Company.
DEPOSITS:
During the year under review, your Company has not accepted any
deposits within the meaning of Section 58A and Section 58AA of the
Companies Act, 1956 and rules made there under.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Your Directors confirm:
i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed and that no material departures
have been made from the same.
ii) That they had selected such accounting policies and applied them
consistently and 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 at the financial year ended 31st March, 2014 and of the
profit or loss of the company for that period.
iii) That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company and for presenting
and detecting fraud and other irregularities.
iv) That they had prepared the annual accounts on a going concern
basis.
DIRECTORS
In accordance with the requirements of the Companies Act 2013, Mr.
Bakul R. Parekh (DIN: 00108609) will retire by rotation being
eligible, has offered himself for re-appointment and Ms. Esha Kedia,
has resigned as Director during the year.
In terms of Section 149 of the Companies Act, 2013, Mr. Atul Zatakia
(DIN: 00588390), Mr. Ketan Mehta (DIN: 02903954) and Mr. Harbhjan Singh
Dhillon (DIN: 05322003) are being appointed as the Independent
Directors for the period of five (5) years w.e.f. 1st April, 2014, not
liable to retire by rotation. Declaration to the effect that the
proposed appointees meet the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 and under Clause 49 of the
Listing Agreement with the Stock Exchanges has been received from each
of the aforesaid Independent Directors.
AUDITORS:
The present Auditors of the Company M/s. Ford, Rhodes, Parks & Co.
(Firm Registration No.102860W), Chartered Accountants, Mumbai, will
retire at the conclusion of ensuing Annual General Meeting and being
eligible; offer, themselves for re-appointment to hold the office till
the conclusion of 24th Annual General Meeting.
The Company has also received a certificate from M/s. Ford, Rhodes,
Parks & Co., Chartered Accountants, Mumbai, under Section 139(1) and
Section 141 of the Companies Act, 2013 confirming their eligibility for
re-appointment. M/s. Ford, Rhodes, Parks & Co., Chartered Accountants,
Mumbai, have also confirmed to the Company that the firm is subjected
to the Peer Review Process of the Institute of Chartered Accountants of
India (ICAI). Accordingly, M/s. Ford, Rhodes, Parks & Co., Chartered
Accountants, Mumbai, are being re- appointed as the Statutory Auditors
of the Company for a period of three years, subject to annual
ratification of the same by the shareholders.
AUDIT COMMITTEE:
The Board of Directors constituted an Audit Committee as per the
existing clause 49 of the Listing Agreements entered into with Stock
Exchanges and in terms of Section 292(A) of the Companies Act, 1956.
CORPORATE GOVERNANCE:
A Separate section on Corporate Governance, Management discussion and
Analysis and a Certificate from Company''s Auditors regarding compliance
of the conditions of the corporate governance as stipulated under
clause 49 of the Listing Agreements with the Stock Exchanges forms part
of this Annual Report. Certificate of CEO and CFO, inter alia,
confirming the correctness of the financial statements, adequacy of the
internal measures and reporting of matters to the audit committee in
terms of the clause 49 of the listing agreements with Stock Exchanges,
is also attached as a part of this Annual Report.
INSURANCE
All the properties of your Company including Office Premises Furniture
& Fixtures Office Equipments and Computer, are adequately insured.
PARTICULARS OF EMPLOYEES
None of the employees of the Company was paid remuneration of Rs.
60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more
and hence the information required under section 217 (2-A) of the
Companies (Particulars
of Employees) Rules, 1975 is not required to be given.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) Conservation of Energy
Considering the nature of business activities carried out by the
Company, your directors have nothing to report with regard to
conservation of energy as required under Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
(B) Technology absorption, research and development
The management keeps itself abreast of the technological advancements
in the industry and has adopted the state of the art transaction,
billing and accounting systems and also risk management solutions.
(C) Foreign Exchange Earnings and Outgo
a) The foreign exchange earnings of the Company was Nil
b) The foreign exchange expenditure was Nil
DEPOSITORY SYSTEM
As the Members are aware, your Company''s share are tradable
compulsorily in electronic form and your Company has established
connectivity with both the depositories, i.e. National Securities
Depository Limited and Central Depository Services (India) Limited. In
view of the numerous advantages offered by the Depository system,
members are requested to avail the facility of dematerialisation of the
Company''s shares on either of the Depositories as aforesaid.
ACKNOWLEDGEMENT
Your Directors would take this opportunity to express its deep
appreciation for the co-operation and assistance received from the
shareholders, Company''s clients, suppliers, bankers and other
authorities during the year under review. Your Directors also wish to
place on record their appreciation for the services rendered by all the
employees of your Company.
For and on Behalf of the Board
Place: Mumbai Sd/-
Date: 29th May, 2014 (Milan R. Parekh)
Chairman
DIN : 00108368
Mar 31, 2013
To, The Members of Action Financial Services (India) Limited,
DearSir/Madam
The Directors have pleasure in presenting the 20th Annual Report
together with the Audited Accounts for the year ended on 31st March,
2013.
FINANCIAL RESULTS
Year Year
ended ended
31.3.2013 31.3.2012
Revenue from operations
& other Income 60,709,367 50,696,304
Profit (Loss) before
Interest & Depreciation 12,872,133 8,543,629
Less: Interest 66,33,240 6597,376
Less: Depreciation 24,48,435 1,708,152
Profit After Depreciation
& before Tax 37,90,458 2,38,101
- Taxation Current Year 11,45,000 1,00,000
- Deferred Tax (written back 15,37,352 5,56,178
Profit /(Loss) after tax 11,08,106 (4,18,077)
Profit/(Loss) brought forward
from Previous Year (58,76,304) (72,82,210)
Profit available for appropriations (49,19,602) (76,33,092)
Profit/(Lo»») carried forward to
the Balance Sheet (49,19,602) (76,33,092)
FINANCIAL PERFORMANCE
During the current year, the revenue from the operations of the Company
was Rs. 48,395,460/-. The net profit for the current period increased
by 365% as compared to previous year
CONSOLIDATED RESULTS:
The audited Standalone and consolidated Financial Statements of the
Company along with its subsidiary companies are attached herewith and
form part of this annual report. These have been prepared in accordance
with the provisions of the Companies Act, 1956, the Listing Agreement,
the Accounting Standard 21 (AS-21) on Consolidated Financial Statements
and Accounting Standard 23 - (AS-23) on Accounting for Investments in
Associates in Consolidated Financial Statements based on Audited
Financial Results forthe ended 31st March, 2013.
SUBSIDIARIES:
As on 31st March, 2013 the Company has two wholly owned subsidiary
companies namely Action Securities Limited and Action Commodities
Limited. In terms of section 212 of the Companies Act, 1956, the
company has attached the Director''s Report, Balance sheet and Statement
of Profit and Loss of its subsidiaries to the Annual Report.
DIVIDEND
In view of the carried forward losses suffered by the Company, the
Board of Directors does not recommend any dividend on Cumulative
Redeemable Preference Shares and Equity Shares for the year ended 31st
March, 2013.
OPERATIONS:
OVERVIEW:
During the year the company carried out capital market operations at
moderate level. Due to the current uncertain capital market situation
where the risk factors appear to be high the company is taking a
cautions view and will formulate its investment policies accordingly.
REVIEW of BUSINESS DIVISIONS:
Broking & Depository Division:
Our Services under the Broking Business comprising of Equity, Currency
& Derivatives Services, we offer retail and Institutional broking
services in Equity to a large institutional and retail clientele in
India and also offer retail broking services in currency segment.
During the year under review the total turnover was decreased to Rs
3838.30 crores as compared to Rs 5529.98 crores in the previous
financial year.
Action offers personalized services and complete transaction support
through our website to our client for investment in primary market
through Mutual fund and IPO''s. Company has introduced various tariff
Schemes for clients as per their requirement & convenience.
Company has established new authorised person all over the country. For
the purpose of access to wide business opportunities this has resulted
into increase in clientele base of the company.
Your directors are pleased to inform you a path breaking and innovative
concept has been recently launched by your company. We have introduced
this novel concept of flat 1 paisa brokerage per executed order
irrespective of size, segment and type of trade. Client has to open a
broking and demat account jointly for this new scheme. This has been
made possible by charging our clients a nominal AMC in their broking
account and a graded interest free refundable security deposit in their
demat account. This will create huge client base for the company and
result will be increased earning. The initial response has been very
good and is already being touted as a game changer in the capital
markets. A lot of media has covered about the launch.
During the year company has received the membership of the currency
derivative segment of MCX and united stock exchange of India and
expected to commence operated by March 2014.
Action offers platform for trading in Equity Market in BSE, NSE for
cash, Derivatives & currency segment of the Exchange.
Company has completed 16 years as a Depository Participant. Company is
holding approximately Rs.1104.15 Crores worth stock on behalf of
clients as on 31st March 2013.Company is registered with NSDL for
Internet based IDeAS facility for the convenience of the Investor to
enable them to view latest holding with valuation as well as
transactions.
Company also has its own website through which client can view their
holding, transaction and ledger balances. Company has introduced
various tariff Schemes for clients as per their requirements
convenience.
As a result, of flexible working hours, experienced staff, timely
information to clients regarding failure of instructions, acceptance of
last minute Pay-In instructions, less processing time, Low cost etc.
Clients of other Brokers also prefer to open their Demat Accounts with
us. Key areas of service are retail clientele, clearing members and
promoters of various companies.
DP Division caters to 28 clearing Members Pool Account and maintains 21
Promoters Accounts.
FUTURE OUTLOOK & EXPANSION PLAN
The Company has various authorized persons and branches in pipeline
which will be expected to start operation to generate good revenue over
the coming period and enhance the profitability of the company.
The company is focused on building a long term stable business with
emphasis on retail business brokerage that does not rely on highly
leveraged trading clients.
Looking at the current situation, it seems quite likely that the
current downturn will continue for some more time as uncertainty
continues to exist in both, domestic and global markets. Weakening
rupee will have adverse impactonmostofthesectorsinlndianmarketaslndiais
already running with huge CAD and it is going to widen further with
introduction of Food securities bill. Little FDI inflow, rising import
bill due to gold & Crude, poor economic growth and low IIP numbers are
putting situation more worse and can be reversed with immediate
corrective action of the government. This is likely after this bottom
out, the October -December quarter will bring some hope in economy & in
capital market.
SHARE CAPITAL
During the financial year the Paid up Equity Share Capital of the
Company increased from Rs. 10,05,82,000/- to Rs. 12,50,45,000/- as
Company allotted 24,46,300 Equity shares and 12,30,000 warrants on
preferential basis at a price of Rs 38 per warrant. FINANCE
The Company has availed credit facilities from Bank of India and ICICI
Bank Limited. The performance of the last two years has led to
significance liquidity pressure in the long term sources.
DEPOSITS:
During the year under review, your Company has not accepted any
deposits within the meaning of Section 58Aand Section 58AA of the
Companies Act, 1956 and rules made there under.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Your Directors confirm:
I) That in the preparation of the annual accounts, the applicable
accounting standards had been followed and that no material departures
have been made from the same.
ii) That they had selected such accounting policies and applied them
consistently and 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 at the financial year ended 31st March, 2013 and of the
profit or loss of the company forthat period.
Hi) That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company and for presenting
and detecting fraud and other irregularities.
iv) That they had prepared the annual accounts on a going concern
basis.
DIRECTORS
In accordance with the requirements of the Companies Act 1956, Mr.
Milan R. Parekh and Mr. Bakul R. Parekh will retire by rotation and,
being eligible, have offered themselves for re-appointment.
AUDITORS:
The present Auditors of the Company M/s. Ford, Rhodes, Parks & Co.,
Chartered Accountants, Mumbai, will retire at the conclusion of ensuing
Annual General Meeting and being eligible; offer, themselves for re-
appointment to hold the office till the conclusion of next Annual
General Meeting.
They have submitted certificate for their eligibility for reappointment
under section 224(1B) of the Companies Act, 1956.
The Auditors have confirmed that they have subjected themselves to the
peer review process of the institute of Chartered Accountants of India
(ICAI) and holds a valid certificate issued by the Peer Review Board of
the ICAI."
AUDIT COMMITTEE:
The Board of Directors constituted an Audit Committee as per the
existing clause 49 of the Listing Agreements entered into with Stock
Exchanges and in terms of Section 292(A) of the Companies Act, 1956.
CORPORATE GOVERNANCE:
A Separate section on Corporate Governance, Management discussion and
Analysis and a Certificate from Company''s Auditors regarding compliance
of the conditions of the corporate governance as stipulated under
clause 49 of the Listing Agreements with the Stock Exchanges forms part
of this Annual Report.
Certificate of CEO and CFO, inter alia, confirming the correctness of
the financial statements, adequacy of the internal measures and
reporting of matters to the audit committee in terms of the clause 49
of the listing agreements with Stock Exchanges, is also attached as a
part of this Annual Report.
PARTICULARS OF EMPLOYEES
None of the employees of the Company was paid remuneration of Rs.
60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more
and hence the information required under section 217 (2-A) of the
Companies (Particulars of Employees) Rules, 1975 is not required to be
given.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS ANDOUTGO
(A) Conservation of Energy
Considering the nature of business activities carried out by the
Company, your directors have nothing to report with regard to
conservation of energy as required under Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
(B) Technology absorption, research and development
The management keeps itself abreast of the technological advancements
in the industry and has adopted the state of the art transaction,
billing and accounting systems and also risk management solutions.
(C) Foreign Exchange Earnings and Outgo
a) The foreign exchange earnings of the Company was Nil (previous year
Nil)
b) The foreign exchange expenditure was Nil (previous year Nil)
DEPOSITORY SYSTEM
As the Members are aware, your Company''s share are tradable
compulsorily in electronic form and your Company has established
connectivity with both the depositories, i.e. National Securities
Depository Limited and Central Depository Services (India) Limited. In
view of the numerous advantages offered by the Depository system,
members are requested to avail the facility of dematerialisation of the
Company''s shares on either of the Depositories as aforesaid.
ACKNOWLEDGEMENT
Your Directors would take this opportunity to express its deep
appreciation for the co-operation and assistance received from the
shareholders, Company''s clients, suppliers, bankers and other
authorities during the year under review. Your Directors also wish to
place on record their appreciation for the services rendered by all the
employees of your Company.
For and on Behalf of the Board
Sd/-
Place: Mumbai (Milan R. Parekh)
Date: 30th May 2013 Chairman & Managing Director
Mar 31, 2012
To,The Members of Action Financial Services (India) Limited,
The Directors have pleasure in presenting the 19th Annual Report
together with the Audited Accounts for the year ended on 31st March,
2012.
FINANCIAL RESULTS :
Consolidated Consolidated
Year Ended Year Ended
31.3.2012 31.3.2011
Revenue from operations & other
Income 50,696,304 32,434,888
Profit (Loss) before Interest &
Depreciation 8,543,629 10,111,584
Less: Interest 6,597,376 6,827,008
Less: Depreciation 1,708,152 2,780,642
Profit After Depreciation &
before Tax 238,101 503,934
Taxation Current Year 100000 107,052
Deferred Tax (written back) 556,178 476,381
Profit /(Loss) after tax (418,077) (79,499)
Profit/(Loss) brought forward
from Previous Year (7282210) (7,734,305)
Profit available for appropriations (7633092) (7,282,210)
Profit/(Loss) carried forward
to the Balance Sheet (7633092) (7,282,210)
FINANCIAL PERFORMANCE :
During the current year, the gross income of the Company was
Rs.5,06,96,304/- and the Company incurred net Loss (after tax) of
Rs.4,18,077/-
CONSOLIDATED RESULTS:
The audited Standalone and consolidated Financial Statements of the
Company along with its subsidiary companies are attached herewith and
form part of this annual report. These have been prepared in accordance
with the provisions of the Companies Act, 1956, the Listing Agreement,
the Accounting Standard 21 (AS-21) on Consolidated Financial Statements
and Accounting Standard 23 - (AS-23) on Accounting for Investments in
Associates in Consolidated Financial Statements based on Audited
Financial Results for the ended 31st March, 2012.
SUBSIDIARIES:
As on 31st March, 2012 your company has two wholly owned subsidiary
companies namely Action Securities Limited and Action Commodities
Limited. In terms of section 212 of the Companies Act, 1956, the
company has attached the Director's Report, Balance sheet and Profit
and Loss account of its subsidiaries to the Annual Report.
DIVIDEND
In view of the losses suffered by the Company, the Board of Directors
do not recommend any dividend on Cumulative Redeemable Preference
Shares and Equity Shares for the year ended 31st March, 2012.
OPERATIONS: OVERVIEW:
During the year the company carried out capital market operations at
moderate level. The corporate earning looks like nominal for the
current year. At our end, we are building-up all our businesses
steadily, in such a way that we are ready to en-cash on any up-turn in
the market.
REVIEW of BUSINESS DIVISIONS:
Broking Division:
Our Services under the Broking Business comprising of Equity, Currency
& Derivatives Services, we offer retail and Institutional broking
services in Equity to a large institutional and retail clientele in
India and also offer retail broking services in currency segment.
During the year under review the total turnover was decreased to Rs
5529.98 crores as compared to Rs 7469.53 crores in the previous
financial year.
Action offers personalized services and complete transaction support
through our website to our client for investment in primary market
through Mutual fund and IPO's.
The Company has expanded its retail network, branches continued to be
opened on a selective basis and physical presence was enhanced through
increase in the Sub broker network and also search of new retail
clientele in remote and rural area to explore the wide business
available opportunities this has resulted into increase in clientele
base of the company.
Action offers platform for trading in Equity Market in BSE, NSE for
cash, Derivatives & currency segment of the Exchange.
Depository Division:
Company has completed 15 years as a Depository Participant. Company is
holding approximately Rs1371.60 Crores worth stock on behalf of clients
as on 31st March 2012.
Company is registered with NSDL for Internet based IDeAS facility for
the convenience of the Investor to enable them to view latest holding
with valuation as well as transactions. Company also has its own
website through which client can view their holding, transaction and
ledger balances.
Company has introduced various tariff Schemes for clients as per their
requirement & convenience. As a result, of flexible working hours,
experienced staff, timely information to clients regarding failure of
instructions, acceptance of last minute Pay-In instructions, less
processing time, etc. Clients of other Brokers also prefer to open
their Demat Accounts with us. Key areas of service are retail
clientele, clearing members and promoters of various companies. DP
Division caters to 28 clearing Members Pool Account and maintains 44
Promoters Accounts.
FUTURE OUTLOOK & EXPANSION PLAN
Your company is in the process of launching a unique proposition in
broking industry. In this plan, investors who subscribe to a range of
plans will tend to have great savings in the cost of trading.
In the view of the management the proposition is so strong and path
breaking that it has the potential to re-define broking industry. The
project will be launched on all India level.
Your management has already initiated working on the project and the
same is at an advanced stage of execution. A core team is already set
up and is working on the project. For the first stage a list of several
key cities has been prepared and the process of setting up branches in
these cities has already started.
Your management has already chalked out a series of innovations post
the launch of this project to tackle the competition emerging from
other players to stay ahead.
The project will enhance profitability of the company and is expected
to create huge value for the shareholders.
SHARE CAPITAL
During the financial year the Paid up Equity Share Capital of the
Company increased from Rs. 9,98,10,000/- to Rs. 10,058,200/-, allotted
77,200 Equity shares to its promoters against 77,200 warrants at a
price of Rs 29/- per warrant.
FINANCE
The Company has availed credit facilities from Bank of India and ICICI
Bank Limited. The performance of the last two years has led to
significance liquidity pressure in the long term sources.
DEPOSITS:
During the year under review, your Company has not accepted any
deposits within the meaning of Section 58A and Section 58AA of the
Companies Act, 1956 and rules made there under.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors confirm:
i) That in the preparation of the annual accounts, the applicable
accounting standards had been followed and that no material departures
have been made from the same.
ii) That they had selected such accounting policies and applied them
consistently and 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 at the financial year ended 31st March, 2012 and of the
profit or loss of the company for that period.
iii) That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company and for presenting
and detecting fraud and other irregularities.
iv) That they had prepared the annual accounts on a going concern
basis.
DIRECTORS
In accordance with the requirements of the Companies Act 1956, Mr. Atul
A. Zatakia and Mr. Ketan H. Mehta will retire by rotation and, being
eligible, have offered themselves for re-appointment.
Mr. Nirav K . Sanghavi has resigned as the Director of the Company and
Mr. Harbhajan Singh Dhillon, is proposed to be appointed as Directors
at the ensuing Annual General Meeting who was appointed as the
Additional Director on 01.08.2012.
AUDITORS:
The present Auditors of the Company M/s. Ford, Rhodes, Parks & Co.,
Chartered Accountants, Mumbai, will retire at the conclusion of ensuing
Annual General Meeting and being eligible; offer, themselves for
re-appointment to hold the office till the conclusion of next Annual
General Meeting.
They have submitted certificate for their eligibility for reappointment
under section 224(1B) of the Companies Act, 1956.
The Auditors have confirmed that they have subjected themselves to the
peer review process of the institute of Chartered Accountants of India
(ICAI) and holds a valid certificate issued by the Peer Review Board of
the ICAI."
AUDIT COMMITTEE:
The Board of Directors constituted an Audit Committee as per the
existing clause 49 of the Listing Agreements entered into with Stock
Exchanges and in terms of Section 292(A) of the Companies Act, 1956.
CORPORATE GOVERNANCE:
A Separate section on Corporate Governance, Management discussion and
Analysis and a Certificate from Company's Auditors regarding
compliance of the conditions of the corporate governance as stipulated
under clause 49 of the Listing Agreements with the Stock Exchanges
forms part of this Annual Report.
Certificate of CEO and CFO, inter alia, confirming the correctness of
the financial statements, adequacy of the internal measures and
reporting of matters to the audit committee in terms of the clause 49
of the listing agreements with Stock Exchanges, is also attached as a
part of this Annual Report.
PARTICULARS OF EMPLOYEES
None of the employees of the Company was paid remuneration of Rs.
60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more
and hence the information required under section 217 (2-A) of the
Companies (Particulars of Employees) Rules, 1975 is not required to be
given.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) Conservation of Energy
Considering the nature of business activities carried out by the
Company, your directors have nothing to report with regard to
conservation of energy as required under Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
(B) Technology absorption, research and development
The management keeps itself abreast of the technological advancements
in the industry and has adopted the state of the art transaction,
billing and accounting systems and also risk management solutions.
(C) Foreign Exchange Earnings and Outgo
a) The foreign exchange earnings of the Company was Nil (previous year
Nil)
b) The foreign exchange expenditure was Nil (previous year Nil)
DEPOSITORY SYSTEM :
As the Members are aware, your Company's share are tradable
compulsorily in electronic form and your Company has established
connectivity with the depositories, i.e. National Securities Depository
Limited and Central Depository Services (India) Limited. In view of the
numerous advantages offered by the Depository system, members are
requested to avail the facility of dematerialisation of the Company's
shares on either of the Depositories as aforesaid.
ACKNOWLEDGEMENT :
Your Directors would take this opportunity to express its deep
appreciation for the co-operation and assistance received from the
shareholders, Company's clients, suppliers, bankers and other
authorities during the year under review. Your Directors also wish to
place on record their appreciation for the services rendered by all the
employees of your Company.
For and on Behalf of the Board
Sd/-
(Milan R. Parekh)
Chairman & Managing Director
Place: Mumbai
Date: 01/08/2012
Mar 31, 2011
Dear Members,
The Directors take pleasure in presenting the 18th Annual Report
together with the Audited Statements of Accounts of the Company for the
financial year ended 31st March 2011.
1. FINANCIAL RESULTS :
Financial Results Year Ended
31st March, 2011
Consolidated Standalone
Profit /(Loss) Before Interest & 10,111,584 10,598,765
Depreciatio
Interest 6,827,008 6,827,008
Depreciation 2,780,642 2,647,148
Profit / (Loss) Before Tax 503,934 1,124,609
Taxation
- Current Year 107,052 107,052
- Earlier Years - -
- Deferred Tax (written back) 476,381 565,462
- Fringe Benefit Tax - -
Profit / (Loss) After Tax (79,499) 452,095
Profit/(Loss) brought forward from
Previous Year (8,366,130) (7,734,305)
Profit available for appropriations (8,445,626) (7,282,210)
Appropriation as under:
Transfer to Capital Redemption
Reserve - -
Dividend on preference Shares - -
Tax on Dividend - -
Profit/(Loss) carried forward to
the Balance Sheet (8,445,626) (7,282,210)
Paid Up Equity Share Capital 99,81,000 99,81,000
Earning Per Share Re 10/- Paid up
à Basic EPS (0.08) (0.04)
- Diluted EPS (0.08) (0.04)
Financial Results Year Ended
31st March, 2010
Consolidated Standalone
Profit /(Loss) Before Interest & 9,583,410 9,938,962
Depreciatio
Interest 6,148,186 6,148,186
Depreciation 2,377,297 2,328,951
Profit / (Loss) Before Tax 1,057,927 1,461,825
Taxation
- Current Year - -
- Earlier Years 25,656 25,656
- Deferred Tax (written back) 189,172 284,504
- Fringe Benefit Tax - -
Profit / (Loss) After Tax 843,099 1,151,666
Profit/(Loss) brought forward from
Previous Year (9,209,229) (8,885,971)
Profit available for appropriations (8,366,130) (7,734,305)
Appropriation as under:
Transfer to Capital Redemption
Reserve - -
Dividend on preference Shares - -
Tax on Dividend - -
Profit/(Loss) carried forward to
the Balance Sheet (8,366,130) (7,734,305)
Paid Up Equity Share Capital 88,10,000 88,10,000
Earning Per Share Re 10/- Paid up
à Basic EPS 0.10 0.13
- Diluted EPS 0.10 0.13
CONSOLIDATED RESULTS:
The audited Standalone and consolidated Financial Statements of the
Company along with its subsidiary companies are attached herewith and
form part of this annual report. These have been prepared in accordance
with the provisions of the Companies Act, 1956, the Listing Agreement,
the Accounting Standard 21 (AS-21) on Consolidated Financial Statements
and Accounting Standard 23 - (AS-23) on Accounting for Investments in
Associates in Consolidated Financial Statements based on Audited
Financial Results for the ended 31st March, 2011.
SUBSIDIARIES:
As on 31st March, 2011 your company has two wholly owned subsidiary
companies namely Action Securities Limited and Action Commodities
Limited.
In terms of section 212 of the Companies Act, 1956, the company has
attached the Director's Report, Balance sheet and Profit and Loss
account of its subsidiaries to the Annual Report.
INCOME:
During the financial year 2010-2011 company earned operating profit of
Rs.10,598,765/- against the operating profit of Rs.9,938,962/- incurred
in the previous year, while the net profit (after tax) stood at
Rs.452,095/- against the net profit Rs.1,151,666/- in the previous
year.
2. DIVIDEND:
2.1 On Preference Shares:
In view of carried forward loss of previous years your Directors regret
their inability to recommend Dividend on Cumulative Redeemable
Preference Shares for the year ended 31st March, 2011.
2.2 On Equity Shares:
In view of carried forward loss of previous years your Directors regret
their inability to recommend Dividend on Cumulative Redeemable
Preference Shares for the year ended 31st March, 2011.
3. OPERATIONS:
OVERVIEW:
During the year the company carried out capital market operations at
moderate level. The growth in the Indian economy together with the boom
on the capital markets resulted in a better year for the company. Due
to the current uncertain capital market situation where the risk
factors appear to be high the company is taking a cautious view and
will formulate its investment policies accordingly.
REVIEW of BUSINESS DIVISIONS:
3.1 Broking Division:
Our Services under the Broking Business comprising of Equity, Currency
& Derivatives Services, we offer retail and Institutional broking
services in Equity to a large institutional and retail clientele in
India. During the year under review the total turnover was increased to
Rs.7469.53 crores as compared to Rs. 4952 crores in the previous
financial year.
Action offers personalized services and complete transaction support
through our website to our client for investment in primary market
through Mutual fund and IPO's.
The Company has expanded its retail network, branches continued to be
opened on a selective basis and physical presence was enhanced through
increase in the Sub broker network and also search of new retail
clientele in remote and rural area to explore the wide business
available opportunities This has resulted into increase in clientele
base of the company.
Action offers platform for trading in Equity Market in BSE and NSE and
Derivatives Market in NSE
3.2 Depository Division:
Company has completed 14 years as a Depository Participant. Company is
holding approximately Rs.1251.56 Crores worth stock on behalf of
clients as on 31st March 2011.
Company has registered with NSDL for Internet based IDeAS facility for
the convenience of the Investor to view latest holding with valuation
as well as transactions. Company has also its own website through which
client can view day holding, transaction and ledger balances.
Company has introduced various tariff Schemes for clients as per their
requirement & convenience. As a result, of flexible working hours,
experienced staff, timely information to clients regarding failure of
instructions, acceptance of last minute Pay-In instructions, less
processing time, etc. Clients of other Brokers also prefer to open
their Demat Accounts with us. Key areas of service are retail
clientele, clearing members and promoters of various companies. DP
Division caters to 30 clearing Members Pool Account and maintains 100
Promoters Accounts.
4. FUTURE OUTLOOK & EXPANSION PLAN:
The Company is planning to Commence the business in Commodies Exchange
and United Stock Exchanges and lunching new broking product and has
various branches in pipeline which will be expected to start operation
to generate good revenue over the coming period and enhance the
profitability of the company.
The Company is focused on building a long-term stable business with
emphasis on retail brokerage that does not rely on highly leveraged
trading clients. The Company predicts a huge growth in business due to
increase in retail and institutional clients.
The financial year 2011-12 has commenced on a positive note. However,
as in some other emerging economies, inflation remains a key concern
for India. Market crashes on a day or even weeks not have an immediate
impact but if it persists and the sentiment gets affected. As investor
starts adjusting his purchase and order sizes get reduce. If US go into
recession again, other like Europe country will follow suit.
Indian economy has slow down compare to last year, and this year growth
rate may be around 8%. The Indian Market will remain attractive because
of structural factor such as improve economies polices and other
factor. FII Investments in India continue and have had a positive
impact Indian market.
5. BOARD OF DIRECTORS
During the year under review there was no change in the constitution of
the Company.
Mr. Bakul R. Parekh, Jt. Managing Director of the Company and Mr. Nirav
K. Sanghavi, Director, retire by rotation at ensuing Annual General
Meeting and being eligible, they have offered himself for
re-appointment.
Retirement of Jt. Managing Director by rotation will not amount to any
break in his services as Jt. Managing Director.
Your Directors recommend the above appointments in the ensuing Annual
General Meeting.
6. STATEMENT OF DIRECTORS' RESPONSIBILITY:
Pursuant to the requirement of section 217(2AA) of the Companies Act,
1956, the Board of Directors hereby state that:
a. In preparation of annual accounts, the applicable accounting
standard had been followed along with proper explanation relating to
material departure;
b. The directors had selected such accounting policies and applied
them consistently and made judgment 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 profit or
loss of the company for that period;
c. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting frauds and other irregularities;
d. The directors had prepared the annual accounts on a going concern
basis.
7. SHARE CAPITAL:
During the financial year 2010-11 the Paid up Equity Share Capital of
the Company increased from Rs. Rs. 8,81,00,000 to Rs. 9,98,10,000/- on
account of issue of 11,71,000 Equity Shares of Rs. 10/- each at a
premium of Rs. 19/- per share issued to various allottees in terms of
Special Resolution passed in the last Annual Gneral Meeting.
During the year under review, as approved in previous Annual General
Meeting, the unissued preference share capital was re-classified into
equity shares share capital and the Authorised Share Capital of the
Company was increased to Rs. 1300 Lakhs.
8. CORPORATE GOVERNANCE:
The Company has been following the principles and practices of good
Corporate Governance and has ensured due compliance of the requirements
stipulated under clauseÃ49 of the Listing Agreement with the Stock
Exchanges. A separate detailed report on Corporate Governance is given
in 18th Annual Report.
A Certificate 15th July, 2011 issued by the company's Statutory
Auditors in terms of clause à 49 of the Listing Agreement with Stock
Exchanges is annexed to the said Corporate Governance Report.
9. SECRETARIAL AUDIT:
As directed by Securities and Exchange Board of India (SEBI)
secretarial audit is being carried out at the specified periodicity by
practicing Company Secretary. The findings of the secretarial audit
were entirely satisfactory.
10. FIXED DEPOSITS:
During year under review the company has not accepted any deposit with
in the meaning of section 58A of the Companies' Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975 as amended
11. MANAGEMENT DISCUSSIONS AND ANALYSIS:
Report on Management discussion and analysis given in the Annual Report
is forming part of this report and it deals with the Operations &
Business Performance, Expansion & Diversification, Research &
Development etc.
12. AUDITORS & AUDITORS' REPORT:
M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the
Company's Statutory Auditors, retire at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. M/s.
Ford, Rhodes, Parks & Co. have sought re-appointment and confirmed that
their re- appointment shall be within the limits of Section 224(1B) of
the Companies Act, 1956. The necessary eligibility certificate under
Section 224(1B) of the Companies Act, 1956, has been received from
them. The Audit Committee and Board of Directors recommend the
appointment of M/s. Ford, Rhodes, Parks & Co., Chartered Accountants,
as the Auditors of the Company.
The notes to the accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments.
13. DECLARATION:
The Board has formulated a code of conduct for the Board members and
senior management of the Company. All Board members and senior
management personnel have affirmed their compliance with the code.
14. PARTICULARS OF EMPLOYEES:
Your Company had a compliment of 25 staff members. Your company
continues its efforts to strengthen its human-resource base by
arranging requisite training and varied exposure to its existing staff
to enable to keep their skills updated. Since None of the employee is
in receipt of remuneration for whole/ part of the year exceeding the
limit prescribed u/s. 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended, the
particulars have not been given.
15. Information Required Under the Companies (Disclosure of particulars
in the report of the Board of Directors) Rules, 1988:
15.1 Conservation of Energy:
Company's operation involves no manufacturing or processing activities.
The Company utilizes energy for lighting, air-conditioning and other
office equipments at its offices. The Company's operations involve low
energy consumption and wherever possible, energy conservation measures
have already been implemented and there are no major areas where
further conservation measures appear necessary. However, efforts to
conserve and optimize the use of energy through improved operational
methods and other mean will continue on an on-going basis.
15.2 Form of Disclosure of Particulars with Respect to Absorption of
Technology, Research & Development (R & D):
FORM Ã B
1. Specific areas in which R & D carried out by the
Company Nil
2. Benefits derived as a result of the above R & D Nil
3. Future Plan of Action Nil
4. Expenditure on R & D Nil
15.3 Technology Absorption, Adaptation & Innovation:
There is no imported technology involved in the operations of the
Company. The Company continues to focus its attention towards the
rapid technological changes in the fields of its activity and trains
the manpower continuously to improve the productivity. The technologies
being used are VPN / CTCL.
15.4 Foreign Exchange Earning and out go:
Foreign Exchange Earned Nil
Foreign Exchange Used Nil
16. ACKNOWLEDGEMENT :
Your Directors wish to express their gratitude for the continuous
assistance and support received from the investors, clients, bankers,
regulatory and government authorities, during the year. Your Directors
also wish to place on record their deep sense of appreciation for the
contributions made and committed services rendered by the employees of
the Company.
For and on behalf of the Board of Directors
Place: Mumbai Milan R. Parekh
Date: 15th July 2011 Chairman & ManagingDirector
Mar 31, 2010
The Directors take pleasure in presenting the 17th Annual Report
together with the Audited Statements of Accounts of the Company for the
financial year ended 31sMarch 2010.
1. FINANCIAL RESULTS:
Financial Results Year Ended Year Ended
31st March, 2010 31st March, 2009
Consolidated Standalone Consolidated Standalone
Profit/(Loss)
Before 9,583,410 9,938,963 (12,604,845) (12,165,549)
Interest &
Depreciation
lnterest 6,148,186 6,148,186 4,213,346 4,213,346
Depreciation 2,377,297 2,328,951 2,218,052 2,201,923
Profit / (Loss)
Before Tax 1,057,927 1,461,826 (19,036,243) (18,580,818)
Taxation
- Current Year
Earlier Years 25,656 25,656 1,010,623 1,010,623
- Deterred
Tax (written
back) 189,172 284,504 (4,478,356) (4,346,188)
- Fringe
Benefit Tax - - 53,654 53,654
Profit/(Loss)
After Tax 843,099 1,151,666 (15,622,164) (15,298,907)
Profit/(Loss)
brought forward (9,209,229) (8,885,972) 6,412,935 6,412,935
from Previous
Year
Profit
available for (8,366,130) 7,734,305) (9,209,229) (8,885,972)
appropriations
Appropriation
as under:
Transfer to
Capital
Redemption - - - -
Reserve
Dividend on
preference
Shares
Tax on
Dividend
Profit/(Loss)
carried
forward (8,366,130) (7,734,305) (9,209,229) (8,885,972)
to the Balance
Sheet
Earning Per
Share Re 10/- 8,810,000 8,810,000 8,450,000 8,450,000
Paid up EPS
Paid Up Equity
Share Capital 0.10 0.13 (1.86) (1.82)
-Diluted-
Basic EPS 0.101 0,131 (1.57)1 (1.54
CONSOLIDATED RESULTS:
The audited Standalone and consolidated Financial Statements of the
Company along with its subsidiary companies are attached herewith and
form part of this annual report. These have been prepared in accordance
with the provisions of the Companies Act, 1956, the Listing Agreement,
the Accounting Standard 21 (AS-21) on Consolidated Financial Statements
and Accounting Standard 23 - (AS-23) on Accounting for Investments in
Associates in Consolidated Financial Statements based on Audited
Financial Results for the 15* months ended March 31,2010 in case of
Action Securities Ltd.
SUBSIDIARIES:
As on March 31, 2010 your company has two wholly owned subsidiary
companies namely Action Securities Limited and Action Commodities
Limited.
In terms of section 212 of the Companies Act, 1956, the company has
attached the Directors Report, Balance sheet and Profit and Loss
account of its subsidiaries to the Annual report.
INCOME:
During the financial year 2009-2010 company earned operating profit of
Rs. 9,938,963/- against the operating loss of Rs. 12,165,549/-
incurred in the previous year, while the net profit (after tax) stood
at Rs. 1,151,666/- against the net loss 15,298,907/- in the previous
year.
2. DIVIDEND:
2.1 On Preference Shares:
In view of carried forward loss of previous years your Directors regret
their inability to recommend Dividend on Cumulative Redeemable
Preference Shares for the year ended 31" March, 2010.
2.2 On Equity Shares:
In view of carried forward loss of previous years your Directors regret
their inability to recommend Dividend on Equity Shares for the year
ended 31s1 March, 2010.
3. OPERATIONS:
OVERVIEW:
During the year the company carried out capital market operations at
moderate level. The growth in the Indian economy together with the boom
on the capital markets resulted in a better year for the company. Due
to the current uncertain capital market situation where the risk
factors appear to be high the company is taking a cautious view and
will formulate its investment policies accordingly.
REVIEW of BUSINESS DIVISIONS:
3.1 Broking Division:
Our Services under the Broking Business comprising of Equity &
Derivatives Services, we offer Institutional broking services in Equity
to a large institutional clientele in India. During the year under
review the total turnover
was increased to Rs 4952 crores as compared to Rs 3463.02 crores in the
previous financial year.
Action offers personalized services and complete transaction support
through our website to our client for investment in primary market
through Mutual fund and IPOs.
Company has established new branches, appointed authorised dealers and
sub-brokers all over the country, for the purpose of access to wide
business opportunities available ii remote areas. This has resulted
into increase in clientele base of the company.
Action offers platform for trading in currency futures. Trading in
currency futures with Action enable importers, exporters, investors,
high net worth clients and institution to hedge their currency risk at
low transaction costs and with greatertransparency and safety.
The Company has acquired the membership of the Currency Derivative
segment of MCX, and expected to commence operation by September 2010.
Further company has made the application for member ship of United
Stock Exchange of India for Currency Derivative segment. The United
Stock Exchange represents the commitment of all 21 Indian public sector
banks, respected private banks and corporate houses to build an
institution that is on its way to becoming an enduring symbol of
Indias modern financial markets. United Stock Exchange also boasts of
Bombay Stock Exchange, as a strategic partner.
3.2 Depository Division:
Company has completed 13 years as a Depository Participant. Company is
holding approximately Rs1396.80. Crores worth stock on behalf of
clients as on31sl March 2010.
Company has registered with NSDL for Internet based IDeAS facility for
the convenience of the Investor to view latest holding with valuation
as well as transactions. Company has also its own website through which
client can view previous day holding, transaction and ledger balances.
Company has introduced various tariff Schemes for clients as per their
requirement & convenience. As a result, of flexible working hours,
experienced staff, timely information to clients regarding failure of
instructions, acceptance of last minute Pay-In instructions, less
processing time, etc. Clients of other Brokers also prefer to open
their Demat Accounts with us. Key areas of service are retail
clientele, clearing members and promoters of various companies. DP
Division caters to 30 clearing Members Pool Account and maintains 89
Promoters Accounts.
4. FUTURE OUTLOOK & EXPANSION PLAN:
Company has planned to expand the branches all over the country is
expected to generate good revenue over the coming period and enhance
the profitability of the company.
The Company is focused on building a long-term stable business with
emphasis on retail brokerage that does not rely on highly leveraged
trading clients. The Company predicts a huge growth in business due to
increase in retail and institutional clients.
It is a fact that the currency market is growing, it wont be
surprising if it overtakes the equity market in India by 2012. In the
days to come trading in currencies will dominate commodities and
equities in India also as the case is in major developed economies
abroad. Company offers different currency trading platforms to all the
clients. Company has also applied the membership for United Stock
Exchange and MCX currency segment. .In the local market, rupee would
continue to be driven the global risk trends, which have an influence
on the local equities market and the foreign currency.
5. BOARD OF DIRECTORS
During the year under review Mr. Sujir Radha Nayak and Mr. Pranav
Doshi, Directors of the Company resigned from the said office with
effect from 29" January, 2010. Company also wishes to place on record
their deep sense of appreciation for the contributions rendered by
them.
While Mr. Atul Zatakia and Mr. Ketan Mehta were appointed as additional
directors with effect from 29" January, 2010 and hold the said office
until the conclusion of the ensuing Annual General Meeting. The Company
has received notice from its members proposing the candidature of Mr.
Atul Zatakia and Mr. Ketan Mehta for the office Directors of the
Company. The additional directors have also expressed their desire to
get appointed as Directors liable to retire by rotation.
Mr., Milan R Parekh Director of the Company, retires by rotation at
ensuing Annual General Meeting and being eligible, has offered himself
for re- appointment.
Your Directors recommend the above appointments in the ensuing Annual
General Meeting.
6. STATEMENT OF DIRECTORS RESPONSIBILITY:
Pursuant to the requirement of section 217(2AA) of the Companies Act,
1956, the Board of Directors hereby state that:
a. In preparation of annual accounts, the applicable accounting
standard had been followed along with proper explanation relating to
material departure;
b. The directors had selected such accounting polfcies and applied
them consistently and made judgment 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 profit or
loss of the company for that period;
c. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting frauds and other irregularities;
d. The directors had prepared the annual accounts on a going concern
basis.
7. SHARE CAPITAL:
During the financial year 2009-10 the Paid up Equity Share Capital of
the Company increased from Rs. 84,500,000/- to Rs. 88,100,000 on
account of issue of 360,000 Equity Shares on conversion of 360,000
convertible warrants into equal number of fully paid equity shares of
Rs. 10/- each to the promoters.
The Board of Directors of the company in its meeting held on 9"
November 2009 issued 125,000 warrants on preferential basis to
investors at the rate of Rs. 19.25 per warrant with an option to
convert the same into equivalent number of Equity shares of nominal at
Rs. 10/- each at a premium of Rs. 9.25 per share. The option of
conversion shall be valid for a period of 18 months from the date of
allotment of the warrants. The company received Rs. 5/- per warrant as
upfront payment and is credited to Subscription Money towards warrants.
8. CORPORATE GOVERNANCE:
The Company has been following the principles and practices of good
Corporate Governance and has ensured due compliance of the requirements
stipulated under clause - 49 of the Listing Agreement with the stock
Exchanges. A separate detailed report on Corporate Governance is given
in 17th Annual Report.
A Certificate 20" August, 2010 issued by the companys Statutory
Auditors in terms of clause - 49 of the Listing Agreement with Stock
Exchanges is annexed to the said Corporate Governance Report.
9. SECRETARIALAUDIT:
As directed by Securities and Exchange Board of India (SEBI)
secretarial audit is being carried out at the specified periodicity by
practicing Company Secretary. The findings of the secretarial audit
were entirely satisfactory.
10. FIXED DEPOSITS:
During year under review the company has not accepted any deposit with
in the meaning of section 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975 as amended.
11. MANAGEMENT DISCUSSIONS AND ANALYSIS:
Report on Management discussion and analysis given in the Annual Report
is forming part of this report and it deals with the Operations &
Business Performance, Expansion & Diversification, Research &
Development etc.
12. AUDITORS & AUDITORSREPORT:
M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the
Companys Statutory Auditors, retire at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. M/s.
Ford, Rhodes, Parks & Co. have sought re-appointment and confirmed that
their re- appointment shall be within the limits of Section 224(1 B) of
the Companies Act, 1956. The necessary eligibility certificate under
Section 224(1 B) of the Companies Act, 1956, has been received from
them. The Audit Committee and Board of Directors recommend the
appointment of M/s. Ford, Rhodes, Parks & Co., Chartered Accountants,
as the Auditors of the Company.
The notes to the accounts referred to in the Auditors Report are self-
explanatory and therefore do not call for any further comments.
13. DECLARATION.
The Board has formulated a code of conduct for the Board members and
senior management of the Company. All Board members and senior
management personnel have affirmed their compliance with the code.
14. PARTICULARS OFEMPLOYEES:
Your Company had a compliment of 25 staff members. Your company
continues its efforts to strengthen its human-resource base by
arranging requisite training and varied exposure to its existing staff
to enable to keep their skills updated. Since None of the employee is
in receipt of remuneration for whole/ part of the year exceeding the
limit prescribed u/s. 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended, the
particulars have not been given.
15. Information Required Under the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules, 1988:
15.1 Conservation of Energy:
Companys operation involves no manufacturing or processing activities.
The Company utilizes energy for lighting, air-conditioning and other
office equipments at its offices. The Companys operations involve low
energy consumption and wherever possible, energy conservation measures
have already been implemented and there are no major areas where
further conservation measures appear necessary. However, efforts to
conserve and optimize the use of energy through improved operational
methods and other mean, will continue on an on-going basis.
15.2 Form of Disclosure of particulars with respect to absorption of
Technology, research & Development (R&D):
FORM-B
1. Specific areas in which R&D carried out by the Company Nil
2. Benefits derived as a result of the above R&D Nil
3. Future Plan of Action Nil
4. Expenditure on R & D Nil
15.3 Technology Absorption, Adaptation & Innovation:
There is no imported technology involved in the operations of the
Company. The Company continues to focus its attention towards the
rapid technological changes in the fields of its activity and trains
the manpower continuously to improve the productivity. The technologies
being used are VPN / CTCL.
15.4 Foreign exchange earning and out go:
Foreign Exchange Earned Nil
Foreign Exchange Used Nil
16. ACKNOWLEDGEMENT:
Your Directors wish to express their gratitude for the continuous
assistance and support received from the investors, clients, bankers,
regulatory and government authorities, during the year. Your Directors
also wish to place on record their deep sense of appreciation for the
contributions made and committed services rendered by the employees of
the Company.
For and on behalf of the Board of Directors
Place: Mumbai Milan R. Parekh
Date : 20" August, 2010 Chairman & Managing Director
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