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Directors Report of Centrum Capital Ltd.

Jun 30, 2014

Dear Members,

The Directors present their Thirty Sixth Annual Report together with the Audited Accounts for the year ended June 30, 2014.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the year ended June 30, 2014 is summarized below:

(Rsin Million)

Particulars 2013-2014 2012-2013

Total Income 614.37 712.04

profit/Loss before 283.84 322.76 Interest, Depreciation, Tax and Exceptional Items

Less: Interest 166.50 162.52

Less: Depreciation 36.42 36.81

Add: Exceptional Item 18.55 30.21

profit/Loss before tax 99.46 153.64

Less: Provision for (14.59) 16.50 Taxation

profit/Loss after tax 114.05 137.14

Add: Balance brought 506.76 369.62 forward from previous year

Less: Transfer to DRR 157.85 Nil

profit available for 462.96 506.76 appropriation

Less: Proposed Dividend Nil Nil

Less: Provision for Nil Nil Dividend Tax

Balance carried to 462.96 506.76 Balance Sheet

PERFORMANCE:

Detailed information on the overall performance of the Company is given in the Management Discussion and Analysis Report which forms part of this Report. The Company has transferred Rs. 1,578.50 Lakhs to the Debenture Redemption Reserve Account. As on June 30, 2014, the balance available in the Debenture Redemption Reserve Account is Rs. 1,578.50 Lakhs.

CHANGE IN FINANCIAL YEAR:

In compliance of Section 2 (41) of the new Companies Act, 2013, the financial year of the Company is changed from 1st July to 30th June to 1st April to 31st March of every year. Accordingly the financial year 2014-15 shall be for a period of 9 months beginning from 1st July 2014 and ending on 31st March 2015.

DIVIDEND:

In order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2013-2014.

DEBENTURES:

The Board of Directors has issued 6314 number of secured, unlisted, unrated, redeemable non-convertible debentures of Rs. 100,000/- (Rupees One Lakh) each through private placement, including the greenshoe option.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Nanavaty, Mrs Mahakhurshid Byramjee and Mr. Ibrahim Belselah retire by rotation at the forthcoming Annual General Meeting and being eligible, ofer themselves for re-appointment.

A brief profle of the all the Directors seeking re- appointment at the ensuing Annual General Meeting, nature of their expertise and names of the other Companies in which they hold Directorship and Committee Membership is provided as a part of the notice of the ensuing Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors hereby certify and confirm that:

1) in the preparation of the Annual Accounts for the year 2013-14, the applicable Accounting Standards have been followed and there are no material departures;

2) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the financial year and of the profit or loss of Company for that period;

3) they have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provision of this act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) they have prepared the annual accounts on a going concern basis.

SUBSIDIARY / JOINT VENTURE COMPANIES:

During the year, the Company has made an additional investment of Rs. 3,000.15 Lakhs in CentrumDirect Limited and Rs. 3,192.00 Lakhs in Centrum Wealth Management Limited (both being wholly owned subsidiary) by subscribing 8,85,000 Equity Shares of Rs 10/- each and 19,950,000 Equity Shares of Rs. 10/- each, respectively. During the year, the Company has divested its investments of Rs. 4 Lakhs in Accounts Receivables Management Services (India) Limited at book value.

Subsequent to balance sheet date, company has incorporated a wholly owned subsidiary named “Centrum Retail Services Limited” and thereafter for strategic reason and to better align its various business, Company has reorganised the Centrum Group Structure by transferring its entire equity investments in its subsidiaries viz Centrum

Wealth Management Limited, Centrum Financial Services Limited and CentrumDirect Limited to the Subsidiary viz. Centrum Retail Services Limited.

In terms of the General Circular of the Ministry of Corporate Afairs, Government of India has granted general exemption under section 212(8) of the Companies Act, 1956. In view of this copies of the Balance Sheet, Statement of profit and Loss, Report of the Board of Directors and Auditors of its subsidiaries namely Centrum Financial Services Limited, Centrum Infrastructure and Realty Limited, Centrum Wealth Management Limited (Formerly Centrum Investments Limited), CentrumDirect Limited, Club 7 Holidays Limited (step down subsidiary), Centrum Capital Holdings LLC and Centrum Securities LLC (step down subsidiary), Centrum Broking Limited have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same at the Corporate Ofce of the Company. However, as directed by the MCA in the aforesaid circulars, the financial information of the said subsidiaries has been disclosed in the Annual Report.

The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the Corporate Ofce of the Company and that of respective subsidiary companies.

Further pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include financial information of its aforesaid subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Agreement with the Bombay Stock Exchange Limited, Consolidated Financial Statements of the Company are attached. The

Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21, 23 and 27 issued by the Institute of Chartered Accountants of India. These statements have been prepared on the basis of Audited Financial Statements received from Subsidiaries, Joint Ventures and Associate Companies, as approved by their respective Boards of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a Management Discussion and Analysis Report forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND EMPLOYEES STOCK PURCHASE SCHEME:

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the certain employees are required to be set out in the Annexure to the Directors’ Report. However, as per the provisions of section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary at its Corporate Ofce.

The disclosure(s) required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 are annexed and forms part of this Report.

AUDITORS AND AUDITORS’ REPORT:

M/s. Haribhakti & Co LLP, Chartered Accountants , (ICAl Firm Registration No. 103523W), retire as Statutory Auditors at the ensuing Annual General Meeting and have expressed their eligibility and willingness to continue, if

so appointed. As required under the provisions of Section 139 of the Companies Act, 2013 and applicable rules, the Company has obtained written confirmation from the Auditors proposed to be re-appointed to the efect that their re-appointment if made, would be in conformity with the limits specified in the said section and also a certifcate as to eligibility for being re appointed in accordance with the requirements of Section 139 (1) of the Companies Act 2013 (the Act) read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

A proposal seeking their re-appointment is provided as part of the Notice of the ensuing Annual General Meeting.

Section 139(2) of the Companies Act, 2013 (efective 1st April 2014), mandates that a listed Company or such other prescribed classes of Companies shall not appoint or reappoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each.

Further, the Companies as aforesaid, whose statutory Auditors has held ofce for a period of ten years or more are required to comply with these provisions, within three years from the date of commencement of these provisions ie. 1st April 2014. For this Purpose, the term of the Audit firm before the commencement of these provision shall be taken into account for calculating the period of ten consecutive years.

Our Auditors M/s Haribhakti & Co LLP, Chartered Accountants, are holding ofce as a Statutory Auditor since FY 2012. Hence, they are reappointed for a period upto 5 years i.e. Upto FY 2019.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s Haribhakti & Co LLP, Chartered Accountants, as Statutory Auditors of the Company upto FY2019 for shareholders’ approval.

The Notes forming part of financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

There was a delay in payment of service tax and the Company subsequently paid the due amount along with applicable interest as per applicable laws. Company will endeavour to avoid such delays in future.

With Regards the Emphasis of Matter in the Auditors’ Report, we wish to submit as under:

a) Based on the financial estimates and business rationale provided by the management for its exposure in Centrum Broking Limited (CBL), Centrum Wealth Management Limited (CWML) and Centrum Capital Holdings LLC (CCH LLC) confirming fair valuation higher than the cost of Investments of Rs. 8,155.24 Lakhs in CBL, Rs. 3,197.00 Lakhs in CWML and Rs.194.28 Lakhs in CCH LLC the management believes that no impairment provision is required in respect of said Investments along with loans advanced amounting to Rs. 1,094.36 Lakhs to CBL, Rs. 1,716.46 Lakhs to CWML and Rs. 59.19 Lakhs to CCH LLC .

b) Based on recent developments, as informed by the debtor & the status of ongoing lawsuit, the above amount in view of management is fully recoverable & accordingly the same need not be subject to provisioning.

FIXED DEPOSITS:

The Company has not invited nor accepted any fixed deposits pursuant to the provisions of Section 58A of the Companies Act, 1956 during the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo during the year under review are provided at Item No. 32(a) & 32(b) (Notes forming part of financial statements) of the Audited Accounts. The members are requested to refer to the said Note for details in this regard.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A Certifcate from the Auditors of the Company, M/s Haribhakti & Co. LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, also forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation to Company’s clients, vendors, investors, business associates and bankers for their support to the Company.

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Centrum family. Your Directors look forward to the continued support of all stakeholders in the future.

For and on behalf of the Board of Directors sd/- sd/- P. R. Kalyanaraman Chandir Gidwani Managing Director Non Executive Chairman

Place: Mumbai Date: 14th November, 2014


Jun 30, 2013

Dear Members,

The Directors present their Thirty Fifth Annual Report together with the Audited Accounts for the year ended 30th June, 2013.

FINANCIAL PERFORMANCE:

The fnancial performance of the Company for the year ended 30th June, 2013 is summarized below:

(Rs.in Million) Particulars 2012-2013 2011-2012

Total Income 712.04 602.57

Proft/Loss before

Interest, Depreciation ,Tax 322.76 103.34

and Exceptional Items

Less: Interest 162.52 150.72

Less: Depreciation 36.81 36.69

Add: Exceptional Item 30.21

Proft/Loss before tax 153.64 (84.07)

Less: Provision for 16.50 13.25

Taxation

Proft/Loss after tax 137.14 (97.32)

Add: Balance brought forward from previous 369.62 466.93 year

Proft available for 506.76 369.62 appropriation

Less: Proposed Dividend Nil Nil

Provision for Dividend Tax Nil Nil

Balance carried to 506.76 369.62

Balance Sheet

PERFORMANCE:

Detailed information on the overall performance of the Company is given in the Management Discussion and Analysis Report which forms part of this Report.

DIVIDEND:

In order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the fnancial year 2012-2013.

SHARE CAPITAL:

(i) The Authorised Share capital of the Company was increased from Rs. 100,000,000 /- (Rupees Ten Crores) divided into 10,000,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten) to Rs. 420,000,000/- (Rupees Forty Two Crores) divided into 420,000,000 (Forty Two Crore) equity shares of Rs. 1/- (Rupee One) each by the members at the Extra Ordinary General Meeting of the Company held on 13th June, 2013.

(ii) SUB-DIVISION OF EQUITY SHARES (FROM FACE VALUE OF Rs. 10/- EACH TO FACE VALUE OF Rs. 1/- EACH):

With a view to encourage participation of the investors and also with a view to increase the liquidity of the equity shares of the Company, the equity shares of face value of Rs. 10/- (Rupees Ten) each are sub-divided into ten equity shares of the face value Rs. 1/- (Rupee One) each.

(iii) BONUS SHARES:

In order to increase the liquidity in the shares and to reward the existing shareholders and in view of the comfortable reserves position, the Company allotted 346,693,950 each credited as fully paid-up Bonus Shares in the proportion of 5 (Five) Equity Share of Rs. 1/- each for every 1 (One) Equity Share of Rs. 1/- each held, by capitalising Rs. 346,693,950 (Rupees Thirty Four Crore Sixty Six Lakhs Ninety Three Thousand Nine Hundred and Fifty) out of Company''s Securities Premium Account.

(iv) Consequent to the sub-division of equity shares and allotment of the fully paid bonus equity shares, the Issued, Subscribed and Paid up equity capital of the Company has increased from Rs. 69,338,790 (Rupees Six Crore Ninety Three Lakhs Thirty Eight Thousand Seven Hundred and Ninety) divided into 6,933,879 (Sixty Nine Lakhs Thirty Three Thousand Eight Hundred and Seventy Nine) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 416,032,740 (Rupees Forty One Crore Sixty Lakhs Thirty Two Thousand Seven Hundred and Forty) divided into 416,032,740 (Forty One Crore Sixty Lakhs Thirty Two Thousand Seven Hundred and Forty) equity shares of Rs. 1/- (Rupee One) each.

DEBENTURES:

The Board of Directors has approved the issue of secured, unlisted, unrated, redeemable non-convertible debentures of Rs. 100,000/- (Rupees One Lakh) each through private placement, including the greenshoe option, upto a limit of Rs. 650,000,000 (Rupees Sixty Five Crores).

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Dhanpal Jhaveri and Mr. Subimal Bhattacharjee retire by rotation at the forthcoming Annual General Meeting and being eligible, ofer themselves for re-appointment.

Mr. P. R. Kalyanaraman has been appointed as the Managing Director of the Company for a period of 3 years w.e.f. 1st November, 2012, Mr. Manmohan Shetty has been appointed as Non Executive Director w.e.f. 1st November, 2012 and Mr. Rashid Kidwai and Mr. Ameet Naik have been appointed as Independent Directors of the Company w.e.f. 1st November, 2012.

The Board at its meeting held on 14th February, 2013 appointed Mr. R.S. Reddy as an Additional Director of the Company. Pursuant to Section 260 of the Companies Act, 1956, Mr. R. S. Reddy holds ofce as a Director upto the date of the ensuing Annual General Meeting. Approval of Members is being sought for his appointment as Director at the ensuing Annual General Meeting.

Mr. Rajesh Narian Gupta resigned from the Board w.e.f 1st November, 2012 and Mr. T. R. Madhavan resigned from the Board as Executive Chairman w.e.f. 1st November, 2012. Mr. K. V. Krishnamurthy, Independent Director of the Company passed away on 16th January, 2013 and ceased to be a Director of the Company w.e.f. 16th January, 2013. The Board wishes to place on record its appreciation for the invaluable services and guidance given by each of them during their respective tenures as Directors of the Company.

A brief profle of the Directors seeking appointment / re-appointment at the ensuing Annual General Meeting, nature of their expertise and names of the other Companies in which they hold Directorship and Committee Membership is provided as a part of the notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors hereby certify and confrm that:

1) in the preparation of the Annual Accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departures;

2) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the fnancial year and of the proft or loss of Company for that period;

3) they have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provision of this act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) they have prepared the annual accounts on a going concern basis.

SUBSIDIARY / JOINT VENTURE COMPANIES:

In terms of the General Circular of the Ministry of Corporate Afairs, Government of India has granted general exemption under Section 212(8) of the Companies Act, 1956. In view of this copies of the Balance Sheet, Statement of Proft and Loss, Report of the Board of Directors and Auditors of its subsidiaries namely Centrum Financial Services Limited, Centrum Infrastructure and Realty Limited, Centrum Wealth Management Limited (Formerly Centrum Investments Limited), Accounts Receivables Management Services (India) Limited, CentrumDirect Limited, Club 7 Holidays Limited (step down subsidiary), Centrum Capital Holdings LLC and Centrum Securities LLC (step down subsidiary), Centrum Broking Limited have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same at the Corporate Ofce of the Company. However, as directed by the MCA in the aforesaid circulars, the fnancial information of the said subsidiaries has been disclosed in the Annual Report.

The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the Corporate Ofce of the Company and that of respective subsidiary companies.

Further pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include fnancial information of its aforesaid subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Agreement with the Bombay Stock Exchange Limited, Consolidated

Financial Statements of the Company are attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21, 23 and 27 issued by the Institute of Chartered Accountants of India. These statements have been prepared on the basis of Audited Financial Statements received from Subsidiaries, Joint Ventures and Associate Companies, as approved by their respective Boards of Directors.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ALLOTMENT:

The details of utilization of proceeds raised through preferential issue of equity shares are disclosed to the Audit Committee and in the Annual Report. The Company has not utilized these funds for purposes other than those stated in the notice convening the Extra Ordinary General Meeting called for the approval of said preferential issue of equity shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a Management Discussion and Analysis Report forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND EMPLOYEES STOCK PURCHASE SCHEME:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the certain employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary at its Corporate Ofce.

The disclosure(s) required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 are annexed and forms part of this Report.

AUDITORS AND AUDITORS'' REPORT:

M/s. Haribhakti & Co., Chartered Accountants, retire as Statutory Auditors at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained written confrmation from the Auditors proposed to be re-appointed to the efect that their re- appointment if made, would be in conformity with the limits specifed in the said section. A proposal seeking their re-appointment is provided as part of the Notice of the ensuing Annual General Meeting.

The Notes forming part of fnancial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

With Regards the Emphasis of Matter in the Auditors Report, we wish to submit as under:

a) Based on the fnancial estimates provided by the management of Centrum Broking Limited (CBL), Centrum Wealth Management Limited (CWML) and Centrum Infrastructure & Realty Limited (CIRL) confrming fair valuation higher than the cost of investments of Rs. 815,523,945 Lakhs in CBL, Rs. 500,000 in CWML and Rs. 500,000 in CIRL respectively, the management believes that no impairment provision is required in respect of said Investments along with loans advanced amounting to Rs. 32,394,297 to CBL and Rs. 327,280,258 to CWML and Rs. 72,250,413 to CIRL.

b) Subsequent to the end of the fnancial year, Company has received part payment from the said party. Based on recent trends in collection, sale of pledge shares and status of ongoing law suit, the outstanding amount of Rs. 45,832,632 in view of Board of Directors is fully recoverable and accordingly the same need not be subject to any further provisioning.

FIXED DEPOSITS:

The Company has not invited nor accepted any fxed deposits pursuant to the provisions of Section 58A of the Companies Act, 1956 during the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo during the year under review are provided at Item No. 33(a) & 33(b) (Notes forming part of fnancial statements) of the Audited Accounts. The members are requested to refer to the said Note for details in this regard.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A Certifcate from the Auditors of the Company, M/s Haribhakti & Co., Chartered Accountants, confrming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, also forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation to Company''s clients, vendors, investors, business associates and bankers for their support to the Company.

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Centrum family. Your Directors look forward to the continued support of all stakeholders in the future.

For and on behalf of the Board of Directors

P. R. Kalyanaraman Chandir Gidwani

Managing Director Non Executive Chairman

Place: Mumbai

Date: 29th August, 2013


Jun 30, 2009

The Directors are pleased to present their Thirty First Annual Report together with the Audited Accounts of the Company for the year ended on June 30, 2009.

FINANCIAL HIGHLIGHTS:

The standalone financial performance of the Company for the financial year ended June 30, 2009 is summarized below:

(Rupees in Million)

Particulars Year Year ended ended 30th June, 30th June, 2009 2008

Gross income from 729.18 530.08 operations

Profit before depreciation 318.77 278.13 and tax

Less: Depreciation 35.78 9.11

Profit before tax 282.99 269.02

Less: Taxation 120.77 68.11

Profit after tax 162.22 200.91

Profit brought forward 363.59 170.67

Less: Proposed dividend 6.83 6.83

Tax on proposed dividend 1.16 1.16

Balance carried forward 517.83 363.59

PERFORMANCE:

On a stand alone basis, your Companys revenue grew to Rs. 729.18 million during the financial year 2008-09 from Rs. 530.08 million in last year, a growth of 37.55% and the Companys profit after tax is Rs. 162.22 million.

DIVIDEND:

Your Directors are pleased to recommend for approval of the shareholders a final dividend of Re. 1/- per equity share (Re. 1/- per equity share for the previous financial year). The total dividend payout for the financial year 2008-09 is Rs. 68,28,096/- (Rs. 68,28,096/- for the previous financial year).

The dividend, if approved, at the ensuing Annual General Meeting will be paid to those shareholders whose name appear in the register of members of the Company as on the book closure date.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Berjis Desai, Mr. Ibrahim S. Belselah and Mr. P. G. Kakodkar retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief resume of the Directors seeking appointment / reappointment at the ensuing Annual General Meeting, nature of their expertise and names of the Companies in which they hold Directorship and Committee Membership is provided as the part of the notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board hereby certifies and confirms that:

1) In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

2) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of Company for that period;

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of .this act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) The Directors have prepared the annual accounts on a "going concern basis".

SUBSIDIARY COMPANIES:

During the year under review, Centrum Capital Holdings LLC, Centrum Securities LLC, Accounts Receivables Management Services (India) Limited and Centrum Financial Services Limited (Formerly known as Shri Santram Finance Limited) have become subsidiaries of the Company.

The status of FCH Centrum Wealth Managers Limited and FCH CentrumDirect Limited have changed and the same are now 50:50 Joint Venture Companies between the Company and Future Capital Holdings Limited effective from June 12, 2009 and June 16, 2009 respectively, by virtue of transfer of 0.1% share holding from Future Capital Holdings Limited to the Company. Consequent to the above mentioned change, Club 7 Holidays Limited (Formerly known as Club 7 Holidays Private Limited), wherein FCH CentrumDirect Limited acquired 76% stake during the year under review, has also ceased to be a subsidiary of the Company.

The Company has five Subsidiaries and one step down subsidiary, namely Centrum Infrastructure and Realty Limited, Centrum Investments Limited, Centrum Financial Services Limited, Accounts Receivables Management Services (India) Limited, Centrum Capital Holdings LLC and Centrum Securities LLC (step down subsidiary) whose Audited Statements of Accounts for the year ended June 30, 2009 along with the Report of Directors and the Auditors, as entailed under section 212 of the Companies Act, 1956 are enclosed herewith, j

CONSOLIDATED FINANCIAL STATEMENTS:

As required under Clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited, Consolidated Financial Statements of the Company and its subsidiaries prepared in accordance with Accounting Standard 21 forms part of the Annual Report. These statements have been prepared on the basis of Audited Financial Statements received from Subsidiary Companies, as approved by their respective Boards.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ALLOTMENT:

The details of utilization of proceeds raised through preferential issue of equity shares are disclosed to the Audit Committee and in the Balance Sheet. The Company has not utilized these funds for purposes other than those stated in the notice convening the General Meeting.

DISCLOSURE OF EMPLOYEES STOCK PURCHASE SCHEME:

In the previous year, the Company had allotted 409,686 Equity Shares of Rs. 10/- each at a premium of Rs. 740.05 per share aggregating to Rs. 750.05 per share to Centrum ESPS Trust. The face value of Rs. 10/- per share payable on the said shares has been received by the . Company by using the proceeds of loan taken from the Company. The premium amount shall be accounted as and when received. The Trust will allocate the said shares as per the resolutions passed in the meeting of the shareholders of the Company and in accordance with the terms and conditions mentioned in the Employee Stock Purchase Scheme 2008 approved by the Remuneration/Compensation Committee of the Board of Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a Management Discussion and Analysis Report form part of the Annual Report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

AUDITORS AND AUDITORS REPORT:

M/s. S. R. Batliboi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has obtained written confirmation from the Auditors proposed to be re-appointed to the effect that their re- appointment if made would be in conformity with the limits specified in the said section. A proposal seeking their re-appointment is provided as part of the Notice of the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors Report are self-explanatory.

With regard to the remarks contained in the Point (ix) (a) in the Annexure to Auditors Report, the Company has taken the necessary steps to pay the statutory dues in due course.

DEPOSITS:

The Company has not accepted any fixed deposits from any Member, Director or public.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of earnings and outgo in foreign exchange during the year under review are provided at Item no. 15 of Schedule 16 (Notes to Accounts) of the Audited

Accounts. The members are requested to refer to the said Note for details in this regard.

CORPORATE GOVERNANCE:

Report on Corporate Governance as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, forms part of the Annual Report.

A certificate from the Auditors of the Company M/s S. R. Batliboi & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors look to the future with confidence. Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the Companys Clients, Vendors, Investors and Bankers. Your Directors also acknowledge the contribution made by employees at all levels. Your Companys consistent growth was made possible by their hard work, solidarity and support. Your Directors look forward to their continued support in the future.

By and on behalf of Board

T. R. Madhavan K. V. Krishnamurthy

Managing Director Director Mumbai September 30, 2009



 
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