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Directors Report of Atlanta Infrastructure and Finance Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL SUMMARY OF THE COMPANY (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

(Rs. in lacs)

PARTICULARS 2014-15 2013-14

Income for the year 496.52 224.57

Expenditure for the year excluding 506.81 221.60

Depreciation and Amortization Exp.

Profit or Loss before Depreciation and (10.29) 2.97 Amortization Exp.

Less: Depreciation and Amortization Exp. 1.31 1.69

Profit or Loss after Depreciation and (11.60) 1.28

Amortization Exp. But before Tax

Less: Current Tax (0.05) 0.13

Profit or Loss After Tax (11.55) 1.15

For the year ended March 31, 2015, the Company earned a total income of Rs. 496.53 Lacs, against total income of Rs. 224.57 Lacs in the immediately previous year. The net loss of the Company for the year is Rs.11.55. The company will try to achieve the performance in terms of profit in next year by making more initiative in the activities of the company.

2. DIVIDEND:

With a view to enlarge the business operations of the Company, the directors did not recommend any Dividend for the Year under review.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Bhavna Ashar, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer them for reappointment.

Mr. Suresh Mavani & Mr. Manish Ashar have been appointed as an Independent Directors for term of Five years with effect from 30th September, 2014. Further, Mrs. Bhavna Ashar has been appointed as Women Director with effect from 30th September, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement which is hereby enclosed as "Annexure I".

Also, Mr. Shailesh Ved has been appointed Managing Director & Chief Financial Officer with effect from 14th August, 2014.

4. MEETINGS:

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The dates on which the said Board meetings were held:

May 29, 2014, August 13, 2014, November 14, 2014 & February 13, 2015.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

5. COMMITTEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder's Relationship Committee

- Share Transfer Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the 'Report on Corporate Governance' of the company which forms part of this Annual Report.

6. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as "Annexure II".

7. AUDITORS:

M/S. SUMIT MEHTA & CO, (Firm Registration No. 0126680W), Chartered Accountants, have been appointed as statutory auditors of the company at the Annual General Meeting held on September 30, 2014 to hold office from the conclusion of this Annual General Meeting (AGM) for a consecutive period of two (2) financial years, subject to ratification by the shareholders annually. Accordingly, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM. In this regard, the Company has received a certificate from the auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.Auditors comments on your company's accounts for year ended March 31, 2015 are self explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report.

8. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S. A. SHAH & ASSOCIATES, Practicing Company Secretaries, Ahmadabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2014-15. The Report of the Secretarial Auditor for the FY 2014-15 is annexed to this report as "Annexure III".

Secretarial Auditors have qualified their report to the Members of the Company & in this connection; the Board of Directors of the Company has discussed the same at arm's length and agreed to take the corrective steps on following Qualifications:

1. Company has not complied with clause 41(III) for all the quarters of the financial year 2014-15.

2. Company is in part compliance with clause 41 (VI) for financial year 2014-15.

3. Company is yet to comply with Clause 47(a) of Listing Agreement.

4. Company is not in compliance with Pursuant to Section 203 (1) (ii) of Company's Act, 2013.

5. Company is yet to comply with Clause 41 (1) (h) with regard to peer review audit firm.

6. Company is not in compliance with Clause 54 of listing Agreement.

7. Company has not provided notice pursuant to section 91 of Companies Act, 2013.

8. Company is yet to comply with the section 138 of the Companies Act, 2013 i.e. Internal Auditor needs to be appointed to conduct the internal audit of the functions and activities of the company.

9. INTERNAL AUDIT & CONTROLS:

Your company had laid down set of standards, processes and structure which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively.

10. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

11. FIXED DEPOSITS:

Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

12. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous Endeavour to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your company, as stipulated under Clause 49 of the Listing Agreement is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A certificate from M/S. A. SHAH & ASSOCIATES, Practicing Company Secretaries, conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

13. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

14. CONSEVATION OF ENERGY & ABSORTION TECHNOLOGY :

(a) Conservation of energy- (i) the steps taken or impact on conservation of N.A

energy (ii) the steps taken by the company for utilizing N.A

alternate sources of energy (iii) the capital investment on energy conservation N.A

equipment's

(b) Technology absorption

(i) the efforts made towards technology absorption N.A

(ii) the benefits derived like product improvement, N.A

cost reduction, product development or import substitution (iii) in case of imported technology (imported during N.A

the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported N.A

(b) the year of import; N.A

(c) whether the technology been fully absorbed N.A

(d) if not fully absorbed, areas where absorption N.A has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and N.A

Development

15. FOREIGN EXCHANGE EARNINGS / OUTGO:-

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2014-15 there were no contract and arrangement done with the related parties. The policy on material Related Party Transactions and also on dealing with Related Party Transactions is approved by the Audit Committee and the Board of Directors. As there is no contract or arrangements entered into by the Company with related parties therefore, no disclosure referred to sub-section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134 (3) (g), the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as "Annexure IV" and forms part of this Report.

18. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as "Annexure V".

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 5 Lac Per month if employed for part of the year and Rs. 60 Lacs Per Annum if employed for the whole year.

19. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as "Annexure VI".

20. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

21. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

22. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

23. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future. However company's trading is been suspended on Bombay Stock Exchange from January, 2015.

24. STATEMENT OF DIRECTORS' RESPONSIBILITY:

Pursuant to requirement under 134(3)(c) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March, 2015, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) 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, 2015 and of the profit of the company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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;

(e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

PLACE: RAJKOT BY ORDER OF THE BOARD OF DIRECTORS,

DATE: 14/08/2015 FOR, ATLANTA INFRASTRUCTURE & FINANCE LIMITED

MR. SHAILESH VED

MANAGING DIRECTOR

(DIN- 00797245)


Mar 31, 2014

Dear Members,

The Directors have pleasure to present the 21st Annual Report and the audited accounts for the financial year ended March 31, 2014.

1. Financial Result

The financial performance of the Company, for the year ended March 31, 2014 is summarized below:-

(Amount in Lakhs)

Sr. Description Financial Year No. 2013-2014 2012-2013

(i) Income from operations 224.26 419.84

(iii) Less: Depreciation & Amortization 1.69 0.96

(iv) Profit/(Loss) before other income, finance cost, Exceptional items & Tax 1.04 (233.84)

(v) Finance cost 0.06 0.72

(vi) Exceptional items - Preferential Issue Exp.(BSE) - 1.12

(vii) Profit/(Loss) before Tax 1.28 7.27

(viii) Tax Expense 0.13 1.58

(ix) Net Profit/(Loss) for the Year 1.15 5.69

2. Review of Operations

Financial Year 2013-14 was a challenging year for the Global as well as Indian economy. The revenue from operations reached to Rs. 224.26 Lakhs as against operational revenue of Rs. 419.84 Lakhs in the immediately previous year. The company has earned Net profit of Rs. 1.15 lakhs as compared to Net Profit of Rs. 5.69 Lakhs in the previous year.

3. Dividend

The directors did not recommend any dividend for the financial year 2013-2014.

4. Fixed Deposits

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

5. Directors:

As per provisions of Section 152 (6) of the Companies Act, 2013, Mr. Manish Ashar, Director liable to retire by rotation, offers himself for re-appointment at the general meeting and if appointed as Director of the Company, be appointed as an Independent Director for consecutive five financial years as per provisions of Section 149 of the Companies Act, 2013. Mr. Suresh Mavani and Mr. Manish Ashar are being appointed as an Independent Director for consecutive five years as per provisions of Section 149 of the Companies Act, 2013. Mrs. Bhavna M. Ashar, is being appointed as a Woman Director as per provisions of Section 149 of the Companies Act, 2013. Necessary resolutions for the appointment/re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment/re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment/re-appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013 (Previously being Section 274 (1) (g) of the Companies Act, 1956).

6. Particulars of Employees

There was no employee in the company drawing the salary in excess of the limits prescribed in the provisions of Section 217(2A) of the Companies Act, 1956.

7. Change of the Name of the Company:

The company being a Non Banking Financial Company was dealing in securities. With a view to cope up with the losses incurred from financing activities, company intended to sustain the profitability by entering into a new developing market and it was instigated to enter into infrastructure sector which is a developing sector. AS It is perceived that name should be revealed by its activities. The name of the company has been changed from "KADVANI SECURITIES LIMITED" to "ATLANTA INFRASTRUCTURE AND FINANCE LIMITED" with effect from 3rd August, 2013.

8. Sub Division of Shares:

In order to improve liquidity of the securities of the company in the Stock Market and to make it affordable to the small investors, Company has sub-divided the nominal value of the equity shares of the Company from Rs. 10/- each to Rs. 1/- each.

9. Listing of Securities on conversion of warrants:

Equity shares resulted out of conversion of 4,50,000 warrants of Rs. 10/- each issued at a premium of Rs. 20/- to Other than Promoters on a preferential basis have been listed on BSE 24th February 2014.

These shares are ranking pari-passu with the old equity shares of the company.

10. Conservative of Energy, Technology absorption, Net Foreign Exchange earning and outgo

The information as required pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 in respect of Conservation of Energy, Technology Absorption & Net Foreign Exchange earnings & outgo are not given since they are not applicable.

11. Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

12. 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 that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under the Revised Schedule VI to 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, 2014 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; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

13. Auditors and Auditors'' Report

M/s. SUMIT MEHTA & Co.. Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are 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 such re-appointment within the meaning of Section 226 of the said Act.

The notes on accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

14. Acknowledgement:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the customers, venders, investors, business associates, bankers, Government authorities and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and worker of the Company.

Place: RAJKOT By order of the Board of Directors, Date: 13/08/2014 For, ATLANTA INFRASTRUCTURE AND FINANCE LIMITED

CHAIRMAN Mr. SHAILESH M. VED


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting20th Annual Report and the audited accounts for the financial year ended March 31, 2013.

1. Financial Results

The financial performance of the Company, for the year ended March 31, 2013 is summarized below:

[Amount in Rupees)

Sr Financial Year Description No. 2012-2013 2011-2012

Profit/(Loss) before Depreciation, Finance 10065607 079481

Costs, Exceptional items and Tax Expense

(ii) Less: Finance Cost 72,134 9361

(hi) Less: Depreciation & Amortization 95,568 2501

(iv) Profit/(Loss) before Exceptional items & Tax 8,38,857 (17,19,810)

(v) Exceptional items Preferential Issue Exp. (BSE) 1,12,360

(vi) Profit/(Loss) before Tax 7,26,497 (17,19,810)

(vii) Tax Expense 1,57,532 (6,326)

(viii) Net Profit/(Loss) for the Year 5,68,965 (17,13,484)

(ix) Balance Brought Forward from Previous Year (52,69,935) (35,56,451)

(x) Amount Available for Appropriation (47,00,969) (52,69,935)

Appropriations

(a) Special Reserve u/s.45IC of RBI Act, 1934 1,45,300

(b) Balance Carried to Balance Sheet (48,46,269) (52,69,935)

2. Review of Operations

Financial Year 2012-13 was a challenging year for the Global as well as-Indian economy. The revenue from operations reached to Rs. 4,19,83,978/- as against operational revenue of Rs. 2,54,01,268/- in the immediate previous year. However, the company has earned other income to the tune of Rs. 2,42,95,157/- for the current financial year as against other income of Rs. 2,97,99,453/- in the immediately previous year. The company has earned Net profit of Rs. 5,68,965/- as compared to Net Loss of Rs. 17,13,484/- in the previous year.

3. Dividend

The directors did not recommend any dividend for the financial year 2012-2013.

4. Transfer to Special Reserve

The company is a non-banking finance company. As per the section 45-IC of the Reserve Bank of India Act, 1934, every non-banking financial company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared. As the company has earned profit in the current financial year, the Company has transferred sum of Rs. 1,45,300/- to the special reserve created u/s. 45-IC for the financial year 2012- 2013.

6. Fixed Deposits

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

7. Appointment of Director who retires by rotation:

Mr. Sureshbhai Mavani, Director who retires by rotation, and offers himself for re- appointment at the general meeting.

8. Particulars of Employees

There was no employee in the company drawing the salary in excess of the limits prescribed in the provisions of Section 217(2A) of the Companies Act, 1956.

9. Conservation of Energy. Technology absorption. Net Foreign Exchange earning and outgo

The information as required pursuant to section 217(l)(e) of the Companies Act, 1956 read with the Companies [Disclosure of particulars in the Report of Board of Directors) Rule, 1988 in respect of Conservation of Energy, Technology Absorption & Net Foreign Exchange earnings & outgo are not given since they are not applicable.

10. Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

11. 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 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 the Revised Schedule VI to 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; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

12. Auditors and Auditors'' Report

M/s. SUMIT MEHTA & Co., Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are 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 such re- appointment within the meaning of Section 226 of the said Act.

The notes on accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

(13) Acknowledgment

Your Directors would like to express their grateful appreciation for the assistance and co- operation received from the customers, venders, investors, business associates, bankers, Government authorities and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company.

For & On Behalf of Board of Directors

PLACE : RAJKOT KADVANI SECURITIES LIMITED

DATE: 13.05.2013 Director Director


Mar 31, 2010

The Directors have pleasure to present the 17th Annual Report and the audited accounts for the financial year ended March 31, 2010.

Financial Results

The financial performance of the Company, for the year ended March 31, 2010 is summarised below:



(Amount in Rupees) Sr. Financial Year

No. Description 2009-2010 2008-2009

(i) Income from Sales and Services 13,67,241 19,12,476

(ii) Other Income

(iii) Total Income 13,67,241 19,12,476

(iv) Operating a Other Expenditure 10,57,515 4,73,186

(v) Loss from Sale of Investments - 13,96,750

(vi) Profit before Depreciation and Tax 3,09,727 42,540

(vii) Depreciation 22,499 23,109

(viii) Profit before Taxes 2,87,228 19,431

(ix) Provision for Taxes 44,425 2,489

(x) Net Profit for the Year 2,42,803 16,942

(xi) Balance Brought Forward from Previous Year (38,45,991) (38,59,048)

(xii) Amount Available for Appropriation (36,03,189) (38,42,105)

Appropriations

(a) Special Reserve U/S.45IC of RBI Act, 1934 57,446 3,886

(b) Balance Carried to Balance Sheet (36,60,635) (38,45,991)

Review of Operations

For the year ended March 31, 2010, the Company earned a total income of Rs. 13,67,241, against total income of Rs. 19,12,476 in the immediately previous year. The net profit of the Company for the year is Rs.2,42,803 as compared to Rs. 16,942 in the previous year.

Dividend

The directors do not recommend any dividend for the financial year 2009-2010.

Transfer to Special Reserve

The company is a non-banking finance company. As per the section 45-IC of the Reserve Bank of India Act, 1934, every non-banking financial company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared. The Company has transferred sum of Rs.57,446 to the special reserve created u/s. 45-IC for the financial year 2009-2010 comply with the provisions of RBI Act, 1934.

Directors

Mr.Suresh V. Mavani, director, retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

Fixed Deposits

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

Particulars of Employees

There was no employee in the company drawing the salary in excess of the limits prescribed in the provisions of Section 217(2A) of the Companies Act, 1956.

Conservation of Energy, Technology absorption, Net Foreign Exchange earning and outgo.

The information as required pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 in respect of Conservation of Energy, Technology Absorption & Net Foreign Exchange earnings & outgo are not given since they are not applicable.

Corporate Governance Report and Management Discussion and Analysis Statement.

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

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 that:

(i) in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards read with requirements set out under Schedule VI to 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, 2010 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; and

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

Auditors and Auditors Report

M/s. SUMIT MEHTA Et Co., Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are 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(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The notes on accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

Acknowledgment

Your Directors would like to express their grateful appreciation for the assistance and co- operation received from the customers, venders, investors, business associates, bankers, Government authorities and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company.





For & On Behalf of Board of Directors

Place : RAJKOT

KADVANI SECURITIES LIMITED

Date: 15.05.2010 Sd/- Sd/-

Director Director




Mar 31, 2009

The Directors have pleasure to present the 16th Annual Report and the audited accounts for the financial year ended March 31, 2009.

Financial Results

The financial performance of the Company, for the year ended March 31, 2009 is summarised below:

(Amount in Rupees)

Sr. Financial Year No. Descriptio 2008-2009 2007-2008

(i) Income from Sales and Services 19,12,476 16,92,205

(ii) Other Income

(iii) Total lncome 19,12,476 16,92,205

(iv) Operating ft Other Expenditure 4,73,186 6,10,224

(v) Loss from Sale of Shares 13,96,750 -

(vi) Profit before Depreciation and Tax 42,540 10,81,981

(vii) Depreciation 23,109 34,341

(viii) Profit before Taxes 19,431 10,47,640

(ix) Provision for Taxes 2,489 83,000

(x) Net Profit for the Year 16,942 9,64,640

(xi) Balance Brought Forward from Previous Year (38,59,048) (40,21,337)

(xii) Amount Available for Appropriation (38,42,105) (30,56,697)

Appropriations

(a) Excess Provision for Income Tax Adjusted 3,297

(b) Special Reserve u/s.45IC of RBI Act, 1934 3,886 8,05,648

(c) Balance Carried to Balance Sheet (38,45,991) (38,59,048)

Review of Operations

For the year ended March 31, 2009, the Company earned a total income of Rs.19,12,476, an increase of 13.02% over previous years Rs.16,92,205. The net profit of the Company for the year is Rs. 16,942 as compared to Rs.9,64,640 in the previous year.

Dividend

Based on the Companys performance, the directors do not recommend any dividend for the financial year 2008-2009.

Transfer to Special Reserve

The company is a non-banking finance company. As per the section 45-IC of the Reserve Bank of India Act, 1934, every non-banking financial company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared. The Company has transferred sum of Rs.3,886 to the special reserve created u/s. 45-IC for the financial year 2008-2009 comply with the provisions of RBI Act, 1934.

Directors

Mr.Ramesh L. Patel, director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr.Hirabhai B. Makadia, director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr.Mehul M. Maniar, director, resigned from the Board w.e.f. May 20, 2008. The Board placed on record its deep sense of appreciation for the guidance and invaluable contribution made by Mr.Mehul M. Maniar during his tenure as a director of the Company.

Mr.Ashok L. Kadvani, Managing director, resigned from the Board w.e,f. December 2, 2008. The Board placed on record its deep sense of appreciation for the guidance and invaluable contribution made by Mr.Ashok L. Kadvani during his tenure as a director of the Company.

Mr.Kishor L. Kadvani, director, resigned from the Board w.e.f. December 2, 2008. The Board placed on record its deep sense of appreciation for the guidance and invaluable contribution made by Mr.Kishor L. Kadvani during his tenure as a director of the Company.

Mr.Manish K. Ashar is appointed as a Director of the Company in the casual vacancy caused by the resignation of Mr. Ashok L. Kadvani pursuant to section 262 of the Companies Act, 1956, read with article 32 of the Articles of Association of the Company.

Subject to approval of the Company in the General Meeting of the members, the Board of Directors have appointed Mr. Shailesh M. Ved, an existing director serving on the board since 30.09.2008 as non-executive director, as a Wholetime Director designated as Executive Director of the Company, for a period of 5 (five) years with effect from Pecember 2, 2008 on a monthly remuneration of Rs.20,000 per month, so as to ensure that the operations of the Company are not affected by the resignation of Mr. Ashok L. Kadvani from the position of Managing Director of the Company.

Fixed Deposits

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

Particulars of Employees

There was no employee in the company drawing the salary in excess of the limits prescribed in the provisions of Section 217(2A) of the Companies Act, 1956.

Conservation of Energy, Technology absorption, Net Foreign Exchange earning and outgo

The information as required pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 in respect of Conservation of Energy, Technology Absorption 8t Net Foreign Exchange earnings 8t outgo are not given since they are not applicable.

Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

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 that:

(i) in the preparation of the annual accounts for the year ended March 31, 2009, the applicable accounting standards read with requirements set out under Schedule VI to 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, 2009 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; and

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

Auditors and Auditors Report

M/s. SUMIT MEHTA & Co., Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are 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(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. the notes on accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

Acknowledgment

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the customers, venders, investors, business associates, bankers, Government authorities and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company.

For & on Behalf of Board of Directors

Place : RAJKOT KADVANI SECURITIES LIMITED

Date: 01.09.2009

Director Director

 
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