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Directors Report of Axon Ventures Ltd.

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, 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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