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Directors Report of Authum Investment & Infrastructure Ltd.

Mar 31, 2015

The directors have pleasure in presenting the 33rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March'2015.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 11.03.2015 31,03.2014 (Rs.) (Rs,) Operational & other income 425,208,733.00 54,929,915.00

Profit/ Loss Before Depreciation &Tax 11,774,769.00 630,073.00

Less: Depreciation 5,762.00 7,675.00

Provision for taxation

MAT Credit Enticement earlier year

Deferred Tax 2,290,00 (555.00)

Taxes for ear her years (24,868.00)

profit/loss after Depreciation & Tax 1,801,927.00 470,976.00

brought forward for previous year 208,931,99800 20,555,2l7.00

Appropriations

Amount transferred lo Statutory Reserves 2,360,385.00 94,195.00

Bonus shares issued

Balance Carried to Balance Sheet 218,373,540.00 208,931,998.00

OPERATIONS:

Net profit has been increased from Rs. 470,976.00 to Rs. 11,801,927.00 as well as operational income is also increased from Rs. 54,929,915 to Rs. 425,208,733. Pure diet, this year performance was good and management also look forward for better improvement.

The Financial Statements of the Company have been prepared in accordance with die Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (which consume to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule 7 of the Companies (Accounts) Roles, 2014) and the relevant provisions of the Companies Act, 1956 / Companies ft££ 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SRIBI).

The Company has complied with all the norms prescribed by the Reserve Bank of Tend (RBI) including the Pair practices, Anti Money Laundering and Know Your Customer (KYC) guidelines.

Navy Run & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year ended 31st March, 2015.

TRANSFER TO RESERVES:

The Company has transferred amount of Rs. 2,360,385,00/- (Twenty Three Lakhs Sixty Thousand Three Hundred and Eighty Five Only) to Statutory Reserve Fund Created in terms of Section 45- iC of the RBI Act, 1934 during the year under review. However, the remaining part after setting aside statutory reserve fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus,

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate From Auditors of the Company regarding compliance of Corporate Governance, as stipulated under clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS:

During the financial vear under review, Ms. Barkha Agarwal was appointed as an Additional Women Director in the Company with effect from June 22, 2015 subject to approval of the shareholders at this Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT;

To the hest of their knowledge and belief and according to the information and explanations obtained by them, the Directors make the following statement pursuant to the provisions of Section 134 of the Companies Act, 2013:

1. That in the preparation of the annual accounts, the applicable accounting standards have been fooled along with proper explanation relating to material departures, if any;

2 That 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 Lrue and fair view of the state of affairs of the Company at the end of the financial year and of the k&z profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care foe the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Annual Accounts for the year ended 313I March, 2015, have been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by die Company and that such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company, hence die provisions pursuant to consolidation are not applicable.

MEETINGS :

During the year, 7 times Board Meetings and 4 times Audit Committee Meetings were convened and held. Details of die composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion &z Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company's Auditors will retire at die conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment for the ensuing year.

SECRETARIAL AUDITOR

The Company appointed Mr. Dmesh Agarwal, Practicing Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No. 6315 FCS ; Certificate of Practice No. 5881 } as the Secretarial Auditor of the Company for FY 2014-15 to conduct die Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in Rule 8(3} of Companies (Accounts) Rules, 2014.

(B) Foreign Exchange Earnings & Outgo

During the yea under review, the Company did not have any Foreign Exchange Earnings or Outgo.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with Bbce provisions of die Act and Clause 49 of the Listing Agreement. It establishes various levels of risks with its varying levels of probability, the likely impact on die business and its mitigation measures.

The Internal Audit facilitates the execution of Risk Management Practices in die Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as to the Board of Directors about risk assessment and management procedures and its status from time to time.

INTERN AT. CONTROL SYSTEM

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments ate safeguarded against loss from un audit roused auk or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and arc meant to ensure that all transactions arc authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditor submits his Report periodically which is placed before and reviewed by the Audit Committee

WHISTLE BLOWER POLICY MECHANISM

The Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of die Companies Act, 2013 and revised Clause 49 of the Listing Agreement, in order to encourage Directors and Employees of the Company to escalate to the level of die Audit Committee any issue of concerns impacting and Compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for wised blowing in good faith. The said Policy is available on the Company's website www.authumcom.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

'the Company is exempted from the applicability of die provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 Since the Company is an NBFC whose principal business is acquisition of securities. During the year the Company has not provided any guarantee.

PFRFORMANCE EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the listing Agreement, the Board has carried out ail annual evaluation of its own performance, performance of the Directors individually as -well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for die Performance Evaluation process for the Board, its Committees and individual Directors, including the Chairman of the Company,

For evaluating die Board as a whole, views were sought from the Directors on various aspects of the Board's functioning such as degree of fulfillment of key responsibilities, Board structure and composition, establishment, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.

Simi lady, views from die Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to me management outside Board/Committee Meetings.

In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and die Management, The performance evaluation of the Independent Directors was carried out by die entire Board. The performance evaluation of the Chairman and die Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Chairman of die Board provided feedback to the Directors, as appropriate. Significant highlights, learning widi respect to the evaluation, were discussed at the Board Meeting,

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Clause 49(II)(B)(7) of die Listing Agreement, the Company is required to conduct the Familiarization Programmed for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities fife the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

Significant Statutory updates are circulated on a quarterly basis through which Directors are made aware of the significant news developments and highlights' from various regulatory authorities viz. Reserve Bank of India (RBI), Scariness and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

Inez Company Secretary regularly apprises the Directors about their roles, tights and responsibilities in die Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules there under. The details of such familiarization programmed is disclosed on the company's web situ; at www .autlmm.com.

KXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the financial year ended on March 31, 2015 in Form No. MGT-9 as requited under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an annexure to the Directors* Report and forms part of this Annual Report.

PAttTTriTT.ARS OF CONTRACTS / ARRANGEMENTS WITW RELATED PARTIES

All the related party transactions of the Company are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement There are some materially significant transactions made by the Company with entities of relative of Director. Members may refer to the notice & explanatory statement of notice for details of related party transactions. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis.

In terms of Clause 49 (VII) of the Listing Agreement the Company obtained prior approval of the Audit Committee for entering into any transaction with related parties. The Audit Committee reviews all regard party transactions on a quarterly basis. A Related Party Policy has been devised by the Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on the Company's website www.auihum.com. There arc no transactions to be reported in Form AOC-2.

The derails of the transactions with Related Parties are provided in the accompanying financial statements in Notes to Accounts.

AUDIT COMMITTEE

The Audit Committee presently comprises of Mr. Aditya Parakh, and Mr. Suresh Pukhraj Jain, Independent Directors, Mr. Tapan Sodani, Chief Financial Officer & Member and Mr. Navin Kumar Jain, Managing Director. Mr, Aditya Parakh is the Chairman of the Audit Committee, 'the Company Secretary of the Company acts as me Secretary to the Audit Committee, The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of dais Report.

Four meetings of the Audit Committee were held during the year 2014-15 on May 20, 2014, August 12, 2014, November 12, 2014, and February 13,2015

AUDIT QUALIFICATIONS

There are no qualifications, reservations or adverse remarks or disclaimers made by Songhai & Co Chartered Accountants, Statutory Auditors, in their report on die Company's financial statements for the year ended on March 31, 2015. Further, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during die year under review.

FIXED DEPOSITS:

The Company has not accepted any public deposits during the financial year 2014-2015.

OBSERVATTON OF SECRETARIAL AUDITOR

According to observation by secretarial auditor, we would like to state that during the stipulated time period we have not find the suitable candidate for the post of woman Director in the Company and afterward we have appointed M$. Barkha AgarwaL. sW Additional Women Director in the Company whh effect from June 22, 2015.

PART!PITT ARS OF EMPLOYEES;

As none of employees are covered under section 197, the information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE BFGITT ATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE mM PAWVS OPERATIONS IN FUTURE

There arc no such orders passed by the regulators / courts / tribunals impacting the going concern status and the Company's opera dons in future.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance, in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, is set out separately for the information of the shareholders.

ACKNOWLEDGEMENTS:

The Director wish to place on record their appreciate non for the whole hearted and sincere cooperation the company has received from its bankers, employees and various government agencies.

For and on behelp of the Board of Directors



(Navin Kumar Jain) (Adilya Parakh)

Place: Kolkata DIN No.:004658BS DIN NO.:00459679

Date: 29th May 2015


Mar 31, 2014

The Members,

The directors have pleasure in presenting the 32,nd Annual Report together with rhe Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013 (Rs) (Rs)

Operational & other income 54,929,915.00 19,056,747.13

Profit/ Loss Before Depreciation & Tax 630,073.00 3,298,606.89

Less: Depreciation 7,675.00 12,791.00

Provision for taxation 151,977.00 12,35,000.00

MAT Credit Entitlement earlier vear - -

Deferred Tax '' (555.00) 2901.00

Taxes for earlier years'' - 87,775,50

Pro fit/Loss after Depreciation &Tax 470,976.00 1,960,139.39

Balance brought forward for previous year 208,555,217.00 289,330,606.10

Appropriations

Amount transferred to NBFC Reserves 94,195.00 392,028.00

Bonus shares issued - 82,343,500.00

Balance Carried to Balance Sheet 208,931,998.00 208,555,217,49

OPERATIONS:

Net profit for the year under consideration is Rs.470, 976.00 as against Rs.,1,960,139.00 in the previous year. Company looks forward for better business opportunities for improvement in its operations.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for die year ended 31st March, 2014,

The Company has transferred amount of Rs. 94,195/- (Ninety Four Thousand One Hundred and Ninety Five Only) to Statutory Reserve Fund Created in terms of Section 45-IC of the RBI AcL, 1934 during the year under review. However, the remaining part after setting aside statutory reserve fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the. listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS:

During the financial year under review, Mr. Suresh Pukhraj Jain was appointed as directors by the Shareholders at die 3G111 September, 2013, Annual General Meeting of die Company

SHIFTING OF REGISTERED ADDRESS

During the year Company has shifted it''s registered office address from Merlin Chambers, 18, British India Street, to 7, Mangoe Lane, 2m1 Floor, Room No. 212, Kolkata- 700001 with effect from 2,ul December, 2013 after requisite approval of ROC of West Bengal and other Statutory Authority.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the provisions of Section 217(2AA) of die Companies Act, 1956:

1. I hat in the preparation of the annual accounts, die applicable accounting standards have been followed along with proper explanation reladng to material departures, if anv;

2. That 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 die Company at the end of the financial year and of the loss of the Company for the year under review;

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

4. ''That the Annual Accounts for the year ended 31March, 2014, have been prepared on a going concern basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company

MANAGEMENT DISCUSSION & ANALYSIS;

Management Discussion Sc Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will retire at the conclusion of die ensuing Annual Genera! Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology'' Absorption:

in view of the nature of activities which . are being carried out by die Company, your Directors have nothing to state in connection with Conservation of Energy and technology'' Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earnings & Outgo

During die year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CORPORATE GOVERNBNCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report oil Corporate Governance, declaration of Director and a certificate from a Practicing Chartered Accountant regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of die Listing Agreement is annexed and forms part of this report.

SECRETARIAL COMPLIANCE

Secretarial compliance Certificate as per section 383A of Companies Act, 4956 is placed as apnexure to tins report. No adverse comments have been made in die said report by the Practicing Company Secretary.

AUDITORS'' REPORT:

Observations made in the Auditors'' Report arc self explanatory and therefore, do nor call for any further comments under Section 217(3) of die Companies Act, 1956.

FIXED DEPOSITS:

-The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act. 1956 and die rules made there under as amended.

LISTING ARRANGEMENT

The securities of the Company are listed on The Calcutta Stock Exchange Ltd. (Stock Code No. 011262). The annual listing fees for the year under review have been paid to stock exchange.

ACKNOWLEDGEMENTS:

The Director wish to place on record their appreciation for the whole hearted and sincere cooperation the. company has received from its bankers, employees and various government agencies.

For and on behalf of the Board of Directors (Navin Kumar Jain) (Aditya Parakh) Place: Kolkata DIN No,:00465888 DIN No.:00459679 Date: 20th May 2014


Mar 31, 2013

The Members,

The directors have pleasure in presenting the 31st Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 31.03.2013 31.03.2012 Rs.P. Rs. P.

Operational & other income 19,056,747.13 (6,925,780.55)

Profit/ Loss Before Depredation & Tax 3,298,606.89 (15,345,200.29)

Less: Depreciation 12,791.00 3,022.00

Provision for taxation 12,35,000.00 1,463,685.00

MAT Credit Entitlement earlier year - (48,671,330.00)

Deferred Tax 2901.00 -

Taxes for earlier years 87,775.50 (4.00)

Profit/I.oss after Depreciation &Tax 1,960,139.39 31,859,426.71

Balance brought forward for previous year 289,330,606,10 263, 843,064.39

Appropriations

Amount transferred to NBFC Reserves 392,028.00 6,371,885.00

Bonus shares issued 82,343,500.00 -

Balance Carried to Balance Sheet 208,555,217.49 289,330,606.10

OPERATIONS:

Met profit for the year under consideration is Rs.1,960,139.39 as against Rs. 31,859,426.71 the previous year. Company looks forward for better business opportunities for improvement in its operations.

DIVIDEND & APPROPRMTIONS:

- The Board of Directors has decided not to recommend any dividend for the vear ended 31st March, 2013.

During the year Mr. Navin Jain has been appointed as Managing Director with effect from 1st April 2013 subject to the approval of shareholders.

Mr. Tapan Sudani, Director of the Company redres by rotation at die ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending die above appointment.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to die information and explanations obtained by diem, your Directors make the following statement pursuant to the provisions of Secnon 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates drat 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 die financial year and of the loss of die Company, for the year, under review;

i. I hat 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;

4. That the Annual Accounts for the year ended 31st March, 2013, have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSTS:

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in die Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

CONSERVATION OF ENERGY.

TECHNOLOGY ABSORPTION.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

In view of die nature of activities which are being c:trried out by the Company, your Directors have notiiing to state in connection with Conservation of Energy7 and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did noL have any Foreign Exchange Earnings or Outgo. CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Chartered Accountant regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms part of this report.

AUDITORS'' REPORT:

Observations made in die Auditors'' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and die rules made there under.

PARTICULARS OF EMPLOYEES:

During the year under review, none of die employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 and the rules made there under as amended.

LISTING ARRANGEMENT

The securities of die Company are listed on Calcutta Stock Exchange (Stock Code No. 011262). The annual listing fees for the year under review have been paid to The Stock Exchange, Calcutta.

ACKNOWLEDGEMENTS: ''

The Directors wish to place on record their appreciation for the performance of die employees of the Company during the year.

The Directors also express their gratitude to the bankers, government agencies, business Associates and shareholders for their co-operation and look forward to their continued support in the future.

For and on behalf of the Board of Directors (Navin Kumar Jain) (Aditya Parakh)

Place: Kolkata Date: 27th May 2013


Mar 31, 2012

The Members

The directors have pleasure in presenting the 30th Annual Report together with the Audited Accounts of the Company forthe year ended 31sr March''2012.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 31.03.2012 31.03.2011 Rs.P. Rs. P.

Operational & other income (6, 925,780.55) 26, 502, 380. 97

Profit/ Loss Before Depreciation &Tax (15,345,200.29) 5,480,983.01

Less: Depreciation 3,022,00 -

Provision for taxation 1,463,685 1,100,000

MAT Credit Entitlement earlier year (48,671,330.00) -

Deferred Tax - 203,150

Taxes for earlier (4.00) - years

Profit after Depredation &Tax 31,859,426.71 4,177,833.01

Balance brought forward for previous year 263, 843, 064.39 262, 421,213.38

Appropriations

Amount transferred to NBFC Reserves 6,371,885.00 835,567.00

Proposed Dividend - 1,646,870.00

Tax on Dividend - 2,73,545.00

Balance Carried to Balance Sheet 289,330,606.10 263,843,064.39

OPERATIONS:

Net profit for the year under consideration is Rs.3 i ,859,426.71 as against Rs.4,177,833.01 in the previous year. Company looks forward for better business opportunities for improvement in its operations.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year ended 31st March,2012. Mr. Aditva Parakh, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending the above appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, make the following statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Thar the Directors have selected such accounting policies and applied them consistendy 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 under review;

3. That 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;

4. That the Annual Accounts for the year ended 31st March, 2012, have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Reporr for the vear under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend - their reappointment for the ensuing year.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

In view of the nature of activities which are being carried out by the Company, your Directors have nothing to state in connection with Conservation of Energy and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not .have any Foreign Exchange Earnings or Outgo. CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms parr of this report.

AUDITORS'' REPORT:

Observations made in the Auditors'' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PARTICUT ARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956 and the rules made there under as amended.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, Clients, and all the Business Associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company''s management. The Directors also convey their appreciation to all the employees at all levels for their enormous personal efforts as well as collective contribution.

For and behalf of the Directors,

(Naveen Kumar Jain) (Aditya Parakh)

Place: Kolkata Date : 28.05.2012

 
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