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Directors Report of Alankit Ltd.

Mar 31, 2013

To The Members,

Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS

The Financial results of the Company for the year under review along with figures for the previous year are as follows:

For the year ended For the year ended PARTICULARS 31s,March, 2013 31st March, 2012

Total Revenue / Income 122,245,648 125,579,000

Total Expenditure 131,114,967 120,655,573

Profit / (Loss] before Taxation (8,869,320) 4,923,426

Provision for Taxation (853,282)

Deferred Tax 12,018,939

Profit after Taxation 3,149,620 4,070,144

REVIEW OF OPERATIONS & FUTURE PROSPECTS

During the year under review, there was a decrease in total revenue and Profit after Tax as compared from previous year due to adverse market conditions. The Company is regularly making efforts for getting work relating to e-Governance business.

The Company has been accreditated as Smart Card Service provider under Rashtriya Swasthaya Bima Yojna (RSBY] by Quality Council of India. The Company has been empanelled as Enrolment Agency under RSBY and currently doing the enrolments in the Bundi, Sikar &Jhunjunu district of Raj asthan.

The Company is also empanelled as Enrolment Agency for enrolment of residents of India by UIDAI and currently doing enrolments in the State of Maharashtra on behalf of Oriental Bank of Commerce.

The Company has applied for renewal of empanelment as enrollment agency to UIDAI. The Company is planning to take part in the tenders and projects related to e- Governance and providing services related to smart card.

MERGER

The Company has applied for In-principal approval under clause 24(f) of listing agreement from Bombay Stock Exchange (BSE] for merger with Alankit Assignments Limited.

OPEN OFFER

Promoter Group had sold its stake of 76,550 equity shares representing 1.58% of the total paid up capital of the Company and transferred the management and control pursuant to share purchase agreement dated 27thAugust 2012to Mr.AlokKumarAgarwal.

Thereafter, Mr. Alok Kumar Agarwal, had made an open offer to the shareholders of the Company to acquire 12,60,500 equity shares constituting 26% of the total paid-up capital of the Company and consequently acquired 704 equity shares representing 0.014% of the total paid-up capital of the Company in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers] Regulations, 2011. will act as a new promoter of the Company.

DIVIDEND

In view to augment the resources of the Company so as to achieve better operating results, your directors do not recommend any dividend.

DIRECTORS

Mr. Rajbir Singh Makhni, Director of the Company retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

Mr. Alok Kumar Agarwal was appointed as Additional Director we.f 10th December, 2012. He vacate s his office at the ensuing Annual General Meeting and has filed requisite consentto act as a Director of the Company. Notice has been received from a member of the Company under Section 257 of the Companies Act, 1956 for his appointment as a Director of the Company.

CHANGE IN REGISTERED OFFICE

The Registered Office of your Company had been shifted from 291, Anarkali Complex, Jhandewalan Extension, New Delhi 110055 to 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi 110055 we.f. 9th August, 2013 as per the requisite resolution passed by the Board of Directors.

PUBLIC DEPOSIT

During the year, your Company has not accepted any Deposit under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits] Rules, 1975.

PARTICULARS OF EMPLOYEES

None of the employees of the company were in receipt of remuneration exceeding the limit as prescribed under Section 217 (2A] of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules, 1975 during the year.

BOARD COMMITTEES

The Company has re-constituted two Committees viz. Audit Committee and Remuneration Committee during the year under review.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year, the Company has not earned and spent anything in Foreign Exchange.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Since the Company is not involved in manufacturing activity, hence the research & development and technology absorption is not applicable.

CONSERVATION OF ENERGY

The Company is engaged in providing financial and e-governance services and such operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve the energy.

LISTING WITH STOCK EXCHANGES

Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE]. The Company has paid Annual Listing Fees for the Financial Year 2012-2013 to BSE & DSE and also paid Annual Listing Fees for the current Financial Year 2013-14 to BSE. Since trading activities do not take place on DSE, your Company took initiative to get it delisted from DSE to facilitate the administrative convenience. DSE delisted the Company we.f. 8th April, 2013. The Company has made tripartite agreement with Central Depository Services (India] Limited (CDSL] & Registrar & Share Transfer Agent (RTA] dated 31st July 2012 for holding and transfer of securities in demat form of CDSL. The Company has also paid Annual Custody Fee to National Securities Depository Limited (NSDL] and CDSLforthe Financial Year 2013-14.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your Company continued the affirmative action and Corporate Social Responsibility in various fields.

CODEOFCONDUCT

The Company continues to place emphasis on inclusive growth and has adopted a voluntary code of conduct for affirmative action.

EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS

The Directors of your Company are in a fiduciary position, empowered to oversee the management functions with a view to ensure its effectiveness and enhancement of shareholders'' value.

The Board provides and critically evaluates strategic direction, management policies and their effectiveness on your Company. Their objective is also to ensure thatthe long-term interests of the shareholders are being served.

Independent Directors are appointed not merely to fulfill the statutory requirements but for their diverse skills and experience as well as the external objectivity that each of them bring to effectively perform their role to provide strategic direction and guidance and provide constructive support to management by asking the right questions and generating quality debates and discussions on major decisions. The Board of Directors is at the core of your company''s corporate governance practice and oversees how the management serves and protects the long term interests of the stakeholders. Your Directors believe that an active, well informed and independent Board is necessary to ensure highest standards of corporate governance.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under the provisions of Section 217(2AA] of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

I] in the preparation of the annual accounts for the year ended March 31,2013, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

ii] the Directors have 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 as at March 31, 2013 and of the profit of the Company for the year ended on that date;

iii] the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv] the Directors have prepared the Annual Accounts of the Company on a going concern'' basis.

AUDITORS

During the year under review, M/s Krishan K. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment.

TRANSFER TO RESERVES IN TERMS OF SECTION 217 (1) (B) OF THE COMPANIES ACT, 1956

Your Company had not transferred any amount to reserves.

DISCLOSURE UNDER SECTION 217(1) (D) OF THE COMPANIES ACT, 1956

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management 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 included in a separate section forming part of the Annual Report.

ACKNOWLEDGEMENT

Yours Directors place on record their appreciation and thanks for the support extended by SEBI, BSE, NSDL, CDSL, UIDAI, other Govt. Departments, Bankers and employees of the Company at all level.

BY ORDER OF THE BOARD OF DIRECTORS

For EURO FINMART LIMITED

Sd/-

PREETIPURI

COMPANY SECRETARY

DATED: 9th August, 2013

PLACE: New Delhi


Mar 31, 2012

To The Members of Euro Finmart Limited

The Directors have pleasure in placing before you the 23rd Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2012.

OVERVIEW

The Company mainly engaged in business of selling or buying or subscribing to or dealing in shares and commodities, trading business and its related correspondence activities. It is also acting as advisors and consultants on all matters and problems relating to corporates, departments & services of Govt., Public, Local and other various authorities to corporates and other body corporates. The Company has been provisionally accreditated as Smart Card Service provider by Quality Council of India. The Company has applied for Empanelment as Enrolment Agency for enrolment of residents of India to UIDAI. The Company is also taking part in tenders relating to e-Governance business.

FINANCIAL HIGHLIGHTS

The Financial results of the Company for the year under review along with figures for the previous year are as follows:

Particulars Financial year ended Financial year ended on 31-03-2012 on 31-03-2011

(Rs.) (Rs.)

Total Revenue/Income 125,579,000 36,971,930

Total Expenditure 120,655,572 33,044,977

Profit before Taxation 4,923,428 3,926,953

Provision for Taxation (853,282) (687,504)

Profit After Taxation 4,070,146 3,239,449

REVIEW OF OPERATIONS & FUTURE PROSPECTS

During the year under review, there was a significant increase in Gross Revenue due to better effort of organizational staff. Profit after Tax was also increased by 26% from last year. During the year under review, your Company was engaged in expansion of various Business Activities and indulged in the process of optimizing the available resources of the Company. The management of the Company is pleased to inform you that the Company is planning to strengthen the operations of the Company by taking new projects of various Government Authorities and Departments. We hope that the projects will enhance the operations and increase the opportunities for the Company.

During the period under review, the Company has also applied to Quality Council of India for accreditation as Approved Smart Card Service Provider (SCSP) and has been awarded the Provisional Certificate by QCI. The Company has also applied for empanelment as Enrolment Agency for UID Project. The Company will also take advantage from this and increase its operations into the field of E-governance and other allied sectors.

DIVIDEND

The Board is of the view that the Company should take advantage of the tremendous growth potential. Accordingly, the directors do not recommend any dividend for the year ended March 31, 2012.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 50,000,000 (Rupees Five Crores only) divided into 5,000,000 (Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten only) each. During the year Paid up Share Capital of the Company is increased from Rs. 9,695,810 (Rupees Ninety Six Lacs Ninety Five Thousand Eight Hundred Ten) to Rs. 48,479,050 (Rs. Four Crores Eighty Four Lacs Seventy Nine Thousand Fifty only).

ISSUE OF BONUS SHARES

During the year, the Company has allotted 3,878,324 Equity Shares of the Company as Bonus Shares in the ratio of 4 (Four) fully paid up Equity Shares of Rs. 10/- each for every 1 (One) Equity Share of Rs. 10/- each on 19th October, 2011.

DIRECTORS

Mr. Ashvarya Kumar Maheshwari, Director of the Company , retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

PUBLIC DEPOSIT

During the year, your Company has not accepted any Deposit under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

None of the employees of the company were in receipt of remuneration exceeding the limit as prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year.

BOARD COMMITTEES

The Company has constituted three Committees viz. Audit Committee, Remuneration Committee and Share Transfer & Shareholders'/Investors' Grievance Committee for smooth operations of the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year, the Company has not earned and spent anything in Foreign Exchange.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Since the Company is not involved in manufacturing activity, hence the research & development and technology absorption is not applicable.

CONSERVATION OF ENERGY

The Company is engaged in providing financial and e-governance services and such operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve the energy.

The management issues circulars regularly on the corporate interest to the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance of the same.

LISTING WITH STOCK EXCHANGES

Equity Shares of the Company are listed on Bombay Stock Exchange (BSE) and Delhi Stock Exchange (DSE). The Company has paid Annual Listing Fees for the Financial Year 2011-2012 to BSE and DSE and Annual Custody Fee to National Securities Depository Limited (NSDL). As the Shares are not traded in the Delhi Stock Exchange, the benefit accruing to the investors by keeping the equity shares of the Company listed on DSE, are not commensurate with the cost incurred by the Company for the continued listing and will not provide any significant tangible advantage to the shareholders of the Company. Accordingly, the matter of delisting of equity shares from Delhi Stock Exchange was approved by the Board of Directors at their meeting held on 10th August, 2012. The equity shares of the Company will continue to be listed on BSE. The Company has also applied for admission of Equity Shares to Central Depository Services (India) Limited.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your Company continued the affirmative action and Corporate Social Responsibility in various fields.

CODE OF CONDUCT

The Company continues to place emphasis on inclusive growth and has adopted a voluntary code of conduct for affirmative action.

AUDITORS' REPORT

There is no adverse remark or qualification in the Auditors' Report and therefore no comments are required under Section 217 of the Companies Act, 1956.

EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS

The Directors of your Company are in a fiduciary position, empowered to oversee the management functions with a view to ensure its effectiveness and enhancement of shareholders' value. The Board reviews and approves management's strategic plan & business objectives and monitors the Company's strategic direction.

The Board provides and critically evaluates strategic direction, management policies and their effectiveness on your Company. Their remit is also to ensure that the long-term interests of the shareholders are being served.

Independent Directors are appointed not merely to fulfill the statutory requirements but for their diverse skills and experience as well as the external objectivity that each of them bring to effectively perform their role to provide strategic direction and guidance and provide constructive support to management by asking the right questions and generating quality debates and discussions on major decisions. The Board of Directors is at the core of your company's corporate governance practice and oversees how the management serves and protects the long term interests of the stakeholders. Your Directors believe that an active, well informed and independent Board is necessary to ensure highest standards of corporate governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have 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 as at March 31, 2012 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

AUDITORS

During the year under review, M/s Krishan K. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Board recommends M/s Krishan K. Gupta & Co., Chartered Accountants, to continue as Statutory Auditors of the Company for the financial year 2012-13.

TRANSFER TO RESERVES IN TERMS OF SECTION 217 (1)(B) OF THE COMPANIES ACT, 1956

For the financial year ended 31st March, 2012, the Company has not transfer any sum to reserves. Therefore, your Company proposes to transfer the entire amount of profit to Statement of Profit and Loss of the Company.

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

The process of Amalgamation of Europlus Financial Services Limited, Euro Global Reinsurance Brokers Limited, Alankit Life Care Limited and Faith Business Advisors Limited (Transferor Companies) with Euro Finmart Limited (Transferee Companies) was initiated. But one of the Transferor Company viz. Alankit Life Care Limited has not been able to get the requisite No Objection Certificate (NOC) from its secured creditors i.e. Banker's of the Company to the aforesaid proposed amalgamation of the company with Euro Finmart Ltd. Therefore Board of Directors of Euro Finmart Limited has decided to withdraw the matter at their meeting held on 16 th July, 2012.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management 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 included in a separate section forming part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation and thanks for the support extended by SEBI, NSDL, Stock Exchanges, other Govt. Departments and Bankers to the Company.

BY ORDER OF THE BOARD OF DIRECTORS

For EURO FINMART LIMITED

-Sd/- -Sd/-

Sunil Kumar Gupta Yash Jeet Basrar

Director Director

DATED: 10 th August, 2012

PLACE: New Delhi


Mar 31, 2010

The directors take pleasure in presenting the 21 st Annual Report and Audited Statement of Accounts of the Company for the period ended on 31st March 2010.

OVERVIEW

The company mainly indulged in business of stock broking and its allied matters & selling or buying or subscribing to or dealing in share and commodity trading business and its related correspondence activities. It also acting as advisers and consultants on all matters and problems relating to corporate, departments & services of Govt., Public, Local and other various authorities to corporate and other body corporate.

FINANCIAL RESULTS

The financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary.

Particulars For the Year ended For the 9 Months ended 31 st March, 2010 (Rs.) 31 st March, 2009 (Rs.) Sale/Operating income 5,95,66,350 2,28,240 Other Income 7,63,653 26,21,641 Total Income 6,03,30,003 28,49,881 Total Expenses 5,83,64,552 19,86,640 Prof it/(Loss) before Tax 19,65,451 8,63,241 Provision for Taxation (net) (2,77,200) (9,032) Profit/(Loss) after tax 16,88,251 8,54,209

OPERATIONS

During the year, company was engaged in expansion of business activity and indulges in processes to derive the synergies and optimize the use of available resources. Your directors wish to inform you that during the year company has well performed. Company Key focus areas are financial Services activities and sub broking activities. Your Directors pleased to inform you that after a long wait we get the approval from Delhi Stock Exchange regarding trading in shares and we also applied with Bombay Stock Exchange for the revocation of suspention of trading in shares and in near future we will get the approval from the same.

SHARE CAPITAL

During the financial year 2009-2010, there has been no increase in the Authorized Share Capital of the Company under review.

However, Your Board of Directors at its Meeting held on December 2 , 2009 decided to reclassified the authorised share capital structure by division of existing 50, 00,000 shares of Rs. 10/- each into 49,00,000 6% Non Convertible Preference Shares of Rs. 10/-each and 1,00,000 equity shares of Rs. 10/- each and the same have been approved by the Members at the Extra Ordinary General Meeting held on December 30, 2009.

Your Board of Directors at its Meeting held on December 30,2009 have approved the increase in. .said up capital by allotting 49,00,000 6% Non Convertible Preference Shares for a value aggregating Rs. 49,00,0000 in preferential basis to non promoter group.

DIRECTORS

Your Board had appointed Mr. Sunil Kumar Gupta as an Additional Director of the Company in the category of Professional Director with effect from December 15,2009. Mr. Sunil Kumar Gupta vacates his office at the ensuing Annual General Meeting and has filed requisite consent to act as a Director of the Company. Notice has been received from a Member of the Company under Section 257 of the Companies Act, 1956 for the appointment of Mr. Sunil Kumar Gupta as a Director of the Company.

Appropriate resolution seeking your approval to the appointment of Mr. Sunil Kumar Gupta as the Director of the Company is appearing in the Notice convening the 21 st Annual General Meeting of the Company.

Mr. Mahabir Parshad Gupta, Directors retire by rotation at the ensuing Annual General Meeting of your Company and, being eligible, have offered themselves for the re-appointment.

Your Board has recommended their re-appointment.

PUBLIC DEPOSIT

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Act, read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

Statutory Auditors M/s Krishan K. Gupta & Co., Chartered Accountants, Delhi, retire at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

DIVIDEND

The Board is of the view that the Company should take advantage of the tremendous growth potential. Accordingly, the directors do not recommend any dividend for the year ended March 31, 2010.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000, the Directors of your Company would like to inform the members that the Audited accounts for the Financial Year ended 31 st March, 2010 are in full conformity with the requirement of the Companies Act 1956. The Directors further confirm that:

i) in the preparation of the Annual Accounts, applicable accounting standards have been followed and proper explanation relating to material departures, if any, has been given.

ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year.

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, ADATATION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings and outflow during the year.

CORPORATE GOVERNANCE

The Company is proactive following the principles & practices of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A separate report on Corporate Governance together with Auditors Certificate on compliance is attached to this Annual Report as also a Management Discussion and Analysis statement.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Shareholders, Customers, Dealers, Bankers, Agencies and Business Associates who have extended their continued support.

On Behalf of the Board of Directors -sd/- -sd/- -sd/- Mahabir Parshad Sunil Kumar Heena Jain Gupta Gupta Place New Delhi Director Director Company Secretary Date : 25.05.2010


Mar 31, 2009

The directors take pleasure In presenting the 20th Annual Report and Audited Statement of Accounts of the Company for the period ended on 31st March 2009.

FINANCIAL RESULTS

The financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary.

Particulars For the 9 months ended For the 15 Months ended 31st March, 2009 (Rs.) 30th June, 2008 (Rs.)

Gross Income 28,49,881 1,00,45,347

Depreciation 1,51,445 2,52,412

Profit/Loss before depreciation & Tax 8,63,241 (1,59,97,962)

Provision forTaxation (Current & Deferred & FBT) 9,032 48,770

Profit/lossAfterTax 8,54,209 (15,949,192)

Transferred to General Reserve NIL NIL

OPERATIONS

Due to capital restructuring and other events the business has ceased/Suspended during the financial year.

SHARE CAPITAL

The Authorized Share Capital remained the same during the period under review. However Paid up Capital of the company i.e. 26,85,300 share of Rs 10 each was reduced 98 % by way of restructuring with the permission of Honble High court during the period. Now the paid up capital of the company is Rs. 537.060 which are divided into 53706 equity shares of Rs. 10 each.

ALTERNATION OF OBJECTS CLAUSE

Due to change in scenario of economic activity In financial services, there Is significant growth and huge opportunity available for future growth and business expansion. So your management has decided to focus on financial services as core activity of the business, for that purpose the Company has changed the main objects clause by alteration in MOA through Postal Ballot process and also complied with all applicable provisions and other formalities.

NAME CHANGE

Your directors wish to inform that due to the alternation in objects clause of the company, there is need to change the name of the company which must correspondence with the business activity, So the management of the your company has changed the name with effect from 26th May 2009 from EURO GOLD JEWELLERY LIMITED to EURO RNMART LIMITED after taking necessary approval in accordance the Companies Act, 1956 in Under Section 21 from Central Government and same intimate to respective stock exchanges.

PREFERENTIAL ALLOTMENT OF FULLY CONVERTIBLES WARRANTS

To increase the working capital of the company and also to enhance the financial strength in the business, the management had decided to issue of 49,13,000 Fully convertibles warrants to the non promoters on preferential basis at the face value of Rs. 10/- which will be later convert into equity shares equivalent to number of warrants and as per norms prescribed by Securities and Exchange Board of India.

DIRECTORS

Mr. Rajbir Singh Makhni, Director of the Company being retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public with the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under during the period under review.

AUDITORS

M/s Krishan K. Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual Genera) Meeting and being eligible, offer themselves for reappointment as the Auditors of the Company. You are requested to appoint auditors until the conclusion of next Annual General Meeting.

DIVIDEND

Your directors do not recommend any dividend.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1958

Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000, the Directors of your Company would like to inform the members that the Audited accounts for the financial period ended 31 st March, 2009 are in full conformity with the requirement of the Companies Act 1956. The Directors further confirm that:

i) in the preparation of the Annual Accounts, applicable accounting standards have been followed and proper explanation relating to material departures, if arty, has been given.

ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year.

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, ADATATION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particular In the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings during the year however foreign Exchange Outflow during the year was Rs, 1,26,566/- under review.

CORPORATE GOVERNANCE

The Company is proactive following the principles & practices of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A separate statement on Corporate Governance is produced as a part of the Annual Report with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement of the Stock exchanges.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Shareholders, Customers, Dealers, Bankers, Agencies and Business Associates who have extended their continued support.

On Behalf of the Board of Directors For Euro Finmart Limited

sd/- Ashok Kumar Maheshwari Chairman Place New Delhi

Date: 20.07.2009

 
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