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Directors Report of Banas Finance Ltd.

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.

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 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 – 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 re–appointment. 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/re–appointment 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 non–banking 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 – 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 ‘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

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, 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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