Mar 31, 2015
The Members
The Directors present their 35!lt (Thirty Fifth) Annual Report with
Audited Statement of Accounts for the year ended on March 31, 2015.
Financial Results
(Rs. In Lacs]
Particulars Year Ended Year Ended
31/03/2015 31/03/2014
Income 215.47 163.69
Profit before Depreciation 55.94 55.59
Depreciation 8.07 5.16
Profit after Depreciation 47.87 50.43
Provision for Taxation 14.16 15.63
Tax (Income Tax) paid for earlier period - -0.19
Profit aftertax 33.64 34.99
Surplus/Loss brought forward from the
previous 78.11 43.13
year
Total amount available for appropriation111.75 78.11
Surplus carried over 111.75 78.11
FINANCIAL HIGHLIGHTS
During the year Company has earned the income of Rs. 215.47 lacs as
compared to Rs. 163.69 lacs in the previous year.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
SHARE CAPITAL
During the year, the Company has allotted share warrants.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company Mr. Manoj Jain retire by
rotation at the ensuing Annual General Meeting, and being eligible
offers himself for reappointment.
As per the provisions of the companies Act, 2013, Independent Directors
are required be appointed for a term of five consecutive years, but
shall be eligible for reappointment on passing of a special resolution
by the company and shall not be liable to retire by rotation. All other
Directors, except the Managing Director, will retire at the ensuing
Annual General Meeting and, being eligible, offer themselves for re-
election. The independent Directors of your Company have given the
certificate of independence to your Company stating that they meet the
criteria of independence as mentioned under Section 149(6) of the
Companies Act, 2013.
The details of training and familiarization programmes and Annual Board
Evaluation process for Directors have been provided under the Corporate
Governance Report.
FUTURE OUTLOOK
With the new found positive momentum on economic front, the board of
directors is optimistic about growth in the business segment in which
company operates. The finance sector is scaling new high the directors
are confident of its positive effect on overall performance of the
company.
Particulars of loans, guarantees or investments by company
The Particulars of Loans or advances or investments made under section
186 are furnished in financial statement notes to account point no. 11.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY flES)
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business and
that the provisions of sections 188 of the Companies Act, 2013 are not
attracted. Thus disclosure in Form AOC-2 is not required. Further,
there are no material related party transactions during the year under
review with Promoters, Directors or Key Managerial Personnel. The
Company has developed a Related Party Transactions framework through
Standards Operating Procedures for the purpose of identification and
monitoring of such transactions.
All Related Party Transactions are placed before the Audit Committee as
also before the Board for approval. Omnibus approval was obtained on a
quarterly basis for transactions which are of repetitive nature.
Transactions entered into pursuant to omnibus approval are audited and
a statement giving details of all Related Party Transactions are placed
before the Audit Committee and Board for review and approval on a
quarterly basis.
The Policy on Related Party Transactions as approved by the Board of
Directors has been uploaded on the website of the Company. None of the
Directors has any pecuniary relationship or transactions vis- a-vis the
Company.
Material changes and commitment, if any, affecting the financial
position of the company occurred between the end of the financial year
to which this financial statements relate and the date of the report
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which
this financial statement relate on the date of this report.
OPERATIONS
Total revenue earned for the year is Rs. 2.15 crore on total Net worth
of Rs. 21.52 crore which has given gross Rol 7.17% and Net Rol 1.57 %.
DEPOSITS
During the year under review your company has not accepted any deposits
under Chapter V of Companies Act 2013.
FOREIGN EXCHANGE
There is no inflow and outflow of Foreign Exchange during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the Generally
Accepted Accounting Principles (GAAP) under the historical cost
conversion on accrual basis except for certain financial instruments,
which are measured at fair values, GAAP comprises mandatory accounting
standard as prescribed under section 133 of the Companies Act 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of
the Act (to the extent notified).
The Directors confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards had been followed and that no material departures have been
made from the same:
b. they have selected such accounting policies and 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 the financial year and of the profit and loss
of the company for that period;
c. they have taken proper and sufficient care 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. they have prepared the annual accounts on a going concern basis; and
e. they have laid down internal financial controls for the company and
such internal financial controls are adequate and operating
effectively; and
f. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social
Responsibility Policy as required under Section 135 of the Companies
Act, 2013, as the said provisions are not applicable.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement to report genuine
concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may
be accessed on the Company's website i.e ctcl.co.in
STATUTORY AUDITORS
M/s Suresh Anchaliya & Co., Chartered Accountants statutory auditors of
the Company retire at the ensuing Annual General Meting and being
eligible, offer themselves for re-appointment. Auditors have confirmed
their eligibility and willingness to accept the office, if
re-appointed.
The Report given by the Auditors on the financial statements of the
company is part of the Annual Report.
The Statutory Auditors, in their Report to the members, have observed
that the Special Resolution under section 186(3) of The Companies Act,
2013 is required to be passed in the General Meeting and the response
of Directors on them is as under;
The Statutory auditors are of the opinion that the company is not
eligible for exemption provided u/s 186(11) of The Companies Act, 2013
and hence approval of members is required, by way of special
resolution, in General Meeting of the company.
The Management has noted the observation made by the auditors and has
proposed special resolution, to comply with the relevant provisions of
the Companies Act, 2013, in this General Meeting. Draft of resolution
along with explanatory statement is appended to the notice of the 35th
Annual General Meeting (AGM) of the company.
SECRETARIAL AUDIT
Pursuant to the provisions of the Companies Act, 2013 and Rules there
on, Ms. Rupali Modi, Practising Company Secretary, has been appointed
to conduct Secetarial Audit of the company for the financial year
2014-15. The Secretarial Audit Report is annexed to this Report.
The Secretarial Auditors in their Report have pointed out that company
has not compied with some of the provisions of companies act 2013. The
comments made by the Secretarial Auditor and the response of Directors
on them are as under;
1.Non compliance of provisoins of section 186 of The Companies Act,
2013 Board's Response : The Management has noted the observation made
by the auditors and has proposed special resolution in this General
Meeting. Draft of resolution along with explanatory statement is
appended to the notice of the 35th Annual General Meeting (AGM) of the
company.
2. Non Apppointment of whole Time Company Secretary
Board's Response: The Board is aware of the relevant provisions of the
Companies Act 2013 with respect to appointment of Whole Time Company
Secretary and has made attmept to appoint one. However, it is still
not done as consensus between the board and the incumbant appointee
could not be reached. The board is agressively pursuing the matter and
is on look out for suitable candidate for the post. The Institue of
Company Secretaries of India provides online and offline platform for
the companies and its members to reach each other and the company has
taken full advantage to the same and board is hopeful and confident
that the appointment will be made soon..
3. Constitution of Board regarding Exectuive and Non Executive
Directors and.
Board's Response: In this Annual General Meeting the board has propsed
appointment of 3 (three) more directors to expand the board as well as
to bring in more talent and forsight in the present board. With the
appointment of additonal directors, as proposed, the board will be
properly constituted.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
conservation of energy and Technology absorption is not applicable to
the company.
RISK AND INTERNAL ADEQUACY
Your Company has an elaborate Risk Management procedure. Major risks
identified by the businesses and functions are systematically addresses
through mitigating actions on a continuing basis. During the year, your
Company has set up a new Risk Management Committee in accrodance with
the requirements of Listing Agreement to monitor the risks and their
mitigating actions. The key risks and mitigating actions are placed
before the Audit Committee of the Company.
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of operations. Signifanct
audit observations and follow up actions thereon are reported to the
Audit Committees. The Company's internal control envirenment and
monitors the implementation of audit recommendations, including those
relating to strenghening of the Company's risk management policies and
systems.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is provided of this Annual
Report, together with a Certificate from the Auditors of the Company
regarding compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange(s). A Certificate of the CFO of the Company in terms of
sub-clause (IX) of Clause 49 of Listing Agreement, inter alia,
confirming the correctness of the financial statements, adequacy of the
internal control measures and reporting of matters to the Audit
Committee, is also annexed.
The extract of annual return in Form MGT 9 as required under Section
92(3) and Rule 12 of the Companies (Management and Administration)
Rules, 2014 is appended as an Annexure to this Report.
Number of meetings of the board
The details of the number of meetings of the Board held during the
financial year 2014-15 forms part of the Corporate Governance Report.
The intervening gap between any two meetings was within the period
prescribed by Clause 49 of the Listing Agreement and the Companies Act,
2013.
Committees of the Board
Currently the Board have five Committees namely Committee of Directors,
Audit Committee, Nomination and Remuneration Committee, Share Transfer,
Investor Grievances & Stakeholders Relationship Committee and Risk
Management Committee. A detailed note on Board and its committees is
provided under the corporate governance section to this annual report.
Board Diversity
The Company recognises and embraces the importance of a diverse board
in its success. We believe that a truly diverse board will leverage
difference in thought, perspectives, knowledge, skill, regional and
industry experience, cultural and geographical background. The Board
has adopted the Policy on Board Diversity which sets out the approach
to diversity of the Board of Directors and the same is available on our
website ctcl.co.in
Remuneration and Nomination Policy
The Board of Directors of the Company has an optimum combination of
Promoter Director and Non- Executive Independent Directors, who have in
depth knowledge of the business and industry. The composition of the
Board is in conformity the Listing Agreement with the Stock Exchanges
and Companies Act, 2013.
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Policy
Personnel and Senior Management of the Company. This Policy also lays
down criteria for selection and appointment of Board Members.
Declaration by Independent Directors
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Programmes for familiarisation of Independent Directors
The details of programmes for familiarisation of Independent Directors
with the Company, nature of the Industry in which the Company operates,
business model of the Company and related matters are put up on the
website of the Company i.e ctcl.co.in
Retirement by rotation
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Company's Articles of Association, Mr. Manoj Jain
,Director retire by rotation and being eligible, offer herself for
re-appointment at the ensuing Annual General Meeting.
Brief details of the Director proposed to be appointed / Re - appointed
as required under Clause 49 of the Listing Agreement is provided in the
notice of the Annual General Meeting and forms an integral part of this
Annual Report.
Auditors' Certificate on corporate governance
A Certificate from a Practising Company Secretary confirming compliance
with the conditions of Corporate Governance under Clause 49 of the
listing Agreement is attached as annexure to Corporate Governance
Report to this Report.
Significant and material orders passed by the regulators or courts
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, your Company has formulated a policy on Related
Party Transactions. The policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions
between Company and Related Parties.
This policy specifically deals with the review and approval of Material
Related Party Transactions keeping in mind the potential or actual
conflicts of interest that may arise because of entering into these
transactions. All Related Party Transactions are placed before the
Audit Committee for review and approval. All Related Party Transactions
are subjected to independent review by a reputed accounting firm to
establish compliance with the requirements of Related Party
Transactions under the Companies Act, 2013 and Equity Listing
Agreement.
All Related Party Transactions entered during the year were in Ordinary
Course of the Business on Arm's Length basis. No Material Related Party
Transactions, i.e transactions exceeding 10% of the annual consolidated
turnover as per last audited financial sttements, were entered during
the year by your company. Accordingly, the disclosure of Related Party
Transactions as required under section 134(3) (h) of the Companies Act,
2013, AOC 2 is not applicable.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviours of any form and the Board has laid down the directives to
counter such acts. The code laid down by the Board is known as "code of
business conduct" which forms an Appendix to the Code. The Code has
been posted on the Company's website www.ctcl.co.in The Code lays down
the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their
business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the expected behaviour from
an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any.
The FRM Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-
clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code. PREVENTION OF SEXUAL HARASSMENT AT WORK
PLACE
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made
thereunder, your Company as constituted Internal Compliants Committees
(ICC). During the year, no complaints were filed with the company and
the same were investigated and resolved as per the provsions of the
Act.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required by Clause 55 of the
Listing Agreement with the Stock Exchanges is not applicable to your
Company for the financial year ended March 31, 2015.
ACKNOWLEDGEMENT
The Board of Directors wishes to express sincere thanks to Bankers,
Shareholders, Clients and Employees of the Company for extending their
support during the year.
REGISTERED OFFICE By Order of the Board of Directors
9, Botawala Building, 3rd Floor,
11/13, Horniman Circle, Fort,
Mumbai: 400001
Date: 13th August, 2015 Manoj Jain
Chairman
Mar 31, 2014
The Members
The Directors present their 34th (Thirty Fourth) Annual Report with
Audited Statement of Accounts for the year ended on March 31, 2014.
Financial Results
(Rs. In Lacs)
Particulars Year Ended Year Ended
31/03/2014 31/03/2013
Income 163.69 194.46
Profit before Depreciation 55.59 113.06
Depreciation 5.16 3.24
Profit after Depreciation 50.43 109.82
Provision for Taxation 15.63 36.74
Tax (Income Tax) paid for earlier period -0.19 0.17
Profit after Tax 34.99 72.91
Surplus/Loss brought forward from the previous 43.13 29.78
year
Total amount available for appropriation 78.11 102.69
Appropriation :
Bonus Share - -
Dividend - 51.25
Dividend Distribution Tax - 8.31
Surplus carried over 78.11 43.13
FINANCIAL HIGHLIGHTS
During the year Company has earned the income of Rs.163.69 lacs as
compared to Rs. 194.46 lacs in the previous year.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
SHARE CAPITAL
During the year, the Company has sub-divided its Equity shares from
face value of Rs. 10/- to face value of Rs. 1/- .
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company Mr.Manoj Jain retire by rotation
at the ensuing Annual General Meeting, and being eligible offers
himself for reappointment. Ms. Swati Panchal was appointed as an
Additional Director on the Company''s Board with effect from 14th
February, 2014 consequntly Mr. Lalit Maroo resigned from Directorship.
The Board places on record his appreciation for the distinguished
service and contribution made to the company by Mr. Lalit Maroo as
Director.
FUTURE OUTLOOK
With the new found positive momentum on economic front, the board of
directors is optimistic about growth in the business segment in which
company operates. The finance sector is scaling new high the directors
are confident of its positive effect on overall performance of the
company.
CSR INTIATIVE
Company will earmark a budget of Rs. 1 lac to be spent on "Clean India
"initiative. Company would finance for hygienic sanitation facilities
for girl students across 3 schools in the country.
OPERATIONS
Total revenue earned for the year is Rs. 1.63 crore on total Net worth
of Rs. 19.59 crore which has given gross RoI 8.32% and Net RoI 1.79 %.
DEPOSITS
During the year under review your company has not accepted any deposits
within the meaning of Section 58A of The Companies Act, 1956.
FOREIGN EXCHANGE
There is no inflow and outflow of Foreign Exchange during the year.
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, 2014 the applicable accounting standards have been
followed, along with proper explanation relating to all material
departures.
(ii) That they have, in the selection of the accounting policies,
consulted the statutory auditors and have applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of financial year and of the profit of the Company for that period.
(iii) They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March, 2014 on a going concern basis.
AUDITORS
M/s Suresh Anchaliya & Co., Chartered Accountants statutory auditors of
the Company retire at the ensuing Annual General Meting and being
eligible, offer themselves for re-appointment. Auditors have confirmed
their eligibility and willingness to accept the office, if re-appointed
and The Company has received a certificate from them under Section
224(1-B) and 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 as required under
Section 217(3) of the Companies Act, 1956.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation of energy and
Technology absorption is not applicable to the company.
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.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is provided of this Annual
Report, together with a Certificate from the Auditors of the Company
regarding compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange(s). A Certificate of the CEO of the Company in terms of
sub-clause(v) of Clause 49 of Listing Agreement, inter alia, confirming
the correctness of the financial statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee, is
also annexed.
ACKNOWLEDGEMENT
The Board of Directors wishes to express sincere thanks to Bankers,
Shareholders, Clients and Employees of the Company for extending their
support during the year.
REGISTERED OFFICE By Order of the Board of Directors
9, Botawala Building, 3rd Floor,
11/13, Horniman Circle, Fort,
Mumbai: 400001
Date: 1st September, 2014 Manoj Jain
Director
Mar 31, 2010
The Directors have great pleasure in presenting ANNUAL REPORT along
with the Audited Balance Sheet and Profit And Loss Account, for the
year ended 31st March, 2010.
I.FINANCIAL RESULTS:
PARTICULARS Year Ended
(Amt in Rs.)
31.03.2010 31.03.2009
Income 14,832,048 811.897
Expenditure 14,537,361 775,917
Depreciation 0 0
Profit/(Loss) before Taxation 294,687 35,980
Less: Provision For Taxation
Current Year 45,529 3,710
Fringe Benefit Tax 0 665
Profit After Tax 249,158 31,605
Add: Balance brought from Last Year (1,793,485) (1,825,090)
Balance Carried to Balance Sheet (1,544,327) (1,793,485)
2. OPERATIONS:
- During the year Companys net profit before tax is Rs. 2, 94, 687
compared to previous year figure of Rs.35, 980/-The Company is planning
to focus on various other businesses in future. The company is planning
to revive the listing status of the company by revoking the suspension
of the Trading of the Companys Scrip in the stock exchange.
3. DIVIDEND:
In order to use the earnings for the future growth, your Directors do
not recommend any dividend for the current year.
4. CHANGE OF MANAGEMENT:
During the year, MR. SURESH KUMAR SOMANI have acquired 36,500 Equity
Shares of CONFIDENCE TRADING COMPANY LIMITED ("The Company") through
Share Purchase Agreement entered with Ms. Sridevi Chimalamarri,
Erstwhile Promoter of the Company on June 24, 2009 aggregating to
73.00% of the paid up capital of the Company and make an open offer for
the aforesaid acquirer as per the SEBI (Substantial Acquisition of
Shares & Takeovers) Regulations, 1997 and accordingly, on completion of
all the formalities of Open Offer Mr. Suresh Kumar Somani took the
control over the company appointed as executive director w.e.f. 23rd
November 2009.
Further, Mrs. Anjula Maheshwari, Wife of Mr. Suresh Somani was
appointed as the Director of the Company due to the sudden demise of
Mr. Suresh Kumar Somani on March 25, 2010.
The company is having corporate office at Indore.
5. DIRECTORS:
New Appointment
Due to Change in management and control of the company, there were
following appointment and resignation received from the directors which
are as follows:
a) Mr. Suresh Kumar Somani s/o Rameshwar Lal Somani was appointed as an
Additional Director of the Company on 23.11.2009 who expired on March
5, 2010.
b) Mr. Shriram Bhuraial Samria s/o Bhuralal Samria was appointed as an
Additional Director of the Company on 23.11.2009.
c) Mr. Anand Baheti s/o Mahesh Kumar Baheti was appointed as an
Additional Director of the Company on 23.11.2009.
d) Mrs. Anjula Maheshwari w/o Suresh Kumar Somani was appointed as the
Director of the Company due to the sudden demise of Mr. Suresh Kumar
Somani on March 25, 2010
Resignation
a) Mr. S Krishna Rao s/o Mr. K Seetharaman resigned as the Director of
the Company on 29.01.2010.
8. AUDITORS:
M/s. Narendra Bhandari & Co., Chartered Accountants will hold office
from the conclusion of the forthcoming Annual General Meeting. He has
signified his willingness to accept appointment and has further
confirmed his eligibility under Section 224 (1B) of the Companies Act,
1956.
9. AUDITORS REPORT:
M/s. Narendra Bhandari & Co., Chartered Accountants, the Statutory
Auditors of your Company, submitted their reports for the year ended
March 31. 2010 which are self explanatory and requires no comments or
explanation under Section 217(3) of the Companies Act, 1956.
10. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of section 212 of the
Companies Act, 1956 is not applicable.
11. PARTICULARS OF EMPLOYEES:
Particulars of employees, as required by section 217 (2A) of the
Companies Act, 1956 read with companies (Particulars of Employees)
Rules, 1975 as amended. are not given as no employees are drawing
salary in excess of the limits of the section 217 (2A).
12.CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Since your Company does not own manufacturing facility, the particulars
relating to the conservation of energy and technology absorption as
prescribed u/s. 217 (1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules. 1988 do not apply to the Company in respect of the
year under reference
The Company has not earned or expended any foreign exchange during the
year under the reference.
b) Mr. Sashi Chimalamarri s/o Mr. Subbar Rao resigned as the Director
of the Company on 29.01.2010.
c) Mr. Stanley Gilbert Felic Melkhasingh s/o Mr. Stanley Gilbert
resigned as the Director of the Company on 29.01.2010.
d) Mrs. Sridevi Chimalamarri s/o Mr. Kameswara Sarma Kundamudi
resigned as the Director of the Company on 29.01.2010.
Mr. Shriram Samaria. Mr. Anand Baheti have been appointed as a Director
w.e.f. 23rd November, 2009 and Mrs. Anjula Maheshwari has been
appointed as a Director w.e.f. 25th March, 2010 pursuant to Section
260 of the Companies Act, 1956. They will vacate office at the ensuing
Annual General Meeting and offers them selves for appointment as
directors at the ensuing Annual General Meeting. Your company has
receives notice in writing from a member proposing their candidature
for appointment as Directors.
6. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That the Directors have selected such accounting policies and
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 the financial year and of the
financial year and of the Profit of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the
maintenances 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.
iv. That the Directors have prepared the Annual accounts on a going
concern basis.
7. DEPOSITS:
During the year your company has not accepted any deposits from the
public.
13. APPRECIATION:
The Directors wish to take this opportunity to thank all the
Shareholders. Banks & Customers for their Co-Operation & support
extended to the company.
BY ORDER OF THE BOARD
For CONFIDENCE TRADING COMPANY LTD
DATE: 25/08/2010
PLACE: Indore Mr. Shriram Samria Mr. Anand Baheti
Director Director
Mar 31, 2009
The Directors have great pleasure in presenting 28TH ANNUAL REPORT
along with the Audited Balance Sheet and Profit And Loss Account, for
the year ended 31st March, 2009.
1. FINANCIAL RESULTS:
PARTICULARS Year ended
(Amt. In Rs.)
31.03.2009 31.03.2008
Income 811,897.08 1,249,403.56
Expenditure 775,917.46 1,210,694.43
Depreciation 0 0
Profit/(Loss) before Taxation 35,979.62 38,709.13
Less Provision for Taxation
Current Year 3,710 4,343
Fringe benefit Tax 665 0
Profit after Tax 31,604.62 34,366.13
Add : Balance brought from
last year (1,825,089.50) (1,859,455.63)
Balance Carried to Balance Sheet (1,793,484.88) (1,825,089.50)
2. OPERATIONS:
During the year Companys net profit before tax is Rs 35979.62 compared
to previous year figure of Rs.38, 709/- The Company is planning to
focus on various other business in future. The company is planning to
revive the listing status of the company by revoking the suspension of
the Trading of the Companys Scrip in the stock exchange.
3. DIVIDEND
In order to use the earnings for the future growth, your Directors do
not-recommend any dividend for the current year.
4. DIRECTORS:
New Appointment
No Now Appointment
Resignation
No Resignaton
Retire By Rotation
During the year Mr. Shashi Chimalamarri and Mr. Krishna Rao. Director
of the company are retiring by rotation & being eligible offers
themselves for reappointment.
5. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That the Directors have selected such accounting policies and
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 the (manual year and of the
financial year and of the Profit of the Company for that period.
iii. That the directors have taken proper and sufficient care for the
maintenances 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.
iv That the Directors have prepared the Annual accounts on a going
concern basis
6. DEPOSITS:
During the year your company has not accepted any deposits from the
public
7. AUDITORS:
M/s.Shabbir & Associates., Chartered Accountants, Chennai will hold
office from the conclusion of the forthcoming Annual General Meeting.
Me has signified his willingness to accept appointment and has further
confirmed his eligibility under Section 224 (lB) of the Companies Act,
1956.
8. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of section 212 of the
Companies Act, 1956 is not applicable,
9. CORPORATE GOVERNANCE CODE:
The Board had implemented Corporate Governance Code in pursuance of
clause 49 of Listing Agreement during the year. The report on Corporate
Governance is annexed hereto forming part of this report. The requisite
certificate from Statutory Auditors of the Company on implementation of
requirements of the Corporate Governance is also annexed herewith
forming part of this report.
10. PARTICULARS OF EMPLOYEES:
Particulars of employees, as required by section at 217 (2A) of the
Companies Act. 1956 read with companies (Particulars of Employees)
Rules, 1975 as amended, are not given as no employees are drawing
salary in excess of the limits of the section 217 (2A)
11. CONSERVATION OF ENERGY:
Even though, the major activity of your company does not involve high
consumption of energy, your company is making all efforts to optimize
usage of energy.
12. TECHNOLOGY ABSORPTION:
Your Company have not imported any technology, hence no details are
given.
13. APPRECIATION:
The Directors wish to lake this opportunity to. thank all the
Shareholders, Banks & Customers lor then Co-Operaiion & support
extended to the company.
BY ORDER OF THE BOARD
For CONFIDENCE TRADING COMPANY LTD
DATE: 01.09.2009
PLACE: Chennai
Mr. Krishna Rao Mr S G F Melkhasingh
(Director) (Director)