Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report along
with the Audited Accounts for the financial year ended March 31, 2015.
FINANCIAL RESULT
(Amount in Lacs)
Particulars Year Ended Year Ended
31/03/2015 31/03/2014
Revenue from Share Trading & Finance 178.24 779.32
Revenue from Textile Business 199.96 -
Total Operational Revenue 378.19 779.32
Other Income 0.65 0.23
Total Revenue Genrated 378.84 779.54
Total Expenditures (Excl. Dep. & Int.) 380.11 779.46
Profit before Dep. & Int. (1.27) 0.08
Depreciation 2.59 0.65
Interest 0.00 0.00
Profit after Depreciation & interest (3.87) (0.57)
Provision for Taxation 0.00 0.00
Provision for Tax (deferred) (0.70) (0.16)
Add: Tax Adjustment for earlier year 0.00 (0.54)
Profit after Tax (3.17) (1.27)
EPS (0.04) (0.02)
FINANCIAL HIGHLIGHTS
The year under review has been very crucial and hard for the Company.
As the Capital Market was not performed well throughout the year, which
ultimately affected the Company's performance as well. As It is clear
from the above figures that the total revenue generated from Finance
Segment is almost 77% down as Compared to previous year. Main reason
for performing capital market so poorly is the liquidity crunch and
high inflation and interest rate. The poor performance of capital
market and numb business environment resulted into Net loss of (3.17)
Lacs against the Net loss of Rs. (1.27) Lacs in the previous year.
During the year under review your company has diversified its business
line into textile business and manages to generate more than 50%
revenue out of total revenue from textile business. It was a strategic
move on the part of the management to diversify in other business line
mainly because Company cannot carry Finance business without holding
Certificate from Bank (RBI). As the RBI is not considering the any
fresh application of existing Companies for granting COR, it was
suggestible for the Company to diversified its business line to bar the
requirement of RBI to qualify as deemed NBFC.
Though it was the first year for the Company in textile business,
Company manages to generate more than 50% revenue out of its total
revenue from sale of fabrics. The management of the Company is highly
optimistic regarding generating revenue from textile segment in future
and taking every steps and making every efforts to turn the Company in
to profitable organization.
DIVIDEND
During the year your company has incurred loss. Hence, No dividend is
been declared by the company.
BOARD OF DIRECTORS
During the year under consideration Mr. Tushar Ram chandra Rane
resigned from the directorship of the company due to his pre-occupation
w.e.f 23/03/2015.The Board is thankful for his contribution.
In accordance with the provisions of the Companies Act, 2013, the board
inducted both Mr. Jatinkumar Agarwal and Ms. Seema Sidhu as an
Additional Director of the company in the category of Independent
Director w.e.f 23/03/2015. The Company has received notice in pursuant
to section 160 of the Companies Act, 2013, proposing appointment of Ms.
Seema Sidhu and Mr. Jatinkumar Agarrwal as Independent Directors.
During the year under review Ms. Prajna Naik, appointed as Company
secretary on 12th February, 2015, had resigned from the post of Company
Secretary W.e.f. 23rd March, 2015 due to her pre-occupations. On 13th
August 2015 Ms. Shruti Shah appointed as a Company Secretary of the
Company on her place. The Board placed on record appreciation for Ms.
Prajna Naik for the contribution made by her during her employment as
Company Secretary.
The Company also appointed Mr. Ashok Lalji Vishwakarma as the Chief
Financial Officer of the company pursuant to section 203 of the
companies act, 2013 w.e.f 21/07/2014
All the Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of the
Act and Clause 49 of the Listing Agreement.
Profiles of the Directors, as required under Clause 49 of the Listing
Agreement, are given in the Notice of the 30th AGM.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Non-executive Directors of the Company, viz. Ms. Seema
Sidhu & Zubin Pardiwala have affirmed that they continue to meet all
the requirements specified under Clause 49(I)(A)(iii) of the listing
agreement in respect of their position as an "Independent Director" of
Axon Finance Limited.
PUBLIC DEPOSIT
Your Company has not accepted any deposits within the meaning of
Section 73 (1) of the Companies Act, 2013.
AUDITORS
* Statutory Auditors
The Company Auditors, M/s. DMKH & Associates, Chartered Accountants,
retire at the conclusion of the forthcoming Annual General Meeting and
are eligible for re-appointment.
Pursuant to the provisions of Section 139 of the Companies Act, 2013
('the Act') read with Rule 6 of the Companies (Audit and Auditors)
Rules, 2014, the Audit Committee and the Board have recommended their
re-appointment as Auditors of the Company from the conclusion of the
forthcoming Annual General Meeting till the conclusion of the next
Annual General Meeting of the Company.
In terms of the first proviso to Section 139 of the Companies Act,
2013, 2013 the appointment of the auditors shall be placed for
ratification at every Annual General Meeting. Accordingly, the
appointment of M/s. DMKH & Associates, Chartered Accountants, as
statutory auditors of the Company, is placed for ratification by the
shareholders. In this regard, the Company has received a certificate
from the auditors to the effect that if they are reappointed, it would
be in accordance with the provisions of Section 141 of the Companies
Act, 2013.
* Internal Auditor
The Company did not appoint any Internal Auditor for the period under
review. The Company proposes to get the Internal Audit done in the
current year and shall make the necessary disclosures in the next
Annual Report.
* Secretarial Auditor
M/s. P. D. Pandya & Associates, Practicing Company Secretaries, was
appointed to conduct the secretarial audit of the Company for the
financial year 2014-15, as required under Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The secretarial audit report for FY 2014-15
forms part of the Annual Report as Annexure II to the Board's report.
AUDITORS REPORT:
Observations made in the Auditors' Report are self-explanatory and
therefore do not call for any further comments under Section 134 (1) of
the Companies Act, 2013.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The policies of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of Section 178 of the Act is appended as Annexure I (a) & (b) to
this Report.
EVALUATION OF BOARD OF DIRECTORS:
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Nomination and Remuneration Committee of the Board
carried out the annual evaluation of the performance of the Board as a
whole, the Directors individually as well as of various Committees of
the Board. The performance evaluation of the Independent Directors was
carried out by the Nomination and Remuneration Committee and noted in
turn by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) of the
Companies Act, 2013, and based on the information provided by
management, your Directors' state that:
1. In the preparation of the annual accounts for the financial year
ended 31st March, 2015 the applicable accounting standards have been
followed.
2. Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the State of affairs of the corporation as at the end of
March 31, 2015 and of the profit of the Company for the year ended on
that date.
3. Proper and sufficient care to the best of their knowledge and
ability for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
4. The Annual Accounts of the Company have been prepared on the
ongoing concern basis.
5. That they have laid down internal financial controls commensurate
with the size of the Company and that such financial controls were
adequate and were operating effectively.
6. Those systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
COMMENTS ON AUDITORS' REPORT:
There are no qualifications, reservations, adverse remarks or
disclaimers made by M/s. M/s. DMKH & Co., Statutory Auditors, in their
Audit Report. However is drawn the attention of the management on
certain matters mentioned in notes to accounts to the financial
statement. In management clarifies on the same as follows.
Your Company is regular in depositing the undisputed statutory dues as
applicable; with the appropriate authorities However Company has
received demand notice of Rs. 4,97,69,272/- from Sales Tax Department
for A.Y. 2006-07. However the contingent liability for the same is not
provided as the management feels that the demand raised is likely to be
either deleted or substantially reduced as the company has filed appeal
in response to the demand raised by the Assessing Officer and matter is
pending before Sales Tax Department.
M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his
Secretarial Audit Report for financial year 2014-15 have drawn the
attention of the management on some the non-compliances, which have
been marked as qualification in his report. In connection with the same
management herewith give the explanation for the same as follows:
As pointed out by our Secretarial Auditors in their report, it was a
matter of fact that Income Tax Authority had conducted income tax
search on M/s. Shree Nath Commercial & Finance Limited (Group Company)
on 9th June, 2015 and 10th June, 2015. During their search they had
confiscated Minutes Books and certain other documents for their
reference due to which the company could not produce physical copy of
the minute's books to the secretarial auditor for their verification.
However, the soft copy of the minutes was produced before the auditor
and the same was verified by them.
The size of the Company is very small as compared to its peer group
companies; the Company has also established Risk Management Policy in
place to mitigate unforeseeable risks and frauds. The management things
that Company has adequate internal control system commensurate with the
size of the Company and the Statutory Auditor also conduct test audit
on quarterly basis and submit the limited review certificate and draws
the attention of the management on concerned matters. However the
Management also ensures to strengthen the Internal Control System of
the Company. The Company has appointed M/s. A.M. Gohel & Co. as the
Internal Auditor for conducting periodic internal audit in compliance
of Section 138 of Companies Act, 2013.
Mr. Girraj Kishor Agarwal, Director of the Company, also the Managing
Director of M/s. Banas Finance Limited, a group companies. As both the
Companies are being operated from the same place, which will allows him
to devote full time to both the companies by sitting at same place,
with the view of the same Mr. Girraj Kishor Agrawal was also appointed
as CFO of the Company. However the same contravenes the provision of
section 203 of Companies Act, 2013 that one person cannot held position
of KMP in more than one Company. To ensure the Compliance with said
section Company has suggested to Mr. Girraj Kishor Agarwal to take
resignation from the post of CFO of the Company and confirmed with Mr.
Girraj Kishor Agarwal.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The reports on Corporate Governance and Management Discussion and
Analysis for the year under review, as stipulated under Clause 49 of
the Listing Agreement form part of the Annual Report. The certificate
from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is annexed to the Corporate
Governance Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC - 2 are
appended as Annexure III.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and Section 134(3) of
the Act read with Rule 12 of Companies (Management and Administration)
Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is
given in the Report as Annexure IV.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing the disclosures
pertaining to remuneration and other details as required under the Act
and the above Rules are provided in the Annual Report. The disclosures
as specified under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, have been appended
to this Report as Annexure V.
BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on the
company's policies and strategy apart from other Board matters. During
the Financial year 2014-2015 11 times board meetings were held on
30/04/2014, 29/05/2014, 21/07/2014, 14/08/2014, 27/08/2014,
22/09/2014,12/11/2014, 07/02/2015, 12/02/2015,16/03/2015, 23/03/2015,
the gap between two meetings did not exceed 120 days.
BOARD COMMITTEES:
Your Company has three Committees of Board, viz,
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition, terms of
reference and meetings held during the year are provided in 'Report on
Corporate Governance' forming part of the Annual Report.
POSTAL BALLOT:
No postal ballot was held during the year 2014-2015.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in
place commensurate with the size of the Company. However Company is
trying to strengthen the same. The details of the risks faced by the
Company and the mitigation thereof are discussed in detail in the
Management Discussion and Analysis report that forms part of the Annual
Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation of energy and
Technology absorption are not applicable.
FOREIGN EXCHANGE:
There is no inflow and outflow of Foreign Exchange.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year
2015-2016.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the
Management, the concerns about behavior of employees that raise
concerns including fraud by using the mechanism provided in the Whistle
Blower Policy. The details of the said Policy are included in the
Report on Corporate Governance which forms part of the Annual Report.
During the financial year 2014-15, no cases under this mechanism were
reported in the Company and any of its subsidiaries/ associates.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE:
The company has framed policy in accordance with The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
During the financial year 2014-15, no cases in the nature of sexual
harassment were reported at any workplace of the company.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29, 2011 respectively), has undertaken
'Green initiative in corporate Governance' and allowed companies to
share documents with its shareholders through an electronic mode.
Members are requested to support their green initiative by
registering/updating their email addresses, in respect of shares held
in dematerialized form with their respective depository participants
and in respect of shares held in physical form with Companies RTA.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Further, a separate Management Discussion and Analysis Report covering
a wide range of issues relating to Industry Trends, Company
Performance, SWOT analysis, Corporate Process, Business Outlook among
others is annexed to this Report.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification
as required under Clause 49 of the Listing Agreements and Chief
Executive Officer declaration about the Code of Conduct is Annexed to
this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
During the year under report, there were no significant material orders
passed by the Regulators/ Courts/ Tribunals impacting the going concern
status and Company's operations in future.
ACKNOWLEDGEMENT:
The Board of Directors wishes to express sincere thanks to Bankers,
Shareholders, clients, Financial Institutions, customers, suppliers and
employees of Companies for extending support during the year.
For and On behalf of the Board
Sd/- Sd/-
Girraj Kishor Agrawal Zubin Pardiwala
(Managing Director) (Director)
Date: 13 /08/2015
Place: Mumbai
Mar 31, 2014
To The Membersof Axon Finance Limited
The Directors have pleasue in presenting the 29h Annual Report with
Audited accounts for the yeariaded 31st March, 2014. The Summarised
financial results of the company are given hereunder:
Financial Results (Amount in Lacs)
Particulars Year Ended Year Ended
31/03/2014 31/03/2013
Total Income 779.54 337.29
Total Expenditures (Exl Dep. & Int. 779.46 333.85
Profit before Dep. & Int 0.08 4.09
Depreciation 0.65 0.65
Interest 0.00 0.00
Profit after Depreciation & interesl (0.57) 3.44
Provision for Taxatior (0.54) 1.14
Provision for Tax (deferred) (0.16) (0.05)
Profit after Tax (1.27) 2.35
Add: Tax Adjustment for earlier yea 0.00 0.00
Net Profit (1.27) 2.35
Financial Performance
During the yearunder consideration your Company''s total income
including other income is Rs79.54 Lacs as compared to Rs337.29 Lacs
inthe previous year and thereby registering an increase cSIf31.11 % as
compared to the previous year. The Net Lossafter tax is Rs.1.27 Lacs
against theprofit of Rs.2.35 Lacs in the previous year, thus
registeringlecer3ease of 154.04°/as compared to theprevious year.
Dividend:
The Directors have decided to plough back the profits.
Directors:
During the year under review Mrs. Tanu Girraj Kishor Agarwal has
resigneddirn the Board with effect from 2301/2014 due to their pre-
occupation. Board apprecites the valuable contribution to the Company
during the tenor of their directorship
In compliance of Section 203 (1) of the Companies Act, 2013 Mtehok
Lalji Vishwakarmaelevated to the position of Chief Financial Officer of
the Company (CFO) under KMStegory w.e.f 21.07.2014.
Declaration of Independence bpirectors:
The Independent Nonexecutive Directors of the Company, viz. Mr. Tushar
Ramchandra Rane and Mr. Zubin Jasi Pardiwala hav affirmed that they
continue to meet all the requirements speifiied under Clause
49(l)(A)(iii) of the listing agreement in respect of their position as
an Independent DirectorTof Axon Finance Limited
Deposits:
Your Company has not accepted any Deposits and as such no amount on
account of principal or inteoesfublic Deposits within the meaning of
Section 73 of The Companies Act, 2013 read with Companies (Acceptance
of Dfe^oSules, 1975, was outstanding as on the date of the Balance
Sheet.
Auditors:
M/s. DMKH & Co., Chartered Accountants having Registrati6k>. 116886VV
hasbeen the Auditors of the Company sinc§6* September,
2008andhascompleted a term offive years. As per the provisions of
section 139 of the Act, no listed Company can appoint or re-appoint an
audit firm as auditor for more than two terns of five consecutive
years. In view of the above, M/s. DMKH & Cq.being eligible for
reappointment and based on the recommendation of the Audit Committee,
the Board of Directors has, at its meeting held or28th August, 2014,
proposed the appointment oM/s. DMKH & Cq.as the Statutory Auditors of
the Companyto hold office from the conclusion of this Annual General
Meeting until the conclusion of the nextirAial General Meeting of the
Company on such remuneration as shall be fixed by the Board of Dices of
the Company
Auditors Report:
Observations made in the Auditors! Report are setfexplanatory and
therefore do not call for any further comments under Section 134 (1) of
the Companies Act, 2013.
Application to RBI:
Since your Company is engaged the business of Share Trading, Investment
and granting of Loan & Advances, which was classified as a NBFC
Activities by RBI and such Companies need to get registered with RBI
and tbvlatild COR to carry oniash activities. With the view to comply
with the provision of RBI Act, 1934, your Company has made an
application to RBI to obtain Certificate of Registration in the month
olvlarch, 2014,Now the application is under consideration with RBI.
DirectorslResponsibilitv Statement:
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors! ResponsirJjti Statement, it is
hereby confirmed:
(a) That in the preparation of the accounts for the financial year
ended 31st March 2014 the applicablecounting standads have been
followed, along with proper explanation relating to all material
departures.
(b) That they have, in the selection of the accounting policies,
consulted the statutory auditors andvbaapplied them consistently and
made judgments and estimates till 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 financial year and of the profit of the Company fcarttjjeriod.
(c) They have taken proper and sufficient care to the best of their
knowledgand ability for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 1956 for
safeguarding ttssets of the Company and for preventing and detecting
fraud and other irregularities.
(d) That the Directors ha/e prepared the accounts for the financial
year ended Search, 2014 on a going concern basis.
(e) The directors had devised proper systems to ensure compliance with
the provisions of all applicatttovs and that such systems were adquate
and operating effdively.
Postal Ballot
During the year company has carried out Postal Ballot u/s 192A of the
Companies Act, 1956 for chaggts Main Object from technologybusiness to
Share Trading and Finance busines^pmmencement of new businesand chang;
of its name from W/s. Axon Infotech Limited! to Mis. Axon Finance
Limitedito reflect its main business activity in its name. The Members
of the Company had approved thsame by casting their vote througrpostal
ballot and company declared the result of pjtal ballot in its duly
conveyed board meeting held oifi)6/03/2014 .
Change in Main Object:
Your company has altered its main object from technolgigbusiness to
Finance businesse. share trading and financing, in which the company
has good competitive egfe and wide experience in comparison with its
peer group companies in that field.
Since the company has resumed to finance and share trading activities,
the management of the comrJraQ''been of the view that its main object
also should be get altered aocdingly and decided to carry out postal
ballot to seek members!approval for the same.
Change in Name:
As the members of the company are already aware, that during the year
under consideration your compiias changed its main object from
Technology bushess to Finance and share trading activities. So keeping
legal point in mind and to give a wider meaning and better
understanding of the Companys Business to the stakeholders, the
management af ttompany was of a view that it shall be beneficial and
adisable for company to have the name of the company in consolation
with its main object and decided to change name of the company
frorA>«bn Infotech Limited to eAxon Finance Limitedfor which company
has carried out postal ballot.
Shifting of Registers! Office
During the year Company has shifted its registered office within the
local limit of same city frorn(1B9, Crystal Plaza, NewJnk Road, Opp.
Infinity Mall, Andheri (West), Mumbaii 400053 to Shop No. 26, Meera Co
operative Hsg Soc, Near Oshiw&ifce Station, New Link Road, Andheri
(West), Mumbat00053, to enable the companys staff to work more
efficiently and comfortably by providing them with sufficient working
place and condition.
Statutory Disclosures:
As required under the provisions d section 217(2A) of the Companies
Act, 1956, read with the companies (Particulars of Employees) Rules,
1975, as amended, particulars of employees are set out in the annexure
to thecBSrei Report. As per the provisions of Section 219(1)(b)(iv) of
the said Act, this report is being sent to all the members excluding
the particulars of the employees.
Directors! Responsibility Statement as required by section 217(2AA) of
the Companies Act, 1956 appsan preceding paragraph.
Certificate from auditors ofthe Company regarding compliance of
conditions of corporate governance is annexed to this report.
A Cash Flow Statement for F.Y 2042014 is attached to the Balance Sheet.
Conservation of Energy and Technology Absorption:
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation of energy and
Technology absorption are not applicable.
Foreign Exchange:
There is no inflow and outflow of Foreign Exchange
Particulars of Employee:
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (partilars of employees) Rules 1975,
forms part of this report Not applicable.
Listing of Shares:
Equity shares of your Company are listed on Bombay Stockdfiange only
and the Company has paid the necessary Listing fees for the year 2014n
2015.
Corporate Governance Compliance:
As required under the listing agreement with the stock exchange,
corporate governance and managemeWteussion and analysis report form
part of this Annual Report.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
Certification:
The Chief Executive Officer and Chief Financial Officer Certification
as required under Clause 49iefListing Agreements ad Chief Execirt/e
Officer declaration about the Code of Conduct is Annexed to this
Report.
Green Initiative in Corporate Governance:
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29 2011 respectively), has undertaken
Sreen initiative in corporate Governanceiand allowed companies to share
documents with its sharelders through an electronic mode.
Members are requested to support their green initiative by
registering/updating their email addresses in respect of slares held in
dematerialized form with their respective depository participants and
in respect of shares heldni physical form with Companies RTA.
Companies Act. 2013:
The Companies Act, 2013 was notified in the Official gazette of the
Government of IndraAugust, 29, 2013. On September 12, 2013 Ministry of
Corporate Affairs (MCA) notified 98 sections and on March 27, 2014 the
MCA notifi art other 198 sections which were deemed to come into force
on 1st April, 2014
The MCA wide circular No. 08/2014 datedpril 4, 2014 clarified that the
financial statements and the documents required to be attached,
thereto, the auditors! and directors! report in respect of the
financial year under referece shall continue to be governed by the
relevant provisions of theCompanies Act, 1956, schedules and rules made
there under.
The Company has accordingly prepared the balance sheet, profit & Loss
a/c, the schedules and nttasto and the Directors report in accordance
with the relevant provisions of the Companies Act 956, schedules and
rules made there under.
The Company has to take cognizance of the new legislation and shall
comply with the provisions erf (Companies Act, 2013 as applicable
Acknowledgement:
The Board of Directors wishes to express sincere thasko Bankers,
Shareholders, clients, Financial Institutions, customers, sup pliers
and employees of Companies for extending support during the year
FOR & ON BEHALF OF THE BOARD
Place: Mumbai Sd/- Sd/-
Date:28/08/2014 Girraj Kishor Agrawal Tushar Ramchandra Rane
(Managing Director) (Director)
Mar 31, 2013
The Members
The Directors are pleased to present the 28th Annual Report together
with the Audited Accounts for the financial year ended 31st March, 2013
Financial results (Amount in Lacs)
Particulars Year Ended 31/03/2013 Year Ended 31/03/2012
Total Income 337.29 1040.19
Total Expenditures
(Excl. Pep. & Int.) 333.85 1035.46
Profit before Dep.
& Int. 4.09 3.73
Depreciation 0.65 2.74
Interest 0.00 0.00
Profit after
Depreciation &
interest 3.44 0.99
Provision for Taxation 1.14 1.08
Provision for Tax (deferred) (0.05) (0.64)
Profit after Tax 2.35 0.56
Add: Tax Adjustment for
earlier year 0.00 0.00
Net Profit 2.35 0.56
Add: Profit B/fd from
earlier year 0.56 (8.07)
Amount available for
Appropriation 2.91 (7.51)
Balance carried to
Balance Sheet 2.91 (7.51)
FINANCIAL HIGHLIGHTS
Revenues:
- Income has decreased by 67.57% to Rs. 337.29 Lacs from Rs.1040.19
Lacs in the previous year.
Expenditure:
- The total expenditure decreased by 67.76% to Rs. 333.85 from Rs.
1035.46 Lacs in the previous year due to increase in operations.
- Payroll cost was decreased by 1.64% Rs. 18.61 Lacs from Rs. 18.92
Lacs over previous year.
Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA):
EBIDTA registered a rise of 9.65% Rs. 4.09 Lacs in 2012-13 from Rs.
3.73 Lacs in the previous year.
Profit before Tax:
The PBT grew by 247.47% to Rs. 3.44 Lacs from Rs. 0.99 Lac in the
previous year.
Profit after Tax:
The PAT increased by 319.64% to Rs. 2.35 Lacs from Rs. 0.56 Lac in the
previous year.
DIVIDEND
Your Directors are not declaring any dividend during the year under
consideration.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Tushar Rane retire by
rotation at the ensuing Annual General Meeting, and being eligible
offers herself for reappointment.
There is no change in composition of Board during the year under
consideration.
DEPOSITS
Your company has not accepted any deposits within the meaning of
Section 58 A of The Companies Act, 1956.
PARTICULARS OF EMPLOYEE
During the year under review, no employee of the Company was in receipt
of remuneration exceeding the sum prescribed under section 217(2A) of
the Companies Act 1956, read with the Companies (particulars of
employees) Rules 1975. Thus furnishing of particulars under the
Companies ((particulars of employees) Rules 1975 are not applicable.
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 accounts for the financial year
ended 31st March 2013 the applicable accounting standards have been
followed, along with proper explanation relating to all material
departures.
(b) That they have, in the selection of the accounting policies,
consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.
(c) They have taken proper and sufficient care to the best of their
knowledge and ability 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 the Directors have prepared the accounts for the financial
year ended 31st March, 2013 on a going concern basis.
AUDITORS
M/s. DMKH & CO., Chartered Accountants statutory auditors of the
Company retire at the forthcoming Annual General Meeting and, being
eligible, offer themselves for re-appointment. The Company has received
a certificates from them under Section 224(1-B) & 226(3) of the
Companies Act, 1956.
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.
LISTING OF SHARES
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year
2013-2014.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The statement pursuant to section 217(1) (e) of the Companies Act, 1956
read with Companies (Disclosure of particulars in the report of the
Board of Directors) Rules, 1988 is given below:
Conservation of Energy :Not Applicable, as not a manufacturing Company.
Technology Absorption :Not Applicable, Involved in Investment in
Shares/ Giving Inter Corporate Deposits.
PERSONNEL
The Directors express their appreciation for the support given and
contribution made by the employees at all levels to the successful
operations of the company during the year.
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of the Employees) Rules, 1975, is NIL as
none of the employees is in receipt of remuneration in excess of limits
specified in the rules.
APPRECIATION
The Board records its grateful appreciation for the sincere cooperation
and valuable guidance from Banks, Central and State Government
Authorities and Customers in conduct of its business.
CORPORATE GOVERNANCE COMPLIANCE
As required under the Listing Agreement with the stock exchange,
Corporate Governance and Management Discussion and Analysis report form
part of this Annual Report.
GREEN INITIATIVE IN CORPORATE GOVERNANCE
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29,2011 respectively), has undertaken
''Green initiative in corporate Governance'' and allowed companies to
share documents with its shareholders through an electronic mode.
Members are requested to support their green initiative by registering/
updating their email addresses, in respect of shares held in
dematerialised form with their respective depository participants and
in respect of shares held in physical form with Company Registrar &
Share Transfer Agent.
ACKNOWLEDGEMENTS
The Board of Directors wishes to express sincere thanks to Bankers,
shareholders, clients, Financial Institutions, customers, suppliers and
employees of Companies for extending support during the year.
FOR & ON BEHALF OF THE BOARD
Place: Mumbai Sd/- Sd/-
Date: 27/08/2013 Girraj Kishor Agrawal Tanu Agarwal
(Managing Director) (Director)
Mar 31, 2011
The Members
The Directors are pleased to present the 26th Annual Report together
with the Audited Accounts for the financial year ended 31st March, 2011
Financial Results (Amount in lacs)
Particulars Year ended 31/03/2011 Year ended 31/03/2010
Income 1538.98 2021.03
Profit before Dep. & Int. 6.54 2.23
Depreciation 5.77 5.77
Interest 0.00 0.00
Profit after Depreciation & interest 0.77 ( 3.53)
Provision for Taxation 1.76 0.89
Provision for Tax (deferred) (1.55) (0.60)
Profit after Tax 0.56 (3.82)
Add: Tax Adjustment for earlier year 0.00 0.11
Net Profit 0.56 (3.93)
Add : Profit B/fd from earlier year (8.63) (4.70)
Amount available for Appropriation (8.07) (8.63)
Balance carried to Balance Sheet (8.07) (8.63)
FINANCIAL HIGHLIGHTS
During the year, Company's total income is Rs 1538.98 Lacs as compared
to Rs 2021.03 lacs in the previous year and thereby registering a
decrease of 23.85% as compared to the previous year.
DIVIDEND
Your Directors are not declaring any Dividend during the year under
consideration .
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Shri Zubin Pardiwala retire by
rotation at the ensuing Annual General Meeting, and being eligible
offers himself for reappointment.
During the year, Shri Pradeep Dhanuka has resigned as the director from
the Board of the Company with effect from 16/07/2011. During his tenure
as Director, he has greatly contributed to the performance of the
Company by his vast knowledge and experience.
DEPOSITS
Your company has not accepted any deposits within the meaning of
Section 58 A of The Companies Act, 1956.
FOREIGN EXCHANGE EARNINGS / OUTGO
During the year under review there has been no Foreign exchange Inflow
& Outflow.
PARTICULARS OF EMPLOYEE
During the year under review, no employee of the Company was in receipt
of remuneration exceeding the sum prescribed under section 217(2A) of
the Companies Act 1956, read with the Companies (particulars of
employees) Rules 1975. Thus furnishing of particulars under the
Companies (particulars of employees) Rules 1975 are not applicable.
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:
(i) That in the preparation of the accounts for the financial year
ended 31st March 2011 the applicable accounting standards have been
followed, along with proper explanation relating to all material
departures.
(ii) That they have, in the selection of the accounting policies,
consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.
(iii) They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2011 on a going concern basis.
AUDITORS
M/s. DMKH & CO., Chartered Accountants statutory auditors of the
Company retire at the forthcoming Annual General Meting and, being
eligible, offer themselves for re-appointment. The Company has received
a certificates from them under Section 224(1-B) & 226(3) of the
Companies Act, 1956.
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.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation of energy and
technology absorption are not applicable.
LISTING OF SHARES
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year 2010 Ã
2011
CORPORATE GOVERNANCE COMPLIANCE
As required under the listing agreement with the stock exchange,
corporate governance and management discussion and analysis report form
part of this Annual Report.
POSTAL BALLOT
Postal ballot was conducted by the company for the approval of
insertion of new clauses in Object Clause of Memorandum of Association.
GREEN INITIATIVE IN CORPORATE GOVERNANCE'
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29,2011 respectively), has undertaken
'Green initiative in corporate Governance' and allowed companies to
share documents with its shareholders through an electronic mode.
Members are requested to support their green initiative by
registering/updating their email addresses, in respect of shares held
in dematerialised form with their respective depository participants
and in respect of shares held in physical form with TSRDL.
ACKNOWLEDGEMENTS
The Board of Directors wishes to express sincere thanks to Bankers,
shareholders, clients, Financial Institutions, customers, suppliers and
employees of Companies for extending support during the year.
FOR & ON BEHALF OF THE BOARD
Sd/-
Girraj Kishore Agarwal
Director
Place: Mumbai
Date : 16/07/2011
Mar 31, 2010
The Directors are pleased to present the 25th Annual Report together
with the Audited Accounts for the financial year ended 31st March,
2010.
Financial Results
2009-2010 2008-2009
Particulars Year Ended Year Ended
31/03/2010 31/03/2009
(Rs.in lacs) (Rs.in lacs)
Income 2021.03 681.92
Profit before Dep. & Int. 2.24 6.13
Depreciation 5.77 5.77
Interest 0.00 0.009
Profit after Depreciation & interest (3.53) 0.35
Provision for Taxation 0.89 0.00
Provision for Tax (deferred) (0.60) 0.82
Fringe Benefit Tax 0.00 0.08
Profit after Tax (3.82) (0.55)
Add: Tax Adjustment for earlier year 0.11 0.00
Net Profit (3.93) (0.55)
Add : Profit B/fd from earlier year (4.70) (4.15)
Amount available for Appropriation (8.63) (4.70)
Balance carried to Balance Sheet (8.63) (4.70)
FINANCIAL HIGHLIGHTS
During the year CompanyÃs income is Rs 2021.03 Lacs as compared to Rs
681.92 lacs in the previous year and thereby registering an increase of
2.96 % as compared to the previous year.
PREFERENTIAL ALLOTMENT
During the year Company has issued 50,00,000 equity shares at Rs
20/-per share (including a premium of Rs 10/- per share) on
preferential basis to promoters and non promoters.
DIVIDEND
Your Directors are not declaring any dividend during the year under
consideration.
FOREIGN EXCHANGE EARNINGS / OUTGO
During the year under review there has been no Foreign exchange Inflow
& Outflow.
DEPOSITS
Your company has not accepted any deposits within the meaning of
Section 58 A of The Companies Act, 1956.
PARTICULARS OF EMPLOYEE
During the year under review, no employee of the Company was in receipt
of remuneration exceeding the sum prescribed under section 217(2A) of
the Companies Act 1956, read with the Companies (particulars of
employees) Rules 1975. Thus furnishing of particulars under the
Companies ((particulars of employees) Rules 1975 are not applicable.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Dhirendra Shukla and Ramkrishna
have resigned Sri Pradeep Dhanuka retire by rotation at the ensuing Annual
General Meeting, and being eleigible offers himself for reappointment.
Shri G K Agarwal, Smt Tanu Agarwal and Shri Zubin Pardiwala are appointed
as additional Directors of the Company
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directorsà Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March 2010 the applicable accounting standards have been
followed, along with proper explanation relating to all material
departures.
(ii) That they have, in the selection of the accounting policies,
consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.
(iii) They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2010 on a going concern basis.
AUDITORS
M/s. DMKH & CO., Chartered Accountants statutory auditors of the
Company retire at the forthcoming Annual General Meting and, being
eligible, offer themselves for re-appointment. The Company has received
a certificates from them under Section 224(1-B) & 226(3) of the
Companies Act, 1956.
AUDITORS REPORT
Observations made in the Auditorsà Report are self-explanatory and
therefore do not call for any further comments under Section 217(3) of
the Companies Act, 1956.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation of energy and
technology absorption are not applicable.
LISTING OF SHARES
Equity shares of your Company are listed on Mumbai Stock Exchange only
and the Company has paid the necessary Listing fees for the year 2009 -
2010
ACKNOWLEDGEMENTS
The Board of Directors wishes to express sincere thanks to Bankers,
shareholders, clients, Financial Institutions, customers, suppliers and
employees of Companies for extending support during the year.
BY ORDER OF THE BOARD OF DIRECTORS
Girraj Kishor Agrawal Tanu Agrawal
Place : Mumbai Director Director
Date : 23rd July, 2010.
Mar 31, 2003
The Directors have pleasure in presenting the Annual Report together
with Audited Statement of Accounts for the year ended 31st March, 2003
1. FINANCIAL RESULTS :
Particulars For the year
ended
March 31,2003 For the year
ended March
31,2002
Net Profit 244,915 (1,78,693)
Add : Balance brought
forward from previous
year (70,803) 1,07,890
Balance carried forward
to the Balance Sheet 1,74,112 (70,803)
2. DIVIDEND:
Due to absence of adequate profits during the year, the Directors do
not propose any dividend for the year.
3. DIRECTORS:
Mr. Kunal P. Parekh Director of the Company retires by rotation at the
forthcoming Annual General Meeting under the provisions of Articles of
Association of the Company and being eligible, offers himself for
re-appointment.
4. AUDITORS :
M/s. Jajodia & Company, Chartered Accountants who are the Auditors of
the Company hold the Office till the conclusion of ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
The Company has received consent from the Auditors pursuant to Section
224 of the Companies Act, 1956.
5. FIXED DEPOSITS :
During the year under review, your company, has not accepted or renewed
any deposits from the public Pursuant to Section 58A of the Companies
Act. 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.
6. PARTICULARS OF EMPLOYEES
The Provision of Section 217(2A) of the Companies Act, 1956 read with
the Companies (particulars of employees) Rules 1975 are not applicable
to your Company since none of the employees employed on a remuneration
of Rs. 25,000/- per month or Rs. 3,00,000/- per annum
7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
ENERGY CONSERVATION & TECHNOLOGY ABSORPTION :
Since the company is not a manufacturing unit the provisions of Section
217(1)(e) of the Companies Act, 1956 read with the relevant rules are
not applicable to the company.
FOREIGN EXCHANGE EARNINGS & OUTGO ;
During the year the company did not have any foreign exchange earnings
or outgo.
8. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, the
Directors confirm that:
i. in preparation of the accounts for the year, the applicable
Accounting Standards have
been followed along with proper explanation relating to material
departures;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period.
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records, in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. the Directors have prepared the accounts for the financial year on
a going concern basis.
9. ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the assistance and co- operation received from the banks, government
authorities and shareholders during the year under review. Your
Directors wish to place on record their deep sense of appreciation to
all the employees for their commendable teamwork, exemplary
professionalism and enthusiastic contribution during the year.
For and on Behalf of the Board
CHAIRMAN
Mumbai, 11th August, 2003
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