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Directors Report of Aeonian Investments Company Ltd.

Mar 31, 2013

The Directors have pleasure in presenting the Thirty first Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

Financial Highlights:

(Rs.in Lakhs)

Particulars 2012-13 2011-12

Income from operations 284.64 250.10

Profit on Sale of Investments 1169.63 248.35

Total Revenue 1454.27 498.45

Profit before Depreciation and Tax 1402.38 467.88

Less : Depreciation Profit before Tax 1375.47 435.99

Less : Provisions for Tax

Income Tax 260.00 54.00

wealth Tax 7.00

Profit after tax 1115.47 374.99

Add : Balance brought forward from previous year 4927.27 4889.43

Add/Less : Short Provisions Written Off

Profit available for appropriation 6042.74 5264.42

Appropriation

Proposed Dividend 192.00

Tax on Proposed dividend 31.15

Transfer to General Reserve 120.00 38.00

Transfer to Reserve fund in terms of Section 45 IC(1) of R.B.I Act, 1934,240.00 76.00

Balance carried forward to Balance Sheet 5682.74 4927.27

Management Discussion and Analysis

Industry Structure and Development

Aeonian Investments Company Ltd. is an investment company investing in shares, both quoted and unquoted and in units of Mutual Funds. The industry structure relevant to the Company''s operations is mainly concerned with the capital market. The Company handles its investments in the capital market through a reputed portfolio manager.

Industry Overview:

World economy has been facing problems in number of countries with falling growth rates, heavy borrowings by multinational companies without matching assets; fears of rising inflation; heavy government expenditure with inadequate revenues resulting in sizable fiscal deficits.

Indian economy has been performing well below what was predicted earlier. India''s GDP growth rate has slumped to the lowest level in a decade. Industrial growth has slowed to the lowest level in two decades, due to decline in private investment, slackening exports despite the crumpling of Indian currency, falling electricity output, falling auto sales. Joblessness is one of the highest. All these are causes for great concern during the current slowdown.

Fiscal Deficit in the country continued to rise with dwindling exports, static imports, falling rupee etc. Investments in infrastructure crucial to driving growth, are lagging behind for want of funds.

Slowdown of the economy was clearly visible with some of the industrialists expressing concern that companies have been hesitant to make large investments in the country. The ruling government has not taken any major steps in this regard.

Political climate has also been full of uncertainties due to which populist programs may come about rather than hard edged governance, due to fast approaching elections.

Country risk for the nation at present is pretty elevated and there is a fear that the country may face a downgrade by the International Rating Agencies which may further slowdown Foreign Direct Investment (FDI) as also investments of Foreign Institutions in the corporate sector. FDI has been sizably less in the F.Y.12-13 as compared to that of the previous year.

Operational performance .

Total Revenues increased from 498.45 Lakhs to 1454.27 Lakhs during the year under consideration. Profit before depreciation and tax increased from 467.88 Lakhs in the financial year 2011-12 to'' 1402.38 Lakhs in the year under review.

The Profit after Tax: The Company''s profit after tax increased to Rs. 1115.47 Lakhs during the year under review as compared to Rs.374.99 Lakhs in the previous year.

Reserves and Surplus as at 31st March, 2013 stand at 10047.24 Lakhs. The net worth of your Company at the year end stands at 10143.24 Lakhs which translates to a book value of 211 per share.

The Company''s investment portfolio managed by Portfolio Managers, M/s. Enam Securities Private Limited continues to be in equity shares of growth-oriented companies.

Internal Control Systems and Adequacy

An adequate system of internal control is in place which mandates maintaining proper accounting records and their periodical verification by the management and the Statutory Auditors.

Public Shareholding:

Your Directors would like to bring to your kind attention the requirement of Clause 40A of the Listing Agreement entered into by the Company with Stock Exchanges, which now necessitates minimum continuous public share holding of 25% in the capital base of the Company. The public shareholding in your Company presently stands at marginally more than 13%. Methods suggested by SEBI to increase public shareholding were found by the management difficult to implement in practice. Your Company had discussions with reputed merchant bankers and their views emanating from the experience of other similarly placed Companies, were of the same nature. The Board was informed accordingly.

The last date for achieving the Public Shareholding of 25% as intimated to the Company is 3rd June, 2013.

Voluntary winding up of the Company:

Your Directors believed that presently the Company has a good asset base which can be encashed to benefit the shareholders rather than continuing the operations of the Company in uncertain times indicating slow down presently faced by various sectors of the economy viz. industrial and services sectors etc. Your Directors felt it prudent for the Company and in the interest of the Shareholders to distribute the net assets of the Company under voluntary winding up amongst its shareholders under the applicable statutes rather than face sizable erosion in the value of the said assets because of weak economy. This would also give early benefits thereof to the shareholders.

Your Directors accordingly convened an Extra-ordinary General Meeting of the shareholders of the Company on 29th April, 2013 at M.C. Ghia Hall, Kala Ghoda, Mumbai- 400 023, for obtaining their approval for the voluntary winding up of the Company and appointment of Shri. Falee Bilimoria, Partner of M/s. Kalyaniwala & Mistry, Chartered Accountants as Liquidator for the purpose

Segment

The primary segment of the company''s business is ''investment in the capital market.''

Cautionary Statement

(The statement in this report, including the Management''s Discussion and Analysis Report, reflects the company''s projections, estimates, expectations and predictions and contains a forward looking statement that involves risk and uncertainty. The company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Actual results, performances of achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only of the expectations as on the date.)

Dividend

In view of the proposed voluntary winding up of the Company, your Directors do not propose to recommend any dividend for the year under consideration.

Appropriation

In accordance with the provisions of Section 45 IC (1) of the Reserve Bank of India Act, 1934, a sum of'' 240.00 lakhs being 20% of the profits for the year has been transferred to Reserve Fund. Further an amount of * 120.00 Lakhs has been transferred to General Reserve. The remaining balance of'' 5682.74 Lakhs has been carried forward.

Directors

In accordance with the Articles of Associations of the Company, Shri Amit Champaklal Choksey and Bipin Vithaldas Jhaveri, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment. The Directors recommend their re-appointment.

Directors'' Responsibilities Statement

The Directors confirm

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they have selected such accounting polices 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 profit of the Company for that period;

c) that they 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;

d) that they have prepared the annual accounts on a going concern basis.

Information pursuant to the Non-Banking Financial Companies acceptance of Public Deposits (Reserve Bank) Directions. 1999.

The Company has not accepted any deposits during the year under review.

Particulars of Employees

The Company has no employee covered under Section 217(2AA) of the Companies Act, 1956

Listing Arrangements

The shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the applicable listing fees have been paid till date. The Company has complied with the requirements of the Listing Agreement entered into with the said Stock Exchange.

Conservation of Energy & Technology Absorption

Being an investment company, the Company has no manufacturing activities.

Foreign Exchange Earnings and outgo

During the year there were no foreign exchange earnings and outgo.

Auditors

The Company''s Auditors M/s. Ravi A. Shah & Associates, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Directors recommend their re-appointment.

Corporate Governance

Your Company is committed to practice the principles of good Corporate Governance. Necessary measures are taken to comply with the requirements of revised Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Limited.

The report on Corporate Governance is enclosed and forms part of the Directors'' Report.

Certificate from the Company''s Auditors dated April 29, 2013 regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd is annexed to this Report.

Secretarial Compliance Certificate

In accordance with the provisions of Section 383A of the Companies Act, 1956, a certificate from M/s. Manish Ghia & Associates, Practising Company Secretaries, certifying the status on compliance with respect to the applicable provisions of the Companies Act, 1956, is annexed and forms part of this Report.

Acknowledgement

Your Directors put on record their sincere thanks for the services rendered by the portfolio managers, stock brokers and other business associates.

For and on behalf of the Board of Directors AmitC. Choksey CHAIRMAN

Mumbai, 29th April, 2013.


Mar 31, 2012

The Directors have pleasure in presenting the Thirty first Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

Financial Highlights:

(Rs in Lakhs) Particulars 2011-2012 2010-2011

Income From Operations 250.10 194.94

Profit On Sale Of Investments 248.35 186.85

Total Revenue 498.45 381.79

Profit Before Depreciation And Tax 467.88 188.11

Less : Depreciation 31.89 35.41

Profit Before Tax 435.99 152.70

Less : Provisions For Tax

Income Tax 54.00 5.00

Wealth Tax 7.00 7.00

Profit After Tax 374.99 140.70

Add : Balance Brought Forward From Previous Year 4889.43 5010.32

Add/Less : Short Provisions Written Off -- 6.55

Profit Available For Appropriation 5264.42 5157.57

Appropriation

Proposed Dividend 192.00 192.00

Tax On Proposed Dividend 31.15 31.15

Transfer To General Reserve 38.00 15.00

Transfer To Reserve Fund In Terms Of Section 45 Ic(1) Of R.B.I Act, 76.00 30.00 1934

Balance Carried Forward To Balance Sheet 4927.27 4889.43

Dividend

The Directors are pleased to recommend a dividend of Rs 4/- (200%) per Equity Share (Previous year Rs 4/- (200%) per Equity Share) for the financial year ended 31st March 2012. Outgo on account of payment of the dividend will absorb Rs 223.15 Lakhs including Dividend Distribution Tax payable by the Company.

Appropriation

In accordance with the provisions of Section 45 IC (1) of the Reserve Bank of India Act, 1934, a sum of Rs 76.00 lakhs being 20% of the profits for the year is transferred to Reserve Fund. Further an amount of Rs 38.00 Lakhs has been transferred to General Reserve. The remaining balance of Rs 4927.27 Lakhs has been carried forward.

Directors

In accordance with the Articles of Association of the Company, Smt Priti A Choksey and Shri Dhiren P Mehta, Directors of the Company, retire by rotation and being eligible, offer themselves for re - appointment. The Directors recommend their re-appointment.

The Board of Directors in their meeting held on 26th March, 2012 have appointed Shri Vispi R. Patel as additional director of your Company. He will retire at the close of the ensuing Annual General Meeting and being eligible, offer himself for reappointment. Shri Vispi R. Patel is a Bachelor of Commerce from Mumbai University and has done Master of Business Administration (MBA) and has vast experience in the various spheres of the Management. The Board is of the view that your Company will benefit by his appointment.

Directors' Responsibilities Statement

The Directors confirm

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they have selected such accounting polices 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 profit of the Company for that period;

c) that they 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;

d) that they have prepared the annual accounts on a going concern basis.

Information pursuant to the Non-Banking Financial Companies acceptance of Public Deposits (Reserve Bank) Directions, 1999.

The Company has not accepted any deposits during the year under review.

Particulars of Employees

The Company has no employee covered under Section 217(2AA) of the Companies Act, 1956

Listing Arrangements

The shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the applicable listing fees have been paid till date. The Company has complied with the requirements of the Listing Agreement entered into with the said Stock Exchange.

Conservation of Energy & Technology Absorption

Being an investment company, the Company has no manufacturing activities.

Foreign Exchange Earnings and outgo

During the year there were no foreign exchange earnings and outgo.

Auditors

The Company's Auditors M/s. Ravi A. Shah & Associates, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Directors recommend their re-appointment.

Corporate Governance

Your Company is committed to practice the principles of good Corporate Governance. Necessary measures are taken to comply with the requirements of revised clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Limited.

The report on Corporate Governance is enclosed and form part of the Directors' Report.

Certificate from the Company's Auditors dated May 11, 2012 regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd is annexed to this Report.

Secretarial Compliance Certificate

In accordance with the provisions of Section 383A of the Companies Act, 1956, a certificate from M/s. Manish Ghia & Associates, Practising Company Secretaries, certifying the status on compliance with respect to the applicable provisions of the Companies Act, 1956, is annexed and forms part of this Report.

Acknowledgement

Your Directors take on record their sincere thanks for the valuable services rendered by the portfolio managers, stock brokers and other business associates.



For and on behalf of the Board of Directors

Amit Choksey

CHAIRMAN

Mumbai, 11th May, 2012.


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

Financial Highlights:

(Rs. in Lacs) Particulars 2009-2010 2008-2009 Income from operations 274.56 218.12 Profit on Sale of investments 222.52 207.48 Profit before Depreciation and Tax 392.40 309.63 Less : Depreciation 39.91 47.20 Profit before tax 352.49 262.43 Less : Provisions for Tax Current Tax 42.65 15.50 Profit after tax 309.84 246.93 Add: Balance brought forward from previous year 5007.09 4998.30 Add/Less : Short Provisions Written Off 18.53 6.83 Prior Period Items (1.51) - Profit available for appropriation 5333.95 5252.06 Appropriation Proposed Dividend 192.00 144.00 Tax on Proposed dividend 32.63 24.47 Transfer to General Reserve 33.00 25.50 Transfer to Reserve fund in terms of Section 45 IC(1) of R.B.I Act,1934 66.00 51.00 Balance carried forward to Balance Sheet 5010.32 5007.09

Dividend

The Directors are pleased to recommend a dividend of Rs. 4/- (200%) per Equity Share (Previous year Rs. 3/- (150%) per Equity Share) for the financial year ended 31s March 2010. Outgo on account of payment of the dividend will absorb Rs. 224.63 Lacs including Dividend Distribution Tax payable by the Company.

Appropriation

In accordance with the provisions of Section 45 IC (1) of the Reserve Bank of India Act, 1934, a sum of Rs. 66.00 lacs being 20% of the profits for the year is transferred to Reserve Fund. Further an amount of Rs. 33.00 Lacs has been transferred to General Reserve. The remaining balance of Rs. 5010.32 Lacs has been carried forward.

Directors

In accordance with the Articles of Association of the Company, Shri Amit Choksey and Shri Bipin Jhaveri, Directors of the Company, retire by rotation and being eligible, offer themselves for re - appointment.

The Directors recommend their re-appointment.

Directors Responsibilities Statement

The Directors confirm

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they have selected such accounting polices 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 profit of the Company for that period;

c) that they 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;

d) that they have prepared the annual accounts on a going concern basis.

Information pursuant to the Non-Banking Financial Companies acceptance of Public Deposits (Reserve Bank) Directions. 1999.

The Company has not accepted any deposits during the year under review.

Particulars of Employees

The Company has no employee covered under Section 217(2AA) of the Companies Act, 1956

Listing Arrangements

The shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the applicable listing fees have been paid till date. The Company has complied with the requirements of the Listing Agreement entered into with the said Stock Exchange.

Conservation of Energy & Technology Absorption

Being an investment company, the Company has no manufacturing activities, the Directors have nothing to report on Conservation of Energy, Research & Development and Technology Absorption.

Foreign Exchange Earnings and outgo

During the year there were no foreign exchange earnings and outgo.

Auditors

The Companys Auditors M/s. Ravi A. Shah & Associates, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Directors recommend their re-appointment.

Corporate (governance

Your Company is committed to practice the principles of good Corporate Governance. Necessary measures are taken to comply with the requirements of revised clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Limited.

The report on Corporate Governance is enclosed and form part of the Directors Report.

Certificate from the Companys auditors dated May 7, 2010 regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd is annexed herewith.

Secretarial Compliance Certificate

In accordance with the provisions of Section 383A of the Companies Act, 1956, a certificate from M/s. Manish Ghia & Associates, Practising Company Secretaries, certifying the status on compliance with respect to the applicable provisions of the Companies Act, 1956, is annexed herewith and forms part of this report.

Acknowledgement

Your Directors take on record their sincere thanks for the valuable services rendered by the portfolio managers, stock brokers and other business associates.

For and on behalf of the Board of Directors Amit C. Choksey CHAIRMAN

Mumbai, 7th May, 2010.

 
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