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Directors Report of Chokhani Securities Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Twenty Second Annual Report on the working of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

Financial Results:

Current Year Previous Year March 31, 2015 March 31, 2014

Profit before Interest & Depreciation 1,79,62,168 5,39,34,128

Interest Paid - -

Profit before Depreciation 1,79,62,168 5,39,34,128

Depreciation - -

Profit before Tax 1,79,62,168 5,39,34,128

Provision for Tax & Deferred Tax Assets (13,08,000) (1,61,50,000)

Profit after Tax 1,66,54,168 3,77,84,128

Balance brought forward 22,85,33,717 19,07,49,588

Balance Available for Appropriation 24,51,87,886 22,85,33,717

Extra ordinary adjustment - -

Excess /(Short) Provision for Tax - -

Adjustment for prior year - -

Balance carried forward 24,51,87,886 22,85,33,717

Dividend

Directors have not recommended any dividend.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to be best of their knowledge, confirm that -

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have 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 the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS FOR 2014-2015

Industry Structure and development

The Non-banking Finance Companies are strictly regulated by Reserve Bank of India by its guidelines and notifications. Post general election witnessed the improved sentiments of investors, resulting in the steep increase in Sensex and Nifty.

Regulations

The Capital Market is regulated by stringent rules and regulations of the Securities & Exchange Board of India (SEBI) and the Stock Exchanges. As also, the Company being registered with the Reserve Bank of India as Non-Banking Finance Company (NBFC), is also subjected to strict rules and guidelines notified by the Reserve Bank of India from time to time. This helps in reviving the trust of investors in Indian market in time of crisis.

Performance of the Company

Total revenue including other income for the financial year ended 31st March, 2015 was Rs.236.56 lacs, 61.67% lower compared to last year (Rs.617.12 lacs in the year 2013-14). Earning before interest, tax, depreciation and amortization (EBITDA) was Rs.179.62 lacs as against Rs.539.34 lacs a year ago. Profit after tax for the year was Rs.166.54 lacs, a fall of 55.92% over the profit after tax of Rs.377.84 lacs in 2013-14.

No appropriation of profit is made and it is proposed to carry forward the balance of Rs.166.54 lacs in the Profit & Loss account.

Loans, Guarantees and investments

The Company has not given any loan or guarantee. The Company has made investments in shares, securities and bonds, details of which are provided in the financial statements.

Opportunity and threats

The New Government is committed to encourage the healthy growth of Capital Market for development of the Economy. The market regulators are also concerned in regaining the confidence of investors, which is adversely effected due to economic slowdown and scams.

Future Outlook

Your Directors are of the opinion that new government's agenda of development and creating jobs for young generation will stimulate the growth. Considering the huge population and change in consumers' spending pattern, Indian economy is bound to grow in coming years.

Conservation of Energy etc.

Since the Company is not engaged in any manufacturing activity, information as required under the provisions of Section 134 (3) (m) of the Act is not furnished. During the year under consideration, there were no foreign exchange earnings or outgo.

Corporate Governance

In line with the requirement of the Companies Act, 2013 as also amended Clause 49 of the Listing Agreement, the Board of Directors has constituted new committees. Details of these committees along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report. During the year the Company has also amended the existing policies and adopted new policies such as CSR policies, Related Party Transaction Policies, Whistle Blower Policies.

A separate report on Corporate Governance is annexed, which forms part of this report. A certificate of CEO and CFO of the Company confirming the correctness of the financial and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed and forms part this Directors' Report.

Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134 (3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure I in Form AOC-2 and the same forms part of this report. The Company does not have any subsidiary.

Directors and key managerial personnel

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from 1st April,2014, the Directors had reviewed the composition of its Board and had identified Mr. Pravin Gutpa and Mr. Rajesh Chokhani as independent directors. The terms of appointment of Mr. Pravin Gupta had expired and was re-appointed as an independent director for a period of five years. Mr. Rajesh Chokhani's terms as director shall expire in the ensuing Annual General Meeting. He is entitled for re-appointment for a further on term of five years. The Company has received a notice alongwith a refundable deposit of Rs. 1,00,000/- in pursuance to the provisions of Section160 of the Act proposing the appointment of Mr. Rajesh Chokhani as Director.

The Board of Directors in its meeting held on February 2, 2015 had appointed Mrs. Jyoti Jain as an Additional Director. Pursuant to the provisions of Section 160 of the Act, Mrs. Jain would be vacating the office as Director. The Company has received a notice under Section 160 of the Act along with refundable deposit of Rs.1,00,000/- proposing the appointment of Mrs. Jyoti Jain.

Mr. Ramakant R. Chokhani shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Nomination & Nomination Policy pertaining to appointment of Director and Sr. Managerial personnel in annexed to this report as Annexure - II.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

Mr. Prashant Solanki was appointed as Chief Executive Officer and Mr. Manish Parikh was appointed as Chief Finance Officer w.e.f. March 5, 2015. The Ramakant R. Chokhani was appointed as Company Secretary.

Number of meeting of the Board

Six meetings of the Board were held during the year under review. Corporate Governance Report, which forms part of this report, contains the details about the Board meeting as also meeting attended by each Directors of the Company.

Board evaluation

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement with the BSE Ltd., the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

Policy on appointment of directors and remuneration as provided in Section 178(3) of the Companies Act, 2013 has been dealt with in the corporate governance report, which forms part of the Directors' Report.

Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Internal Control System

There are reasonable internal control systems at all levels in the Company. The Company has appointed M/s. Chajjed Kedia & Associates, Chartered Accountants, as Internal Auditors, who reports the Audit Committee.

Risk Management

The Company has Risk Management Committee. This committee is responsible for reviewing the risk management plan and its effectiveness. The audit committee also reviews the financial risk and its control. The management also continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action.

Employees:

Information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended to this report as Annexure III and forms part of this report.

Auditors:

According to Directors, there are no adverse remarks made by Statutory Auditors in their report. Notes to the accounts are self explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

M/s P. C. Ghadiali & Co LLP Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. However, they are eligible for reappointment. Members are requested to appoint the Auditors and fix their remuneration.

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practising Company Secretary for the financial year 2014-15. The report on the Secretarial Audit is appended as Annexure IV to this report. According to the Board of Directors the report does not have any adverse remark.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is annexed to this report as Annexure V and forms part of this report.

Corporate Social Responsibility (CSR):

Brief outline on the Corporate Social Responsibility (CSR) Policy of the Company and the initiative undertaken by the Company on CSR activities during the year are set out in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed as Annexure VI to this report. The said CSR Policy is hosted on the Company's website.

Cautionary Statement

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

Acknowledgement:

The Directors wish to place on record their deep sense of appreciation to the Company's Bankers and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

For and on behalf of the Board of Directors of Chokhani Securities Limited

Sd/-

Place: Mumbai Mr. Ramakant R. Chokhani Date: 29.05.2015 Chairman


Mar 31, 2014

The Directors are pleased to present their Twenty first Annual Report on the working of the Company together with the audited statements of accounts for the year ended 31st March, 2014.

Financial Results:

Current Year Previous Year March 31, 2014 March 31, 2013

Profit before Interest & Depreciation 53,934,128 25,396,313

Interest Paid - -

Profit before Depreciation 53,934,128 25,396,313

Depreciation - -

Profit before Tax 53,934,128 25,396,313

Provision for Tax & Deferred Tax Assets (16,150,000) (8,435,000)

Profit after Tax 37,784,128 16,961,313

Balance brought forward 190,749,588 173,996,372

Balance Available for Appropriation 228,533,717 190,957,685

Extra ordinary adjustment - -

Excess /(Short) Provision for Tax - (208,097)

Adjustment for prior year - -

Balance carried forward 228,533,717 190,749,588

Dividend:

Directors have not recommended any dividend.

Performance of the Company:

The Company recorded the total income of Rs.617.12 Lacs against 418.70 Lacs in the previous year. The pre-tax profit was also higher at Rs.539.34 lacs as against Rs.253.96 Lacs in the last year.

Your Directors are glad to report that in spite of adverse economic situation the performance of the company was good.

Directors'' Responsibility Statement:

The Directors hereby confirm that:

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and have 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.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

Conservation of Energy etc.:

Since the Company is not engaged in any manufacturing activity, information as required under the provisions of Section 217(1) (e) of the Act is not furnished. During the year under consideration, there was no foreign exchange earning or outgo.

Employees:

None of the employees of the Company was in receipt of remuneration in excess of the limit prescribed under Section 217(2A) of the Act read with the Rules made there under.

Directors:

To comply with the requirement of the Companies Act, 1956 and the Articles of Association of the Company Mr. Yogesh Raja shall retire by rotation and being eligible offers himself for re- appointment. It is also proposed to seek appointment of Mr. Pavin Gupta as an Independent Director for a period of three years.

Auditors:

Notes to the accounts are self explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. However, they are eligible for reappointment. Members are requested to appoint the Auditors and fix their remuneration.

Compliance Report:

The Company has received a Compliance Report under the provisions of Section 383A of the Companies Act, 1956 from Mr. Upendra Shukla, Practicing Company Secretary. The said report is annexed and forms part of this report.

Corporate Governance:

As required under clause 49 of the Listing Agreement a report on Corporate Governance and Auditors'' Certificate thereon are annexed.

Acknowledgement:

The Directors wish to place on record their deep sense of appreciation to the Company''s Bankers and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the''management of the Company.

For and on Behalf of the Board

Sd/-

Mr. Ramakant R Chokhani

Chairman

Place: Mumbai

Date: May 28, 2014


Mar 31, 2012

The Directors hereby present their Nineteenth Annual Report on the working of the Company together with the audited statements of accounts for the year ended 31st March, 2012.

Financial Results:

Current Year Previous Year March 31, 2012 March 31, 2011

Profit before Interest & Depreciation 1,56,16,346 66,88,468

Interest Paid - -

Profit before Depreciation 1,56,16,346 66,88,468

Depreciation - -

Profit before Tax 1,56,16,346 66,88,468

Provision for Tax & Deferred Tax Assets (45,60,000) (11,61,024)

Profit after Tax 1,10,56,346 55,27,444

Balance brought forward 16,29,61,107 15,74,33,658

Balance Available for Appropriation 17,40,17,453 16,29,61,107

Extra ordinary adjustment - -

Excess /(Short) Provision for Tax (21,081) -

Adjustment for prior year - -

Balance carried forward 17,39,96,372 16,29,61,107

Dividend:

Directors have not recommended any dividend.

Performance of the Company:

The Company recorded the total income of Rs 194.98 Lacs as againstRs 81.89 Lacs in the previous year. The pre-tax profit for the year was Rs 156.16 Lacs as compared to Rs 66.88 Lacs last year, Increase in profit is mainly on account of favorable market sentiments last year.

MANAGEMENT DISCUSSION AND ANALYSIS FOR 2011-2012.

Industry Structure and development

The performance of Sensex and Nifty during the entire FY12 was at -10.49% and -9.22%, respectively. The year gone by saw high interest rates, rising cost of imported fuel, moderating economy and a volatile political environment, which contributed to the dull market performance.

The Indian Economy has shown GDP of 8.2% during the year 2011-12 which is reflected into the earnings & profits of the Companies.

Regulations

The Capital Market is regulated by stringent rules and regulations of the Securities & Exchange Board of India (SEBI) and the Stock Exchanges.

Opportunity and threats

The Government is committed to encourage the healthy growth of Capital Market for development of the Economy. The Governments incremental expenditure on infrastructure & agriculture will boost the economy. However, recent steps to combat the inflation by increasing the bank rate and CRR by RBI from time to time may affect the market sentiments.

Future Outlook

You're Directors foresee coming year will be a challenging year. Recent steps by Govt & RBI to combat inflation will adversely affect both economy and company's profitability in years to come.

Internal Control System

There are reasonable internal control systems at all levels in the Company.

Risk Management

The management continuously access the risk involved in the business and all out efforts are made to minimize the risk.

Directors' Responsibility Statement:

The Directors hereby confirm that:

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and have 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.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

Conservation of Energy etc.:

Since the Company is not engaged in any manufacturing activity, information as required under the provisions of Section 217(1) (e) of the Act is not furnished. During the year under consideration, there was no foreign exchange earning or outgo.

Employees:

None of the employees of the Company was in receipt of remuneration in excess of the limit prescribed under Section 217(2A) of the Act read with the Rules made there under.

Directors:

The Board of Directors in its meeting held on 31st January, 2012 had appointed Mr. Pravin Gupta as Additional Director, who will be vacating the office in the forthcoming annual general meeting.

The Company has received a notice under Section 257 of the Companies Act, 1956 signifying the intention of proposing the appointment of Mr. Raja as Director. Mr. Yogesh Raja is a Commercial Graduate and has pass CA Inter. He has more than 12 years experience in finance and accounting.

To comply with the requirement of the Companies Act, 1956 and the Articles of Association of the Company Mr. Ramakant Chokhani shall retire by rotation and being eligible offers herself for re- appointment.

Auditors:

M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. However, they are eligible for reappointment. Members are requested to appoint the Auditors and fix their remuneration.

Corporate Governance:

As required under clause 49 of the Listing Agreement a report on Corporate Governance and Auditors' Certificate thereon are annexed.

Acknowledgement:

The Directors wish to place on record their deep sense of appreciation to the Company's Banker, registrars and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

For and on Behalf of the Board

Sd/-

Mr. Ramakant R Chokhani

Chairman

Place: Mumbai

Date: July 13, 2012


Mar 31, 2011

The Directors hereby present their Eighteeenth Annual Report on the working of the Company together with the audited statements of accounts for the year ended 31st March, 2011.

Financial Results:

Current

Year Previous Year

31.03.2011 31.03.2010

Profit before Interest & Depreciation 66,88,468 48,16,737

Interest Paid 0 0

Profit before Depreciation 66,48,468 48,16,737

Depreciation 0 2809

Profit before Tax 66,88,468 48,13.928

Provision for Tax & -11,61,024 -4992

Deferred Tax Assets -

Profit after Tax : 55,27,444 48,21,729

Balance brought forward 15,74,33,662 15,28,31,471

Balance Available for Appropriation 16,29,61,107 15,76,53,200

Extra ordinary adjustment 0

Excess /(Short) Provision for Tax (219538)

Adjustment for prior year

Balance carried forward 16,29,61,107 15,74,33,662

Dividend:

Directors have not recommended any dividend.

Performance of the Company:

The Company recorded the total income of Rs.81.90 lacs as against Rs.64.45 lacs in the previous year, a jump of 27%. The pre-tax profit for the year was Rs.66.88 lacs, higher by 39% compared to Rs 48.16 lacs last year, Increase in profit is mainly on account of bullish market sentiments last year which has favored shares and securities business.

Directors Responsibility Statement:

The Directors hereby confirm that:

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and have 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.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

Conservation of Energy etc.

Since the Company is not engaged in any manufacturing activity, information as required under the provisions of Section 217(1)(e) of the Companies Act 1956 is not furnished. During the year under consideration, there was no foreign exchange earning or outgo.

Employees:

None of the employees of the Company was in receipt of remuneration in excess of the limit prescribed under Section 217(2A) of the Act read with the Rules made there under.

Directors:

To comply with the requirement of the Companies Act, 1956 and the Articles of Association of the Company Mr. Rajesh Chokhani shall retire by rotation and being eligible offers herself for re-appointment.

Auditors:

M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. However, they are eligible for reappointment. Members are requested to appoint the Auditors and fix their remuneration.

Corporate Governance:

As required under clause 49 of the Listing Agreement a report on Corporate Governance and Auditors Certificate thereon are annexed.

Acknowledgement:

The Directors wish to place on record their deep sense of appreciation to the Companys Banker, registrars and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

For and on Behalf of the Board

Sd/-

Mr. Ramakant R Chokhani

Chairman

Place: Mumbai

Date: June 3, 2011


Mar 31, 2010

The Directors hereby present their Seventeenth Annual Report on the working of the Company together with the audited statements of accounts for the year ended 31st March, 2010.

Financial Results:

Current Year Previous Year 31.03.2010 31.03.2009

Profit before Interest & Depreciation 4,816,737 4,790,395

Interest Paid 0 0

Profit before Depreciation 4,816,737 4,790,395

Depreciation 2,809 3,446

Profit before Tax 4,813,928 4,786,949

Provision for Tax (4,992) 28,950

Deferred Tax Assets

- Fringe Benefit Tax

Profit after Tax 4,821,729 4,757,999

Balance brought forward 152,831,471 148,146,268

Balance Available for Appropriation 157,653,200 152,904,267

Extra ordinary adjustment (219,538) (72,796)

Excess /(Short) Provision for Tax Adjustment for prior year

Balance carried forward 157,433,662 152,831,471

Dividend:

Directors have not recommended any dividend.

Performance of the Company:

During the year capital market bounced back in view of revival of economy. The Indian economy recover faster than American and European economy, thanks to the timely measures taken by the government. The management remained cautious to avert any unforeseen loss.

The total income and pretax profit both were marginally higher compared to previous year. The company earned total income at Rs.64.45 lacs and made a pre-tax profit of Rs.48.14 lacs as against Rs.62.93 lacs and Rs.47.87 lacs respectively in the_previous year.

MANAGEMENT DISCUSSION AND ANALYSIS FOR 2009-2010 Industry Structure and development:

The Indian Markets is globalised and influenced much more by global development rather domestic influence. The global economy ,melt down witnessed in the year 2008-2009 had a very great impact on sentiments of investors. The various measures taken by the_govemment of India no doubt helped the economy to revive, sentiments of retail investors remain subdue. Institutional investor also were extra vigent to avoid loss.

Regulations

The Capital Market is regulated by stringent rules and regulations of the Securities & Exchange Board of India (SEBl) and the Stock Exchanges.

Opportunity and threats

Inspite of global slow down and inflation, the fundamentals of Indian economy at macro level are strong, supported by large domestic demand and strongly regulated banking system. Commitment of the Government to speed up reforms with timely measures will stimulate the healthy growth of capital market. The governments incremental expenditure en infrastructure and agriculture will boost the economy.

Directors foresee following threats/concerns for the markets:

1. Slow recovery of global economy may have adverse effect on Indian economy.

2. Dismal performance of exports and falling prices of metals in international market have adverse effect on Indian industry.

3. Reduced volume and leverage business into the market due to absence of retail participants.

Future Outlook

Your Directors are of the opinion that worse is over and revival is eminent globally though slow. The Company will be able to sustain income and profit in current year. The management is making all out efforts to enter into new fields such as wealth management, PMS, etc.

Internal Control System

There are reasonable internal control systems at all levels in the Company.

Risk Management

The management continuously access the risk involved in the business and all out efforts are made to minimize the risk.

Directors Responsibility Statement:

The Directors hereby confirm that:

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure.

b) Appropriate accounting policies have been selected and applied consistently and have 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.

c) Proper and sufficient care" has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

Conservation of Energy etc.

Since the Company is not engaged in any manufacturing activity, information as required under the provisions of Section 217(1)(e) of the Act is not furnished. During the year under consideration, there was no foreign exchange earning or outgo. , "

Employees:

None of the employees of the Company was in receipt of remuneration fn excess of the limit prescribed under Section 217(2A) of the Act read with the Rules made there under.

Directors:

Mrs. Neelam Chokhani resigned as Director on 12/04/2010 due to her pre-occupation. Mrs. Chokhani was associated with the Company since its inception. The Board of Directors places on record their deep sense of appreciation for the valued services rendered by her.

To comply with the requirement of the Companies Act, 1956 and the Articles of Association of the Company i Mr. U.C. Shukla shall retire by rotation and being eligible offers himself for re-appointment.

Auditors:

M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. However, they are eligible for reappointment. Members are requested to appoint the Auditors and fix their remuneration.

Compliance Report

Pursuant to Section 383A of the Companies Act, 1956 the Company has obtained a Compliance Report from M/s. Devendra Soni & Associates, Company Secretaries. The said report is annexed and forms part of this Directors.Report.

Corporate Governance:

As required under clause 49 of the Listing Agreement, a report on Corporate Governance and Auditors Certificate thereon are annexed.

Acknowledgement:

The Directors wish to place on record their deep sense of appreciation to the Companys Banker, registrars and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

Place: Mumbai

Date: June 1,2010 For and on Behalf of the Board Sd/-

Mr. Ramakant R Chokhani

Chairman



 
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