Mar 31, 2015
The directors have pleasure in presenting the 32nd Annual Report along
with the Audited Accounts for the financial year ended March 31, 2015.
FINANCIAL RESULTS:
Summary of the Company's financial performance for F.Y. 2014-2015 as
compared to the previous financial year is given below:
(Figures in Lacs)
Particulars F.Y. F.Y.
2014 - 2015 2013 - 2014
Income 745.60 562.67
Profit before Dep. & Int. 39.52 30.67
Depreciation 2.11 3.00
Interest 76.68 21.91
Profit after Depreciation & Interest (39.27) 5.76
Provision for Taxation 0.00 0.00
Provison for Tax (deferred) 0.32 2.48
Provision for Taxation for earlier year (150.00) 0.00
Profit/ Loss after Tax (191.04) 3.28
Balance carried to Balance Sheet (191.04) 3.28
HIGHLIGHTS:
The company is mainly engaged into Investment and Finance activities.
Over the reporting period, the total income of the company has
increased to Rs. 745.60 Lacs from Rs. 562.67 Lacs as compared to
previous financial year. The growth performance for financial year
2014-15 was affected by global economic and financial challenges all
around the world including India. Henceforth every sector and company's
performance and profitability suffered. The capital spending was at
lower side. The company has incurred net loss of Rs. 191.10 during the
year as compared to 3.28 net profit in previous year. The main
attributes for incurring such huge loss mainly due to Tax Demand raised
by the Income tax Authority of Rs.1.5 Crores for the previous and high
administrative and business running expenses.
The management of the Company hereby very optimistic regarding
performance of the Company in furture and taking every steps and making
every efferts to turn the Company in to profitable organization
DIVIDEND:
During the year, company incurred losses; your ectors have not
recommended any dividend on Equity Shares for the year under review.
BDARD DF ECTORS:
The Composition of the Board during the year as per the provisions of
Clause 49(IIA) read with the Companies Act, 2013. During the period
under review, Mr. Tushar Ramchandra Rane, Mrs. Madhu Rajkumar Goel and
Mr. Dauji Chaturvedi had resigned from the Board with effect from 24th
March 2015 and 28th May 2015 respectively due to their preoccupations
somewhere else. The Board places on record their appreciation and
gratitude for their guidance and contribution during their association
with the Company.
On the recommendation of Nomination and Remuneration Committee, your
Board inducted Ms. Seema Nirmalsingh Sidhu and Mr. Jatinkumar Chintamani
Agarrwal as an Additional ectors of the Company in the category of
Independent ector with effect from 24th March, 2015 in order to comply
with the requirement of Section 149(1) of the Companies Act, 2013. In
terms of Section 161 of the Companies Act, 2013 she will hold office up
to the date of the ensuing Annual General Meeting. The Company has
received a notice in writing along with deposit pursuant to Section 160
of Companies Act, 2013, proposing the appointment of Ms. Seema Sidhu and
Mr. Jatinkumar Agarrwal, ectors of the Company. Your Board has
recommended the appointment of Ms. Seema Sidhu and Mr. Jatinkumar
Agarrwal as Independent ectors of the company for a period of five
consecutive years up to the fifth consecutive Annual General Meeting of
the Company, not liable to retire by rotation.
During the year Pursuant to Section 152 of the Companies Act, 2013 Mr.
Girraj Kishor Agrawal, ector, retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
Your Board has recommended his re-appointment.
Ms. Seema Sidhu and Mr. Ashwin Shah have given declarations that they
continues to meet the criteria of independence as laid down under
Section 149(6) of the Act and Clause 49 of the Listing Agreement.
As required under clause 49 of the listing agreement with the stock
exchanges, the information on the particulars of ectors proposed for
appointment/re-appointment has been given in the notice of annual
general meeting.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 (1) and 74 of the Companies Act, 2013 read together with the
companies (Acceptance of Deposits) Rules, 2014.
DIRECTORSÂ 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 ectors' state that:
a) In the preparation of the annual accounts for the financial year
ended 31st March, 2015 the applicable accounting standards have been
followed.
b) 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.
c) 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.
d) The Annual Accounts of the Company have been prepared on the ongoing
concern basis.
e) 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.
f) That system to ensure compliance with the provisions of all
applicable laws was in place and was adequate and operating
effectively.
DECLARATION OF INDEPENDENCE BY ECTORS:
The Independent Non-executive ectors of the Company, viz. Mr. Ashwin
Jayantilal Shah and Ms. Seema Nirmalsingh Sidhu 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 ector" of Banas Finance Limited.
POLICIES ON ECTORS' APPOINTMENT AND REMUNERATION:
The policies of the Company on ectors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a ector and other matters provided under sub-section
(3) of Section 178 of the Act is appended as Annexure I to this Report.
EVALUATION OF BOARD OF ECTORS:
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 ectors individually as well as of various Committees of the
Board. The performance evaluation of the Independent ectors was carried
out by the Nomination and Remuneration Committee and noted in turn by
the Board.
STATUTORY AUDITORS:
M/s. Pravin Chandak & Associates, Chartered Accountants having
Registration No. 116627W, who are Statutory Auditors of the Company
hold office up to the forthcoming Annual General Meeting and are
recommended for re-appointment to audit the accounts of the Company for
the Financial Year 2015-16. As required under the provisions of Section
139 of the Companies Act, 2013, the Company has obtained written
confirmation from M/s. Pravin Chandak & Associates, that their
appointment, if made, would be in conformity with the limits specified
in the said Section.
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.
COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY STATUTORY
AUDITORS:
M/s. Pravin Chandak and Associates, Practicing Chartered Accountant, in
his Independent Auditor Report for financial year 2014-15 have drawn
the attention of the management on some Prudential Norms of NBFC, which
have been marked as qualification in his report. In connection with the
same management here with give the explanation for the same as follows:
Your Company is Small NBFC, as compare to other giant in market.
Company had not accepted any deposits from public. The Company is
doing business out of its own fund. The Company operates its business
with at most care and diligence. As far as making of Loan and Advances
are concerned, management grants demand loan only either to the parties
known to the Company or by reference which are governed by the Board
policies. Considering the close monitoring of Board no appraisal,
renewal, Policies and Procedure, therefore in some cases loan
agreements or some KYC were not maintained. However your ectors are of
a view that the Company has maintained all basic and necessary
documents, but according to the auditor the documents are not
appropriate/enough. The Company is under process to make KYC documents
in line with auditor's ections, for all future loan agreement and
contracts to be entered.
The Loans and Advances granted by the Company is cosidered as good and
recoverable and do not required any provisions and same has been
closely supervised and monitered on regular basis and proper internal
control is on place.
The management of the Company is quite confident that there is/was no
NPA. The Company grants unsecured loan either to the parties to whom
Company knows personally or to the parties, whose reference has been
received from, some parties with whom Company has already done the
business. Though the repayment of the loan and interest there on might
have been delayed some time by the parties, but Company do receive the
payment on later date.
The Company has received Order u/s 143(3) of Income Tax Act, 1961 dated
28/03/2014 for an outstanding income tax demand of Rs.7,74,50,120/-
pertaining to A.Y. 2011-12 in reply of the same Company has filed
appeal before CIT(A) on 04/04/2014, the Income Tax department has
granted stay on the order of demand and ected Company to pay
installment of Rs.15,00,000/- for ten months from June 2014 to March,
2015 till further order.
The Company has also received the notice u/s 154 of Income Tax Act,
1961 dated 21/08/2014, charging interest of Rs.2,36,52,216/- u/s 234B
in addition to demand. As far as contingent liability of
Rs.7,74,50,120/- is concerned, 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 deposited tax of Rs.
1,50,00,00 in response to the demand raised by the assessing officer
and accordingly no provision is considered.
SECRETARIAL AUDIT:
Pursuant to the requirements of Section 204(1) of the Act, and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s. P.D. Pandya & Associates,
Company Secretary in Practice to conduct the Secretarial Audit for the
financial year 2014-15. The Secretarial Audit Report as received from
M/s. P.D. Pandya & Associates is appended to this Report as Annexure
II.
COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL
AUDITORS:
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 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 Minutes 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.
As far as the appointment of Internal Auditor and Internal Control is
concerned, The Management of the Company is of a view that the
Company's size is very small as compared to its peer group companies,
the Company has already in place Risk Management Policy to cope up with
unforeseeable threats, risks and frauds. The management thinks 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. However to make good of said default Company has appointed
M/s. A M Gohel & Co., as Internal Auditor of the Company in current
financial year for conducting periodic internal audit in compliance of
Section 138 of Companies Act, 2013.
Mr. Girraj Kishor Agarwal, ector of the Company, also the Manging ector
of M/s. Tilak Finance Limited and M/s. Banas Finance Limited, a group
companies. As all these Companies is being operated from the same
place, which will allows him to devote full time to all 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 DN CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION S 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 DF CONTRACTS DR 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 PF 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.
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of the Investments covered under the provisions of Section 186
of the Companies Act, 2013 (Act) will be produced for verification to
the members at the registered office of the Company on their request.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company, being a non-banking finance company (NBFC), does not have
any manufacturing activity. The ectors, therefore, have nothing to
report on 'conservation of energy and technology absorption'.
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 BLDWER POLICY:
The Company has established a vigil mechanism to provide appropriate
avenues to the ectors 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.
PDLICY FDR PREVENTION, PRDHIBITIDN AND REDRESSAL DF SEXUAL HARASSMENT
DF WDMEN 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.
CED AND CFD 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.
ACKNOWLEDGEMENT:
The Board of ectors 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 Kishor Agrawal
(Director & CFO)
Place: Mumbai
Date: 10/08/2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 31st Annual Report together
with the Audited Statement of Accounts for the year ended 31st March,
2014. The Management Discussion & Analysis is also incorporated into
this Report.
FINANCIAL RESULTS
Summary of the Company''s financial performance for F.Y. 2013-2014 as
compared to the previous financial year is given below:
(Figures in Lacs)
Particulars F.Y. 2013 Â 2014 F.Y. 2012 - 2013
Income 562.67 325.22
Profit before Dep. & Int. 30.67 5.83
Depreciation 3.00 4.88
Interest 21.91 0.00
Profit after Depreciation &
Interest 5.76 0.95
Provision for Taxation 0.00 0.18
Provison for Tax (deferred) 2.48 1.76
Profit after Tax 3.28 (0.99)
Net profit/ (Loss) 3.28 (0.99)
Amount Available for Appropriation 3.28 (0.99)
Balance carried to Balance Sheet 3.28 (0.99)
HIGHLIGHTS
During the year Company''s total sales including other income is
Rs562.67Lacsas compared to Rs. 325.22 Lacs in the previous year and
thereby registering a increase of 73.01% as compared to the previous
year. The Net Profit after tax was Rs. 3.28 Lacs against Rs. (0.99)
Lacs in the previous year, registering a increase of 431.31% as
compared to the previous year.
Considering the expectations of country''s gradual improvement in
effective demand and GDP growth rate coupled with upward movements in
capital market, your Directors expect better performance of the Company
in the coming years.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
BOARD OF DIRECTORS
There has been vast change on the Board of the Company with induction
of four people and resignation of two people till date on a Board. In
compliance of Section 203 (1) of the Companies Act, 2013 Mr. Girraj
Kishor Agrawal, Promoter & Director of the Company elevated to the
position of Chief Financial Officer of the Company (CFO) under KMP
category w.e.f21.07.2014.
The Board of Directors at its meeting held on 7th March, 2014,
appointed Mrs. Madhu Rajkumar Goel as an additional director in the
capacity of Independent Director of the Company pursuant to clause 49
of the Listing Agreement. Mrs. Madhu Rajkumar Goel will hold the
office up to the date of the ensuing annual general meeting. The
Company has received a notice under section 160 of the Companies Act,
2013, in respect of her candidature as a director at the
ensuing annual general meeting. Necessary resolution is being proposed
in the notice of the ensuing annual general meeting for the approval of
the members for appointment of Mrs. Madhu Rajkumar Goel as an
independent director of the Company for a term of 5 consecutive years
with effect from 7th March, 2014pursuant to section 149 of the
Companies Act, 2013.
The Board of Directors at its meeting held on 3rd September, 2014,
appointed Mr. Dauji Laddoo Chaturvedi as an additional director in the
capacity of Executive directorin professional category pursuant to
clause 49 of the Listing Agreement. Mr. Dauji Laddoo Chaturvedi will
hold the office up to the date of the ensuing annual general meeting.
The Company has received a notice under section 160 of the Companies
Act, 2013, in respect of his candidature as a directorat the ensuing
annual general meeting, be and is hereby appointed as a Director of the
Company whose period of officeshall be liable to determination by
retirement by rotation. Necessary resolution is being proposed in the
notice of the ensuing annual general meeting for the approval of the
members for appointment of Mr. Dauji Laddoo Chaturvedi as an Executive
director in professional category of the Company with effect from 3rd
September, 2014pursuant to section 149 of the Companies Act, 2013.
The Board has also appointed Mr. Shaival Gandhi as an additional
director in the capacity of Independent Director on its meeting held on
3rd September, 2014. Mr. Shaival Gandhi will hold the office up to the
date of the ensuing annual general meeting. The Company has received a
notice under section 160 of the Companies Act, 2013, in respect of his
candidature as a director at the ensuing annual general meeting.
Necessary resolution is being proposed in the notice of the ensuing
annual general meeting for the approval of the members for appointment
of Mr. Shaival Gandhi as an independent director of the Company for a
term of 5 consecutive years with effect from 3rd September, 2014
pursuant to section 149 of the Companies Act, 2013.
The Board has also inducted Mr. Amit Gulecha as a Managing Director of
the Company pursuant to Sections 196, 197, 198 and 203 and any other
applicable provisions of the Companies Act, 2013. The Company has
received a notice under section 160 of the Companies Act, 2013, in
respect of his candidature as a Managing director at the ensuing annual
general meeting. Necessary resolution is being proposed in the notice
of the ensuing annual general meeting for the approval of the members
for appointment of Mr. Amit Gulecha as an Managing Director of the
Company, for a period of Five years with effect from 3rd September,
2014 to 2nd September, 2019 on the terms and conditions including
remuneration as set out in the agreement entered into between the
Company and Mr. Amit Gulecha subject to the approval of shareholders in
the ensuing Annual General Meeting.
During the year under consideration Mr. Praveen Vidyashankar Vasishth
and Mrs. Tanu Agarwal has been resigned from the Board with effect from
07/03/2014 and 03/09/2014 respectively due to some of their pre-
occupations. Board sincerely appreciates the valuable contribution to
the Company during the tenor of their directorship.
Mr. Girraj Kishor Agrawal, Director, being the longest position in the
office amongst the two directors liable to retire by rotation, retires
from the Board by rotation this year and, being eligible, has offered
his candidature for reÂappointment. Necessary resolution for this
purpose is being proposed in the notice of the ensuing annual general
meeting for the approval of the members.
Board has also appointed Ms. Prajna Naik as a Company Secretary of the
Company in compliance of Section 203 (1) of the Companies Act, 2013.
As required under clause 49 of the listing agreement with the stock
exchanges, the informationon the particulars of directors proposed for
appointment/reÂappointment has been given in thenotice of annual
general meeting.
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 (1) of the Companies Act, 2013.
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:
a) In the preparation of the annual accounts for the financial year
ended 31st March, 2014 the applicable accounting standards have been
followed
b) 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, 2014 and of the profit of the Company for the year ended on
that date.
c) 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.
d) The Annual Accounts of the Company have been prepared on the ongoing
concern basis.
STATUTORY AUDITORS
M/s. Pravin Chandak & Associates, Chartered Accountants having
Registration No. 116627W, have been the Auditors of the Company since
28th August, 2012 and have completed a term of two 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 terms of five
consecutive years. In view of the above, M/s. Pravin Chandak &
Associates, being eligible for re-appointment and based on the
recommendation of the Audit Committee, the Board of Directors has, at
its meeting held on 3rd September, 2014, proposed the appointment of
M/s. Pravin Chandak & Associates, as the Statutory Auditors of the
Company for a consecutive period of five years to hold office from the
conclusion of this AGM till the conclusion of the 36th AGM of the
Company to be held in the year 2019 (subject to ratification of their
appointment at every AGM).
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.
DECLARATION OF INDEPENDENCE BY DIRECTORS
The Independent Non-executive Directors of the Company, viz. Mr. Tushar
Ramchandra Rane, Mr. Ashwin Jantilal Shah, Mrs. Madhu Rajkumar Goel and
Mr. Shaival Gandhi 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
Banas Finance Limited.
DIRECTORS RESPONSE TO REMARKS IN AUDITOR''S REPORT
In the opinion of the Management, there are adequate internal control
system and procedures commensurate with the size of the Company and
nature of its business. The Company is in the process of appointing
Internal Auditors.
The rate of interest to be charged for the loan to be granted by the
Company is generally depend on the Clients requirement, Clients track
record and demand supply requirement, The rate of interest to be
charged on the loan granted is decided by the Board in the best
interest of the Company. However during the year your Company has also
granted interest free loans to few parties, with an intention to get
good amount of future business from them.
Your Directors are of a view that the Company has maintained all basic
and necessary KYC documents, but according to the auditor the documents
were not up to the mark. The Company is under process to make KYC
documents in line with auditor''s directions, for all future loan
agreement and contracts to be entered.
The management of the Company is quite confident that there is/was no
NPA. The Company grants unsecured loan either to the parties to whom
Company knows personally or to the parties, whose reference has been
received from, some parties with whom Company has already done the
business. Though the repayment of the loan and interest there on might
have been delayed some time by the parties, but Company do receive the
payment on later date.
In the present scenario there is cut throat competition in Finance
industry and whatever done by the company is done to survive in market
and is in the best interest of the Company.
DIRECTORS RESPONSE TO CONTINGENT LIABILITY
The Company has received Order u/s 143(3) of Income Tax Act, 1961 dated
28/03/2014 for an outstanding income tax demand of Rs.6,58,17,580/-
pertaining to A.Y. 2011-12 in reply of the same Company has filed
appeal before CIT(A) on
04/04/2014, the Income Tax department has granted stay on the order of
demand and directed Company to pay installment of Rs.15,00,000/- for
ten months from June 2014 to March, 2015 till further order.
The Company has also received the notice u/s 154 of Income Tax Act,
1961 dated 21/08/2014, charging interest of Rs.2,36,52,216/- u/s 234B
in addition to demand.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company, being a nonÂbanking finance company (NBFC), does not have
any manufacturingactivity. The directors, therefore, have nothing to
report on ''conservation of energy andtechnology absorption''.
FOREIGN EXCHANGE
There is no inflow and outflow of Foreign Exchange.
PARTICULARS OF EMPLOYEES
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees) Rules 1975,
forms part of this report - 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 2014 Â
2015.
STATUTORY DISCLOSURES
As required under the provisions of 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 the Directors'' 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 appears in preceding paragraph.
Certificate from auditors of the Company regarding compliance of
conditions of corporate governance is annexed to this report.
Disclosures as prescribed by Non- Banking Financial (Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007
and other NBFC Regulations have been made in this Annual Report.
A Cash Flow Statement for F.Y 2013-2014 is attached to the Balance
Sheet.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Further, a separate Management Discussion and AnalysisReport covering a
wide range of issues relating to IndustryTrends, Company Performance,
SWOT analysis, CorporateProcess, Business Outlook among others is
annexed to this Report.
CORPORATE GOVERNANCE COMPLIANCE
As required under Clause 49 of the Listing Agreements, a detailed
report on Corporate Governance Annexed to this Report.
The Statutory Auditors of the Company have examined the Company''s
compliance and have certified the same as required under the Listing
Agreements.
CEO AND 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.
COMPANIES ACT, 2013
The Companies Act, 2013 was notified in the Official gazette of the
Government of India on August, 29, 2013. On September 12, 2013 Ministry
of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014
the MCA notified another 198 sections which were deemed to come into
force on 1st April, 2014.
The MCA wide circular No. 08/2014 dated April 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 reference shall continue to be governed by the
relevant provisions of the Companies Act, 1956, schedules and rules
made there under.
The Company has accordingly prepared the balance sheet, profit & Loss
a/c, the schedules and notes thereto and the Director''s report in
accordance with the relevant provisions of the Companies Act, 1956,
schedules and rules made there under.
The Company has to take cognizance of the new legislation and shall
comply with the provisions of the Companies Act, 2013 as applicable.
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.
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 &ON BEHALF OF THE BOARD
Place: Mumbai Sd/- Sd/-
Date: 03/09/2014 Girraj Kishor Agrawal Tushar Rane
(Director) (Director)
Mar 31, 2013
To The Members
The Directors present their 30th Annual Report with Audited Statement
of Accounts for the year ended on March 31, 2013.
Financial Results
(Amt. In Lacs)
Particulars Year Ended Year Ended
31/03/2013 31/03/2012
Income 325.22 776.21
Profit before Dep. & Int. 5.83 9.15
Depreciation 4.88 7.96
Interest 0.00 0.00
Profit after Depreciation & Interest 0.95 1.19
Provision for Taxation 0.18 0.22
Provison for Tax (deferred) 1.76 1.07
Profit after Tax (0.99) 2.04
Net profit/ (Loss) (0.99) 2.04
Amount Available for Appropriation (0.99) 2.04
Balance carried to Balance Sheet (0.99) 2.04
FINANCIAL HIGHLIGHTS
During the year Company''s total sales including other income is Rs
325.22 Lacs as compared to Rs. 776.12 Lacs in the previous year and
thereby registering an decrease of 58.10% as compared to the previous
year. The Net Profit after tax was Rs. (0.99) Lacs against Rs. 2.04
Lacs in the previous year, registering an decrease of 306.06% as
compared to the previous year.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
BOARD OF DIRECTORS
In accordance with the provisions of section 255 of the Companies Act,
1956 and the Articles of Association of the Company, Mrs. Tanu Giriraj
Kishor Agarwal retire by rotation at the ensuing Annual General
Meeting, and being eligible offers herselves for reappointment.
Mrs. Saloni Agrawal has resigned w.e.f. 13/08/2013 from the post of
Managing Director of the Company due to her preoccupation. Board has
accepted her resination and appreciate her contribuition to Board
during the yaer under consideration.
The composition of Board remains same during the year under
consideration.
DEPOSITS
The Company has been registered as a NBFC. in terms of the provisions
of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudentail Norms (Reserve Bank) Directions, 2007. Your company is
catagorised as an Non deposit taking Non Banking Financial Company. The
Company has not accepted any deposits during the year from the public
within the meaning of Section 58 A of The Companies Act, 1956.
FOREIGN EXCHANGE
There is no inflow and outflow of Foreign Exchange.
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, 2013 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 ofjthe 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, 2013 on a going concern basis.
AUDITORS -|_
M/s. Pravin Chandak & Associates, 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.
ALLOTMENT OF SHARES ON PREFERNTAIL BASIS
You Company has alloted on 26th March, 2013 at duly conveyed meeting of
Board of Directors 1,17,60,000 Equity Shares of Rs.1/- each at Rs.17/-
per shares (Including a premium of Rs.16/-) to Non-Promoters. The
Company has taken the approval of the members of the Company for the
same through Special Resolution passed at duly conveyed Extra Ordinary
General Meeting held on 14th March, 2013.
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 is not applicable.
PARTICULARS OF EMPLOYEE
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees) Rules 1975,
forms part of this report - 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 2013 -
2014.
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
ÂGreen 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 Registrar and
Transfer Agent of the Company .
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.
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 & ON BEHALF OF THE BOARD
Sd/- Sd/-
Place: Mumbai Girraj Kishor Agrawal Tanu Agrawal
Dated:27/08/2013 (Director) (Director)
Mar 31, 2012
The Directors present their 29th Annual Report with Audited Statement
of Accounts for the year ended on March 31, 2012.
Financial Results
(Amt. in Lacs)
Particulars Year Ended Year Ended
31/03/2012 31/03/2011
Income 776.12 831.20
Profit before Pep. & Int. 9.15 17.83
Depreciation 7.96 8.86
Interest 0.00 0.91
Profit after Depreciation
& Interest 1.19 8.06
Provision for Taxation 0.22 0.86
Provison for Tax (deferred) 1.07 4.72
Profit after Tax 2.04 11.92
Net profit/ (Loss) 2.04 11.92
Amount Available for Appropriation 2.04 11.92
Balance carried to Balance Sheet 2.04 11.92
FINANCIAL HIGHLIGHTS
During the year Company's total sales including other income is Rs
776.12 Lacs as compared to Rs.
831.20 Lacs in the previous year and thereby registering an decrease of
6.63% as compared to the previous year. The Net Profit after tax was
Rs. 2.04 Lacs against Rs. 11.92 Lacs in the previous year, registering
an decrease of 82.89% as compared to the previous year.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Girraj Kishor Agrawal
retire by rotation at the ensuing Annual General Meeting, and being
eligible offers themselves for reappointment.
The Board of Directors appointed Mr. Praveen Vidyasankar Vasishth as an
Additional Director with effect from 24th August, 2011. Your Directors
recommend the appointment of Mr. Praveen Vidyasankar Vasishth as a
Director of your Company at the forthcoming Annual General Meeting.
The Board of Directors has also appointed Ms. Saloni Girraj Kishor
Agrawal as Managing Director of the Company with effect from 28th
August, 2012. Your Directors recommend the appointment of Ms. Saloni
Girraj Kishor Agrawal as Managing Director of your Company at the
forthcoming Annual General Meeting.
SUB-DIVISION OF SHARES
In order to create long term value for its investors, and to allow
small investors to invest in company's stock, during the year company
has sub-divided its equity share capital from face value of Rs.10/- per
share to Rs.l/- per share for which company has taken the approval of
members in last annual general meeting, for which company has taken the
approval of members in last annual general meeting.
DEPOSITS
The Company has been registered as a NBFC. in terms of the provisions
of Non-Banking Financial [Non-Deposit Accepting or Holding) Companies
Prudentail Norms (Reserve Bank) Directions, ,007. Your company is
catagorised as an Non deposit taking Non Banking Financial Company. The
Company has not accepted any deposits during the year from the public
within the meaning of Section 58 A of The Companies Act, 1956.
FOREIGN EXCHANGE '
There is no inflow and outflow of Foreign Exchange.
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 2012 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
s Act, 1,56 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 2012 on a going concern basis.
AUDITORS
The Board had recommended the appointment of M/s. Pravin Chandak &
Associates, Chartared Accountant as an auditor of the company for whom
company has received a notice u/s 225 read with section 190 of the
Companies Act, 1956 from members seeking their appointment in place of
retiring Auditor M/S. R. SONI & Co., who has expressed not to seek
re-appointment due to his some prior pre- occupation. M/s. Pravin
Chandak & Associates have confirmed that appointment if made, shall
within the limit specified in section 224(1B) of the Companies Act,
1956 and who will hold office until the concusion of next Annual
General Meting.
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 cf energy and
Technology absorption is not applicable
PARTICULARS OF EMPLOYEE
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees] Rules 1975,
forms part of this report - 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 2011 -
2012.
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 Registrar and
Transfer Agent of the Company.
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. .
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 & ON BEHALF OF THE BOARD
PLACE: MUMBAI Sd/-
DATED :28/08/2012 Girraj Kishor Agrawal
Chairman
Mar 31, 2011
The Members
The Directors present their 28th Annual Report with Audited Statement
of Accounts for the year ended on March 31, 2011.
Financial Results
(Amt. In Lacs)
Particulars For the year ended on
31/03/2011 31/03/2010
Income 1051.36 1.61
Profit before Dep. & Int. 16.92 1.17
Depreciation 8.86 0.88
Interest 0.00 0.00
Profit after Depreciation &
Interest 8.06 0.29
Provision for Taxation 0.86 0.00
Provison for Tax (deferred) 4.72 0.00
Profit after Tax 11.92 0.29
Net profit/ (Loss) 11.92 0.29
Amount Available for Appropriation 11.92 0.29
Balance carried to Balance Sheet 11.92 0.29
FINANCIAL HIGHLIGHTS
During the year Company's total sales including other income is Rs
1051.36 lacs as compared to Rs. 1.61 lacs in the previous year and
thereby registering an increase of 65202% as compared to the previous
year.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Tushar Ramchandra Rane
retire by rotation at the ensuing Annual General Meeting, and being
eligible offers themselves for reappointment.
The Board of Directors appointed Ms. Saloni Agrawal as an Additional
Director with effect from 15 July, 2011. Your Directors recommend the
appointment of Ms. Saloni Agrawal as a Director of your Company at the
forthcoming Annual General Meeting.
Mr. Nayan Yagik has resigned as the director from the Board of the
Company with effect from 30/12/2010. During his tenure as Director, he
has greatly contributed to the performance of the Company by his vast
knowledge and experience.
PREFERENTIAL ALLOTMENT
During the year Company has issued 99,00,000 equity shares at Rs .10/-
each at premium of Rs 10/- on preferential basis to promoters and non
promoters.
DEPOSITS
Your company has not accepted any deposits within the meaning of
Section 58A of The Companies Act, 1956.
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. R. SONI & 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 (1B) and any other
applicable provisions, if any, 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 is not applicable
PARTICULARS OF EMPLOYEE
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees) Rules 1975,
forms part of this report - 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.
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.
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.
ACKNOWLEDGEMENT
The Board of Directors wishes to express sincere thanks to Bankers,
Shareholders, clients, Financial Institutions, customers, sup-pliers
and employees of Companies for extending support during the year.
FOR & ON BEHALF OF THE BOARD
Sd/-
PLACE: MUMBAI Girraj Kishor Agrawal
DATED :15/07/2011 Chairman
Mar 31, 2010
The Directors have the pleasure in are sending their twenty- Seventh
Annual Report along with the Audited Statements of Account for the year
ended 31st March, 2010.
1. FINANCIAL PERFORMANCE
Particular 2009-10 2008-09
Amount Rs. Amount(Rs.)
Total Expenditure excluding Depreciation 44.120 1.56,674
Profit Ioss) before Depreciation 1.17,491 59,239
Depreciation 88.567 1,14,702
Net Pfofit(Loss) 28.924 (1.73,941)
2 REVIEW OF OPERATIONS
Although the Accounts for the year ended on 31st March. 2010 do not
reject expected results. your Directors are making continuous efforts
to maintain is level of activities.
3. DIRECTORS
Mr. Rajesh Wagal. Director the Company retires by rotation and being
eligible, offers himself for re-appointment.
4. RESPONSIBlLITY. STATEMENT The Directors confirm:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed ana that no material departure
has been made from the same.
b) that they have selected such accounting policies and applied them.
consistently and made judgements and estimates that ore reasonable and
prudent so as to give a true and far view at the stale of affairs of
the Company at the end at the financial year and of the profit or loss
of the Company for that period;
c) that they have taker- proper and sufficient core for the maintenance
at adequate accounting records in accordance with the provisions of the
Companies Ac1, 1956, for- safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities:
d) that trey have prepared the annual accounts on a going concern
basis.
5. PARTICULARS UNDER SECTION 217 Ml (e) Of THE COMPANlES (DISCLOSURE
OF PARTICULARS IN THE REPOPT OF Board OF DIRECTORS ) RULES. 1988
a. Conservation of Energy : Not Applicable
b. Technology Absorption : Nil
c. Foreign Exchange Earnings : Nil
d. foreign Exchange Outgo : Nil
6. AUDITORS
The .Auditors, m/s R.D.Shenvi & Co., Chartered Accountants, retire at
the for the coming Annual General Meeting and offer themselves or
reappointment.
7 ACKNOWLEDGEMENT ;
You; Directors grarefully acknowledge the co-operation. support and
confidence which you* Company has been enjoying from its shareholders
and the staff members,
FOR AND ON BEHALF OF THE BOARD
Sd/-
Chairman
Place : Mumbai
Date : 10th May. 2010.
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