Mar 31, 2015
Dear Members,
The Directors take the pleasure in presenting their Report and Audited
Financial Statement of the Company along with Auditors'' Report thereon
for the year ended 31st March, 2015.
(Rs. in Lakh)
2014-15 2013-14
WORKING RESULTS
Profit/(Loss) before interest, (112.58) 175.82
depreciation and taxes
Less: Interest 166.55 152.28
Profit/(Loss) before depreciation, (279.13) 23.54
NPAÂs and Taxes
Less: Depreciation 10.70 6.62
Profit/(Loss) Before Taxation (289.83) 16.92
Less : Provision for Income Tax
Current Tax - 5.23
Deferred Tax - 156.98
In respect of earlier years 1.37 0.05
Profit/ (Loss) after Taxation (291.19) (145.34)
Add: Balance brought forward from (311.96) (166.62)
previous year
Less: Adjustment relating to Fixed Assets 3.71 -
CLOSING BALANCE (606.86) (311.96)
DIVIDEND
The directors are not recommending any payment on account of dividend.
MANAGEMENT DISCUSSION AND ANALYSIS
A. FINANCIAL REVIEW
Your Company has a loss of Rs. 289.83 lakh after depreciation and
interest. Further, a provision for income tax in respect of earlier
years of Rs. 1.36 lakh has been made in the accounts. The loss of Rs.
606.86 lakh including brought forward loss of Rs. 311.96 lakh has been
carried to the Balance Sheet.
B. RESOURCES AND LIQUIDITY
The Company, as in the past, is not relying on any borrowing except
unsecured loans to fund its activities.
C. INDUSTRY STRUCTURE AND DEVELOPMENTS
The Non Banking Financial Companies (NBFC) sector is still struggling
for its growth in India. The NBFC sector is doing much better all over
the world as compared to Asian Countries as the general perception
about NBFC in the mind of public is still hazy. Other reason may be
the excess regulatory requirements by the Reserve Bank of India which
constituted a hurdle for its growth in India. Except few NBFC''s no
other company is working well. This has created a very discouraging
situation for the remaining NBFC who have no option except to diversify
from its business of financing. Entrance of banks in consumer durable
financing as well as in housing finance has brought forth a huge
competition and has also added to worst scenario for the NBFC''s. This
has virtually put a stop on private financing and most of the
Non-Banking Finance Companies are out of this business.
D. BUSINESS OVERVIEW
Your company being classified as an Investment Company is doing long
term and short term investments. No further opportunity has come to
diversify the business of the Company as business of financing is no
more lucrative. However your board is in constant look out for the new
business avenues which can be taken with the existing business.
E. OPPORTUNITIES AND THREATS
Due to recession all over the world, the Indian economy, though not
affected substantially, has suffered and the opportunities have become
limited in all sphere of businesses. The financial market has suffered
a lot and the business for NBFC''s have further reduced. This did not
discourage the board of directors of your Company who are constantly
looking for an opportunity to expand the business of the Company.
Your Company being in the financial services sector is facing a very
stiff competition from public sector as well as private sector banks
and financial institutions. It is trying to cope up with the same but
is finding it difficult to match up with them in expertise as well as
finances available. However, the Company is trying its level best to
achieve the same level of competence to meet the challenges thrown in
this sector.
F. OUTLOOK
Your Company is still in the process of consolidation and has not
decided to enter into new field. It is exploring various business
opportunities but nothing concrete has been derived. Barring unforeseen
circumstances your directors hope to find some concrete business
opportunity to expand the business of the Company.
G. RISK AND CONCERN
Your Company at present is exposed to the normal industry risk factor
of volatility in interest rate, economic cycle and credit risk. It has
not yet decided its future course of activities. The impact of new
activity, as and when decided, will be known in the future.
H. ADEQUACY OF INTERNAL CONTROL
The established Internal Control Systems of your Company are adequate
to ensure that all the activities are monitored and controlled against
any misuse or misappropriation of asset and that the transactions are
authorized, recorded and reported correctly. More so, these internal
control systems are regularly monitored by the audit committee of your
Company and are improved upon on regular basis.
FIXED DEPOSITS:
Your Company does not accept fixed deposits from public and to this
effect an undertaking is given to the Reserve Bank of India. DIRECTORS
AND KEY MANAGERIAL PERSONNEL:
Mr. Gautam Khaitan, Non-executive Director of the Company and Mr. R. A.
Kila, Independent Director of the Company resigned as directors of the
Company w.e.f. 23.07.2014 and 26.12.2014 respectively due to their
personal reasons.
As per Section 149 and other applicable provisions of the Companies
Act, 2013, your Directors are seeking appointment of Mr. Suresh Kumar
Lakhotia (DIN:00450723), as Independent Director of the Company for 5
(five) consecutive years for a term up to the conclusion of the 40th
Annual General Meeting of the Company in the calendar year 2020.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Malvika Poddar
(DIN:00457245), Director of the Company retire by rotation and being
eligible offer herself for re-appointment.
The Company received declaration made by the independent directors of
the Company that they fulfill the criteria given under Section 149(6)
of the Companies Act, 2013 and other applicable provisions.
The Nomination & Remuneration Committee (NRC) shall evaluate the
performance of each Director of the Company with reference of the
authority under the Nomination and Remuneration Policy of the Company
framed in accordance with the provisions of Section 178 of the
Companies Act, 2013 and based on their functions as mentioned in the
Code of Conduct of the Directors. Evaluation of Independent Directors
shall be carried on by the entire Board in the same way as it is done
for the Executive Directors of the Company except the Director getting
evaluated. The detail process of evaluation and ratings thereon are
mentioned in the policy.
SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES
The Sirpur Paper Mills Ltd. - Associate Company
Carma Arts & Crafts Private Ltd. - Associate Company
Devi Overseas Private Ltd. - Associate Company
Devi Developers Private Ltd. - Associate Company
Boutique Hotels India Private Ltd. - Associate Company
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Particulars of contracts/arrangements entered into by the Company with
related parties referred to in sub-section (1) of Section 188 of the
Companies Act, 2013 were in ordinary course of business and on an arms
length basis are provided in Annexure-A to this report in Form no.
AOC-2.
AUDITORS AND AUDITOR S REPORT:
M/s. Salarpuria & Partners, Chartered Accountants, Statutory Auditors
of the Company, retire at the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment.
Auditors in the annexure to their report have drawn attention to the
Point No. ii(c) stating that certain shares are not registered in the
name of the Company. The same are on account of bad delivery, for which
efforts are being made to sort out the same.
Further with respect of Point No. ix, the notes on financial statement
reffered to in the Auditor Report are self explanatory and do not call
for any further comment.
SECRETARIAL AUDIT REPORT:
A Secretarial Audit Report given by Mr. Nitesh Kumar Sinha, Practising
Company Secretary (Membership no. F7536) is given in Annexure-B to this
report.
EXTRACTS OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return is given
in Annexure-C to this report.
BUSINESS RISK MANAGEMENT:
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and clause
49 of the Listing Agreement, the Company has constituted a business
risk management committee. The details of the committee and its terms
of reference are set out in the corporate governance report forming
part of the board report.
At present the Company has not identified any element of risk which may
threaten the existence of the Company.
ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
Whistle blower Policy is formulated to encourage all employees and
directors of the Company to report any unethical behavior, actual or
suspected fraud or violation of the Code of the Company and to provide
a secure environment to such employees acting in good faith and
safeguarding them from any adverse action by the management. This
policy is in line with the requirements of the revised Clause-49 of the
Listing Agreement with the Stock Exchanges and the provisions of the
Companies Act, 2013 (Sub- section 9 of Section 177) read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014, which
stipulated that every Listed Company shall establish a "Vigil
mechanism".
CORPORATE GOVERNANCE:
Your Company has taken adequate steps to ensure that all mandatory
provisions of ''Corporate Governance'' as provided in the listing
agreement of the Stock Exchanges with which the Company''s shares are
listed, are duly complied with.
A Certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance is given in Annexure-D to this
report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors'' Responsibility Statement, it is hereby
confirmed 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.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees'' particulars which is available
for inspection by the members at the Registered office of the Company
during business hours on working days of the Company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Company Secretary in
advance.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company being engaged in the financial services and trading, does
not have any energy utilization or technology absorption. The Company
during the year under consideration has not earned or spent any foreign
exchange.
ACKNOWLEDGEMENT:
Your Company and its Directors wish to extend their sincerest thanks
for the co-operation received from shareholders, bankers and other
business constituent during the year under review. Your directors also
wish to place on record their deep sense of appreciation for the
commitment displayed by all employees of the Company.
Date: 21st May, 2015 By Order of the Board of Directors
Sd/-
Ranjan Kumar Poddar
Chairman & Managing Director
(DIN:00290949)
Mar 31, 2014
TO THE MEMBERS
The Directors take the pleasure in presenting their Report and Audited
Financial Statements of the Company along with Auditors'' Report thereon
for the year ended 31st March, 2014.
WORKING RESULTS 2013-2014 2012-2013
(Rupees in lacs) (Rupees in lacs)
Profit before interest, depreciation
and taxes 175.82 144.94
Less : Interest 152.28 240.03
Profit/(Loss) before depreciation
and taxes 23.54 (95.09)
Less : Depreciation 6.62 6.96
Profit/(Loss) before provision of tax 16.92 (102.05)
Less : Provision for Income Tax
Current Tax 5.23 -
Deferred Tax 156.98 19.53
In respect of earlier years 0.05 -
Profit/(Loss) after Taxation (145.34) (121.58)
Add: Balance brought forward from
previous year (166.62) (45.04)
BALANCE CARRIED TO BALANCE SHEET (311.96) (166.62)
DIVIDEND
Your directors are not recommending any payment on account of dividend.
MANAGEMENT DISCUSSION AND ANALYSIS
FINANCIAL REVIEW :
Your Company has a profit of Rs. 16.92 lacs after depreciation and
interest. Further a provision for income tax in respect of earlier
years and deferred tax of Rs. 0.05 lacs and Rs. 156.98 lacs
respectively has been made in the accounts. The loss of Rs. 311.96 lacs
including brought forward loss of Rs. 166.62 lacs has been carried to
the Balance Sheet.
RESOURCES AND LIQUIDITY :
The Company, as in the past, is not relying on any borrowing except
unsecured loans to fund its activities.
INDUSTRY STRUCTURE AND DEVELOPMENTS :
The Non Banking Financial Companies (NBFC) sector is still struggling
for its growth in India. The NBFC sector is doing much better all over
the world as compared to Asian Countries as the general perception
about NBFC in the mind of public is still hazy. Other reason may be the
excess regulatory requirements by the Reserve Bank of India which
constituted a hurdle for its growth in India. Except few NBFC''s no
other company is working well. This has created a very discouraging
situation for the remaining NBFC who have no option except to diversify
from its business of financing. Entrance of banks in consumer durable
financing as well as in housing finance has brought forth a huge
competition and has also added to worst scenario for the NBFC''s. This
has virtually put a stop on private financing and most of the
Non-Banking Finance Companies are out of this business.
BUSINESS REVIEW :
Your company being classified as an Investment Company is doing long
term and short term investments. No further opportunity has come to
diversify the business of the Company as business of financing is no
more lucrative. However your board is in constant look out for the new
business avenues which can be taken with the existing business.
OPPORTUNITIES :
Due to recession all over the world, the Indian economy, though not
affected substantially, has suffered and the opportunities have become
limited in all sphere of businesses. The financial market has suffered
a lot and the business for NBFC''s have further reduced. This did not
discourage the board of directors of your Company who are constantly
looking for an opportunity to expand the business of the Company.
CHALLENGES :
Your Company being in the financial services sector is facing a very
stiff competition from public sector as well as private sector banks
and financial institutions. It is trying to cope up with the same but
is finding it difficult to match up with them in expertise as well as
finances available. However, the Company is trying its level best to
achieve the same level of competence to meet the challenges thrown in
this sector.
OUTLOOK :
Your Company is still in the process of consolidation and has not
decided to enter into new field. It is exploring various business
opportunities but nothing concrete has been derived. Barring unforeseen
circumstances your directors hope to find some concrete business
opportunity to expand the business of the Company.
RISK AND CONCERNS :
Your Company at present is exposed to the normal industry risk factor
of volatility in interest rate, economic cycle and credit risk. It has
not yet decided its future course of activities. The impact of new
activity, as and when decided, will be known in the future.
ADEQUACY OF INTERNAL CONTROL :
The established Internal Control Systems of your Company are adequate
to ensure that all the activities are monitored and controlled against
any misuse or misappropriation of asset and that the transactions are
authorized, recorded and reported correctly. More so, these internal
control systems are regularly monitored by the audit committee of your
Company and are improved upon on regular basis.
HUMAN RESOURCE DEVELOPMENT:
ASFL appreciates the importance of its people and the key role that
they play in achieving objectives through strategy implementation. Our
people are equipped with the knowledge, skills and motivation that
gives ASFL a leading advantage.
FIXED DEPOSITS :
Your Company does not accept fixed deposits from public and to this
effect an undertaking is given to the Reserve Bank of India.
DIRECTORS :
As per the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Devashish Poddar (DIN:00457349),
Director of the Company retire by rotation and being eligible offer
himself for re-appointment.
As per Section 149 and other applicable provisions of the Companies
Act, 2013, your Directors are seeking appointment of Mr. R.A.Kila
(DIN:00326165), Mr. Naresh Birla (DIN:02902650) and Mr. Ashok Kumar
Sharma (DIN:03558843) as Independent Directors for five consecutive
years for a term up to the conclusion of the 39th Annual General
Meeting of the Company in the calendar year 2019.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
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 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 of the
Company for the year ended on that date;
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.
AUDITORS AND AUDITORS'' REPORT:
The Statutory Auditors of the Company, M/s. Salarpuria & Partners,
Chartered Accountants, (Firm Registration No. 302113E), who retire at
the conclusion of ensuing Annual General Meeting, being eligible, offer
themselves for re-appointment for a term of 3(Three) years in
accordance with the provisions of Section 139 of the Companies Act,
2013.
Auditors in the Annexure to their report have drawn attention to the
Point No. 2(c) stating that certain shares are not registered in the
name of the Company. The same are on account of bad delivery, for which
efforts are being made to sort out the same.
PARTICULARS OF EMPLOYEES:
Particulars of employees in accordance with the provisions of Section
217(2A) of the Companies Act, 2013, read with the Companies
(Particulars of Employees) Rules, 1975, as amended, are not given, as
none of the employees qualify for such disclosure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company being engaged in the financial services and trading, does
not have any energy utilization or technology absorption. The Company
during the year under consideration has not earned or spent any foreign
exchange.
CORPORATE GOVERNANCE :
Your Company has taken adequate steps to ensure that all mandatory
provisions of ''Corporate Governance'' as provided in the listing
agreement of the Stock Exchanges with which the Company''s shares are
listed, are duly complied with.
A Certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance is given in Annexure, which is
attached hereto and forms part of this Director''s Report.
ACKNOWLEDGEMENT :
Your Directors would like to express their sincere appreciations for
the co-operation received from shareholders, bankers and other business
constituent during the year under review. Your directors also wish to
place on record their deep sense of appreciation for the commitment
displayed by all employees of the Company.
By Order of the Board of Directors
For ARAVALI SECURITIES & FINANCE LIMITED
Sd/-
Ranjan Kumar Poddar
Place: Gurgaon, Haryana Chairman & Managing Director
Date: 13th August,2014. (DIN: 00290949)
Mar 31, 2012
TO THE MEMBERS
The Directors take the pleasure in presenting their Report and Audited
Accounts of the Company with Auditors'' Report thereon for the year
ended 31 st March, 2012.
WORKING RESULTS 2011-2012 2010-2011
(Rupees in lacs) (Rupees in lacs)
Profit before interest,
depreciation and taxes 110.96 7.16
Less: Interest 249.94 112.79
Profit/(Loss) before
depreciation and taxes (138.98) (105.63)
Less: Depreciation 7.43 7.62
Prof it/(Loss) before provision of tax (146.41) (113.25)
Add : Withdrawal for diminution
in value of
investments as per RBI Prudential Norms - 0.04
Profit/(Loss) before Taxation (146.41) (113.21)
Less : Provision for Tax
Current Tax 0.00 0.00
Deferred Tax (1.76) (0.23)
Profit/(Loss) after Taxation (144.65) (112.98)
Add: Balance brought forward
from previous year 99.67 212.83
(44.98) 99.85
Less: Income Tax in respect of earlier years 0.06 0.18
BALANCE CARRIED TO BALANCE SHEET (45.04) 99.67
DIVIDEND
Your directors are not recommending any payment on account of dividend.
FIXED DEPOSITS :
Your company does not accept fixed deposits from public and to this
effect an undertaking is given to the Reserve Bank of DIRECTORS:
Mr. Devashish Poddar and Mr. R. A. Kila, directors of the company,
retire by rotation under article 133 of the Articles of Association of
the company at the ensuing annual general meeting and are eligible for
re-appointment. Your directors recommend their re-appointment by the
shareholders.
Further Mr. Ranjan Kumar Poddar re-appointed as managing director of
the company for a period of five years with effect from 6th September
2012 in its board meeting held on 14th August 2012 subject to approval
of the members of the company. Your directors recommend his appointment
by the members of the company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
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 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 loss of the
company for the year ended on that date;
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 safe guarding 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.
AUDITORS AND AUDITORS'' REPORT:
M/s. Salarpuria & Partners, Chartered Accountants, as Statutory
Auditors of the company, hold office until the conclusion of the
ensuing Annual General Meeting and are recommended for reappointment.
Your Company has received a certificate from M/s. Salarpuria &
Partners, Chartered Accountants, to the effect that the appointment, if
made, would be within the prescribed limits u/s 224 (1 -B) of the
Companies Act, 1956. The shareholders will be required to appoint them
for the current year and to fix their remuneration.
Auditors in the Annexure to their report have drawn attention to the
Point No. 2(c) stating that certain shares are not registered in the
name of the Company. The same are on account of bad delivery, for which
efforts are being made to sort out the same.
PERSONNEL:
The company had no employee during the year ended 31 st March, 2012,
who was in receipt of remuneration of Rs.60.00 lacs or more per annum,
if employed for whole of the year or Rs.5.0 lacs or more per month, if
employed for part of the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
The Company being engaged in the financial services and trading, does
not have any energy utilization or technology absorption. The Company
during the year under consideration has not earned or spent any foreign
exchange.
CORPORATE GOVERNANCE:
Your company has taken adequate steps to ensure that all mandatory
provisions of ''Corporate Governance1 as provided in the listing
agreement of the Stock Exchanges with which the company''s shares are
listed, are duly complied with.
A separate report on ''Corporate Governance1 along with Auditors
Certificate for its due compliance is annexed hereto as part of this
report.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciations for
the co-operation received from shareholders, bankers and other business
constituent during the year under review. Your directors also wish to
place on record their deep sense of appreciation for the commitment
displayed by all employees of the Company.
By Order of the Board of Directors
For ARAVALI SECURITIES &
FINANCE LIMITED
Ranjan Kumar Poddar
Managing Director
Registered Office:
Sirpur House
Plot No.39, Sector
44 R. A. Kila
Gurgaon, Haryana-122003 Devashish Poddar
Naresh Blrla
Date: 14th August,2012. Director
Mar 31, 2010
The Directors have pleasure in presenting their Report and Audited
Accounts of the Company with Auditors Report thereon for the year
ended 31st March, 2010.
WORKING RESULTS 2009-2010 2008-2009
(Rupees in lacs) (Rupees in lacs)
Profit before interest, depreciation
and taxes 496.04 160.12
Less: Interest 109.52 151.18
Profit before depreciation, NPAs
and Taxes 386.52 8.94
Less: Depreciation 7.53 7.86
Profit before provision of tax and NPAs 378.99 1.08
Add : Withdrawal for diminution in
value of
investments as per RBI Prudential Norms 63.74 0.53
Profit before Taxation 442.73 1.61
Less/(Add): Provision for Tax
Current Tax 76.35 -
Fringe Benefit Tax - 0.65
Deferred Tax 30.85 (8.83)
Profit after Taxation 335.53 9.79
Less : Balance brought forward from
previous year (55.59) (65.06)
279.94 (55.27)
Less : Amount Transferred to NBFC
Reserve Fund 67.11 0.32
BALANCE CARRIED TO BALANCE SHEET 212.83 (55.59)
DIVIDEND
DIVIDEND Your directors are not recommending any payment on account of
dividend.
FIXED DEPOSITS :
Your company does not accept fixed deposits from public and to this
effect an undertaking is given to the Reserve Bank of India.
DIRECTORS:
Mr. R.A. Kila, director of the company, being longest in the office, is
required to retire by rotation but being eligible, offers himself for
re-appointment. Your directors recommend his re-appointment by the
shareholders. Mr. Devashish Poddar was appointed as additional director
of the company who will retire on the conclusion of the ensuing Annual
General Meeting but being eligible has offered himself to continue as a
director of the company. Your company has also received a notice under
section 257 of the Companies Act 1956 from a member signifying Mr.
Devashish Poddar candidature for the office of a director. Your
directors recommend his appointment by the shareholders.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed.
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 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 of the
company for the year ended on that date;
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 safe guarding 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.
AUDITORS AND AUDITORS REPORT:
M/s. Salarpuria & Partners, Chartered Accountants, as Statutory
Auditors of the company, hold office until the conclusion of the
ensuing Annual General Meeting and are recommended for reappointment.
Your Company has received a certificate from M/s. Salarpuria &
Partners, Chartered Accountants, to the effect that the appointment, if
made, would be within the prescribed limits u/s 224 (1 -B) of the
Companies Act, 1956. The shareholders will be required to appoint them
for the current year and to fix their remuneration.
Auditors in the Annexure to their report have drawn attention to the
Point No. 2(c) stating that certain shares are not registered in the
name of the company. The same are on account of bad delivery, for which
efforts are being made to sort out the same.
PERSONNEL:
The company had no employee during the year ended 31st March, 2010, who
was in receipt of remuneration of Rs.24.0 lacs or more per annum, if
employed for whole of the year or Rs.2.0 lacs or more per month, if
employed for part of the year..
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
The Company being engaged in the financial services and trading, does
not have any energy utilization or technology absorption. The Company
during the year under consideration has not earned or spent any foreign
exchange.
CORPORATE GOVERNANCE:
Your company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance as provided in the listing
agreement of the Stock Exchanges with which the companys shares are
listed, are duly complied with.
A separate report on Corporate Governance alongwith Auditors
Certificate for its due compliance is annexed hereto as part of this
report.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciations for
the co-operation received from shareholders, bankers and other business
constituent during the year under review. Your directors also wish to
place on record their deep sense of appreciation for the commitment
displayed by all employees of the company.
By Order of the Board of Directors
For ARAVALI SECURITIES & FINANCE LIMITED
Registered Office:
Sirpur House RANJAN KUMAR PODDAR
Plot No.39, Sector 44 Managing Director
Gurgaon, Haryana-122003
GAUTAM KHAITAN
R. A. KILA
DAVASHIS PODDAR
Date: 3rd September, 2010 Directors
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