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Directors Report of Crest Ventures Ltd.

Mar 31, 2014

Dear Members,

The Directors submit the Thirty Second Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2014.

FINANCIAL RESULTS

(Rs. in lacs) Standalone Consolidated 2013-14 2012-13 2013-14 2012-13 Profit before finance costs, depreciation and tax 906.68 816.33 1625.53 1033.69

Finance Costs (809.81) (608.50) (1065.17) (977.06)

Depreciation (4.09) (4.50) (282.52) (298.90)

Profit/(Loss) before tax 92.78 203.33 277.84 (242.27) Provision for tax

Current tax - - (148.99) (196.08)

MAT credit - - 3.28 0.02

Deferred tax 22.38 0.95 (890.05) 209.54

Profit/(Loss) for the year after tax 115.16 204.28 (757.92) (228.79)

Income tax for earlier years 1.00 - 1.00 6.85

Share of profit from - - 1858.94 493.29 associates

Minority interest - - (87.18) (130.64)

Balance brought forward from previous year 4038.84 3962.41 4116.47 4152.26

Profit available for 4155.00 4166.69 5131.31 4292.97 appropriation

Appropriations:

Special reserve (23.24) (41.00) (23.24) (41.00)

Proposed dividend on equity shares (86.85) (86.85) (86.85) (86.85)

Tax on distributed profits (5.41) - (46.87) (48.65)

Balanced to be carried forward 4039.50 4038.84 4974.35 4116.47

DIVIDEND

Your Board has recommended a dividend of Rs. 0.50 per share of Rs. 10 each (@ 5 %) on 17,370,000 equity shares for the financial year ended March 31, 2014 amounting to Rs. 8,685,000. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those members, whose names appear in Register of Members as on September 13, 2014.

FINANCIAL PERFORMANCE

The total income on a standalone basis for 2013-14 is Rs. 3,441.58 lacs as compared to Rs. 1,174.73 lacs in the year 2012-13. The profit after tax is Rs. 116.16 lacs as compared to a profit of Rs. 204.28 lacs during the previous year. The consolidated income grew from Rs. 14,069.81 lacs in the year 2012-13 to Rs. 17,366.13 lacs for the year 2013-14. The consolidated profit of the group for the year is recorded at Rs. 1014.84 lacs as compared to a profit of Rs. 140.71 lacs during the previous year.

OPERATIONAL PERFORMANCE

Your Company operates in three main segments viz., Investment in businesses, Credit business and Real Estate development.

To consolidate our investments in the financial services we have joined hands with a strong financial partner and have successfully completed the takeover of Fortune Financial Services (India) Limited. All our broking businesses other than Prebon Yamane (India) Limited will be consolidated under the "Fortune" fold.

Our subsidiary, Tamarind Tours Private Limited which focuses on inbound tourism has shown steady growth and is diversifying into other international markets.

Our investment in SAI Consulting Engineers Private Limited has contributed to your Company in the form of dividends and has also provided us technical support in implementing our various real estate projects.

Phoenix Market City, Chennai, your Company''s flagship mixed use development at Velachery, Chennai has received the "CNBC Award for the Best Retail Project in Chennai". The occupancy and footfalls at the mall have increased manifold. The residential project is also in advanced stage for handover to the buyers. Our project at Halls Road, Chennai is on the verge of completion and the KNK and Raipur projects have received clearances and your Company will commence construction soon.

All the above businesses are discussed in detail in the Management Discussion and Analysis section forming part of this Report.

SUBSIDIARIES

The Company had 10 subsidiaries as on March 31, 2014. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 8, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing required financial details of the Company''s subsidiaries for the year ended March 31, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiaries companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary companies will also be kept for inspection (by any shareholder of the Company) from September 22,2014 to September 24, 2014 from 2.00 p.m. to 5.00 p.m. at the Registered Office of the Company i.e. 4 floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai - 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with listed capital of Rs. 173,700,000.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and that of Article 98 of the Articles of Association of the Company and/or the terms of appointment, Mr. Mahesh Shirodkar, is liable to retire at the ensuing Annual General Meeting. Mr. Mahesh Shirodkar, being eligible, has offered himself for re-appointment.

Your directors have proposed to alter the terms of appointment of Mr. Vijay Choraria, Managing Director so as to make him Director retiring by rotation for reasons as stated in the Explanatory Statement to the Notice of Thirty Second Annual General Meeting of the Company (forming part of this Annual Report) pursuant to Section 102 of the Companies Act, 2013.

It has been proposed to make the composition of the Board in line with Section 152 of the Companies Act, 2013 on account of provisions of Section 152(6) of the Companies Act, 2013. Accordingly Independent Directors are being reappointed for a period of 5 years from the date of AGM and they will not be liable to retire by rotation.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of Directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made 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 the profit of the Company for that period;

iii. We have taken proper and sufficient care 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. We have prepared the accounts for the financial year ended March 31, 2014 on a going concern basis.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, (Firm Registration No. - 101720W) Mumbai, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for three years and to hold office from the conclusion of this AGM till the conclusion of the Thirty Fifth AGM to be held in the year 2017 subject to ratification of their appointment at every AGM. M/s. Chaturvedi & Shah, Chartered Accountants have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the Board of Directors) Rules 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2014.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the Government, regulators, stock exchanges, other statutory bodies, Government agencies, the financial institutions, business associates and your Company''s bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company''s employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Place: Mumbai Vasudeo Galkar Date : May 27, 2014 Chairman


Mar 31, 2013

To The Members,

The Directors submit the Thirty First Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2013.

FINANCIAL RESULTS

a. The standalone financial performance of the Company for the financial year ended March 31, 2013 is summarised below:

(Rs. in lacs)

Year ended March 31, 2013 2012

Profit before interest, depreciation and tax 816.28 927.74

Depreciation (4.50) (5.14)

Interest (608.45) (612.95) (502.06) (507.20)

Profit before tax 203.33 420.54

Provision for tax

Current tax (30.50)

Mat credit 12.11

Deferred tax credit 0.95 0.95 6.69 (11.70)

Profit for the year after tax 204.28 408.84

Income tax for earlier years 36.95

Balance brought forward from previous year 3962.40 3680.46

Amount available for appropriatio 4166.68 4126.25

Appropriations:

Special reserve (41.00) (89.50)

Proposed dividend on equity shares (86.85) (127.85) (74.35) (163.85)

Balance to be carried forward 4038.83 3962.40

b. Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2013 is summarised below:

(Rs. in lacs)

Year ended March 31, 2013 2012

Profit before interest, depreciation and tax 1033.69 518.36

Interest (977.06) (876.92)

Depreciation (298.90)( 1275.96) (289.97) (1166.89)

Profit/(Loss) before tax (242.27) (648.53)

Provision for tax

Current tax (196.08) (226.72)

Mat credit 0.02 19.92

Deferred tax credit 209.54 13.48 437.02 230.22

Profit/(Loss) for the year after tax (228.79) (418.31)

Income tax for earlier years 6.85 24-76

Share of profit from associates 493.29 275.82

Minority interest (130.64) 24.97

Balance brought forward from previous year 4152.26 4527.43

Amount available for appropriation 4292.97 4434.67

Appropriations:

Special reserve (41.00) (89.50)

Proposed dividend on equity shares (86.85) (74.35)

Tax on distributed profit (48.65) (176.50) (118.56) (282.41)

Balance to be carried forward 4116.47 4152.26

DIVIDEND

Your Board has recommended a dividend ofRs. 0.50 per share ofRs. 10 each (@ 5 %) on 17,370,000 equity shares for the financial year ended March 31, 2013 amounting to Rs. 8,685,000. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those members, whose names appear in Register of Members as on July 21, 2013.

FINANCIAL PERFORMANCE

The total income on a standalone basis for 2012-13 is Rs. 1,174.73 lacs as compared to Rs. 1,246.69 lacs in the year 2011-12. The profit after tax is Rs. 204-28 lacs as compared to a profit ofRs. 445.80 lacs during the previous year. The consolidated income grew from Rs. 13,447.68 lacs in the year 2011-12 to Rs. 14,069.81 lacs for the year 2012-13. The consolidated profit of the group for the year is recorded at Rs. 140.71 lacs as compared to a loss ofRs. 92.76 lacs during the previous year.

OPERATIONAL PERFORMANCE

Your Company operates in three main segments viz., Investment in businesses, Credit business and Real Estate development. The year under review was quiet challenging, however we kept our focus on execution of our ongoing projects and continued looking at opportunities for growing the financial services business.

Our investments in the broking subsidiaries viz., ITI Financial Services Limited, ITI Securities Limited and Prebon Yamane (India) Limited grew marginally with mixed returns and we plan to grow in this space through mergers and/or acquisition. Our investment Tamarind Tours Private Limited focusing on tours and travels business is also on an expansion spree with addition of sales heads for the prospective growth and lining up of tours for customers in the Middle East and it has tied up with a company as its representative in UK. Our investment in SAI Consulting Engineers Private Limited also contributed to the growth of your Company with further business prospects in the African region and opening of new offices in this region.

Our investments in Real Estate business saw our efforts yield results with the opening of ''Phoenix Market City'' Mall at Velachery, Chennai. This project is one of the major milestones achieved by your Company with well known brands opening their outlets. On the residential front our developments in residential tower ''Crest'' in Velachery has received good response and construction is in full swing. We believe this project will be a land mark in the Chennai sky line. Our developments of residential towers in Egmore, Valmiki Nagar and Nugambakkam all in the Chennai city is also under progress as planned and all the necessary approvals should be in place soon. Similarly we also plan to develop 52 acres of land in Raipur during the current financial year and have applied for all the necessary approvals and the constructions would commence as soon as we receive the same.

All the above businesses are discussed in detail in the Management Discussion and Analysis section forming part of this Report.

SUBSIDIARIES

The Company had 10 subsidiaries as on March 31, 2013. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 08, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing required financial details of the Company''s subsidiaries for the year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such.information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiary companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary Companies will also be kept for inspection (by any member of the Company) from July 24, 2013 to July 26, 2013 between 2.00 pm to 5.00 pm at the Registered Office of the Company i.e. 4th floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai- 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

CHANGE IN SHARE CAPITAL

Pursuant to the approval of shareholders by way of Special Resolution passed through Postal Ballot on December 19, 2012, 25,00,000 (Twenty-five Lacs) Equity Shares ofRs. 10 each at a premium ofRs. 65 per share were allotted to Mr. Pishu V Chainani on preferential basis in accordance with the regulations for Preferential Issues contained in Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Consequently the paid up share capital of the Company increased from Rs. 14.87 crores to Rs. 17.37 crores.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules thereunder.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of Article 98 of the Articles of Association of the Company and/or the terms of appointment, Mr. Manish Goswami, is liable to retire at the ensuing Annual General Meeting. Mr. Manish Goswami, being eligible, has offered himself for re-appointment.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of the Director proposed to be appointed / re-appointed is attached along with the Notice of the ensuing Annual General Meeting.

The Board of Directors recommends the re-appointment of Mr. Manish Goswami.

MANAGING DIRECTOR

Mr. Vijay Choraria, was re-appointed as the Managing Director of the Company for further period of 5 years w.e.f. September 01, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

i. In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made 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 the year ended on that date;

iii. We have taken proper and sufficient care 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. We have prepared the accounts for the financial year ended March 31, 2013 on a going concern basis.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, who hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the financial year 2013-14. Members are requested to consider their re-appointment and authorise the Board to fix their remuneration.

AUDITORS'' REPORT

The notes to accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanation.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the board of directors) Rules 1988 in respect of conservation of energy and technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2013.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the Government, regulators, stock exchanges, other statutory bodies, Government agencies, the financial institutions, business associates and your Company''s bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company''s employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Place : Mumbai Vasudeo Galkar

Date -.May 06, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2012.

FINANCIAL RESULTS

a. The stand-alone financial performance of the company for the financial year ended March 31, 2012 is summarized below.

(Rs. in lacs)

Year ended March 31, 2012 2011

Profit before interest, depreciation and tax 927.74 575.31

Depreciation (5.14) (4.82)

Interest (502.06) (354.76)

Profit before tax 420.54 215.73

Provision for tax Current tax (30.50) (26.50)

MAT credit 12.11 (29.13)

Deferred tax credit 6.69 (11.70) 0.44 (55.19)

Profit for the year after tax 408.84 160.54

Income tax for earlier years 36.95 (0.51)

Surplus brought forward 3680.46 3639.63

Profit available for appropriation 4126.25 3799.66

Transferred to general reserve - -

Transferred to special reserve (89.50) (32.50)

Proposed dividend on equity shares (74.35) (74.35)

Tax on distributed profits - (163.85) (12.35) (119.20)

Balance to be carried forward 3962.40 3680.46

Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2012 is summarized below. (Rs. in lacs)

Year ended March 31, 2012 2011

Profit before interest, depreciation and tax 518.36 (392.36)

Interest (876.92) (639.29)

Depreciation (289.97) (1166.89) (267.57) (906.86)

Profit/(Loss) before tax (648.53) (1299.22)

Provision for tax Current tax (226.72) (325.85)

MAT credit 19.92 (35.47)

Deferred tax credit 437.02 230.22 303.75 (57.57)

Profit/(Loss) for the year after tax (418.31) (1356.79)

Income tax for earlier years 24.76 37.31

Share of profit from associates 275.82 217.55

Minority interest 24.97 80.32

Surplus brought forward 4527.43 5674.22

Profit available for appropriation 4434.67 4652.61

Appropriations:

Transferred to special reserve (89.50) (32.50)

Proposed dividend on equity shares (74.35) (74.35)

Tax on distributed profits (118.56) (282.41) (18.33) (125.18)

Balanced to be carried forward 4152.26 4527.43

DIVIDEND

Your Board has recommended a dividend of Rs. 0.50 per share of Rs. 10 each (@ 5%) on 14,870,000 equity shares for the financial year ended March 31, 2012. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those shareholders, whose names appear in Register of Members as on August 4, 2012(Book Closure Date).

OPERATIONAL PERFORMANCE

The stand alone income in 2011-12 is Rs. 1246.69 lacs as compared to Rs. 863.37 lacs in the year 2010-11. The profit after tax is Rs. 445.80 lacs as compared to a profit of Rs. 160.03 lacs the previous year. The consolidated income grew from Rs. 12,068.89 lacs in the year 2010-11 to Rs. 13,448.12 for the year 2011-12; however the consolidated loss of the group for the year stood at Rs. 92.76 lacs, as compared to a loss of Rs. 1,021.61 lacs in the previous year.

SUBSIDIARIES

As on March 31, 2012 the Company has 11 subsidiaries. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 8, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing brief financial details of the Company's subsidiaries for the year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiaries companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary companies will also be kept for inspection (by any shareholder of the company) at the Registered Office of the Company i.e. 4th floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai - 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with listed capital of Rs. 14,87,00,000.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of the Articles of Association of the Company and/or the terms of appointment, Mr. Vasudeo Galkar, is liable to retire at the ensuing Annual General Meeting. Mr. Vasudeo Galkar, being eligible, has offered himself for re-appointment.

The Board of Directors recommends the re-appointment of Mr. Vasudeo Galkar.

MANAGING DIRECTOR

The term of Mr. Vijay Choraria, as the Managing Director of the Company expires on August 31, 2012.

The Board of Directors has decided to re-appoint Mr. Vijay Choraria as the Managing Director for a further period of 5 years ending August 31, 2017.

The reappointment and remuneration payable to Mr. Vijay Choraria has been recommended by the Nomination & Remuneration Committee at its meeting held on May 29, 2012.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of Directors/Managing Director proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

During the year under review Mr. AmirTarik Gore and Mr. Bharat Ruia resigned from the Board of the Company. The Company appreciates and places on record the services rendered by Mr. AmirTarik Gore (resigned w.e.f. May 30, 2011) & Mr. Bharat Ruia (resigned w.e.f. February 13, 2012) during their tenure as Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2012 the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

iii. We have taken proper and sufficient care 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. We have prepared the accounts for the financial year ended March 31, 2012 on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate social responsibility is represented by the contributions undertaken by companies to society through its core business activities, its social investment and programmes in this field. We at Sharyans believe that social responsibility should be a part of the company's philosophy.

The company has an active CSR desk. The company actively supports various NGOs for causes they work for. The company helped raise funds by supporting them financially and also by getting the employees actively work for them from time to time.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, as well as the Auditors' Certificate confirming compliance of conditions of corporate governance, is set out in the annexure forming part of this report.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, who hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the financial year 2012-13. Members are requested to consider their re-appointment and authorise the board to fix their remuneration.

AUDITORS' REPORT

The notes to Accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanations as per the provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2012.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the government, regulators, stock exchanges, other statutory bodies, government agencies, the financial institutions, business associates and your Company's bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company's employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Place: Mumbai

Date: May 30, 2012 Chairman


Mar 31, 2010

The directors have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of the company and its subsidiaries together with the audited financial statements for the year ended March 31, 2010.

FINANCIAL RESULTS

a. Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2010 is summarized below

(Rupees in lacs) Year ended March 31, 2010 2009

Profit before interest, depreciation and tax 1604.63 576.69

Interest (371.67) (405.70)

Depreciation (264.94) (636.61) (258.81) (664.51)

Profit/(Loss) before tax 968.02 (87.82)

Provision for tax Current tax (412.61) (308.10)

Fringe benefit tax (0.24) (20.79)

Mat credit (11.80) 22.06

Deferred tax credit 15.94 (408.71) 273.57 (33.26)

Profit/(Loss) for the year after tax 559.30 (121.08)

Income tax for earlier years 12.92 1.65

Share of profit from associates 208.33 102.61

Minority interest (113.51) 68.26

Profit for the year of the group 667.04 51.45

Surplus brought forward 5365.06 5645.28

Profit available for appropriation 6032.10 5696.73

Appropriations:

Transferred to general reserve (18.20) (15.00)

Transferred to special reserve (72.60) (41.14)

Proposed dividend on equity shares (223.05) (223.05)

Tax on distributed profits (44.03) (357.88) (52.48) (331.67)

Balanced to be carried forward 5674.22 5365.06

a. The stand-alone financial performance of the company for the financial year ended March 31, 2010 is summarized below

(Rupees in lacs)

Year ended March 31, 2010 2009

Profit before interest, depreciation and tax 441.53 243.61

Depreciation (5.70) (6.58)

Interest (1.89) (7.59) (0.10) (6.68)

Profit before tax 433.94 236.93

Provision for tax

Current tax (53.50> (22.00)

Fringe benefit tax - (1.51)

Mat credit (18.15> (8.52)

Deferred tax credit 0.61 (71.04) 0.78 (31.25)

Profit for the year after tax 362.90 205.68

Income tax for earlier years 12.92 1.65

Surplus brought forward 3615.56 3725.33

Profit available for appropriation 3991.38 3932.66

Appropriations:

Transferred to general reserve (18.20) (15.00)

Transferred to special reserve (72.60) (41.14)

Proposed dividend on equity shares (223.05) (223.05)

Tax on distributed profits (37.91) (351.76) <37.91) (317.10)

Balance to be carried forward 3639.62 3615.56

DIVIDEND

Your board has recommended a dividend of Rs.1.50 per share of Rs.10 each (@15%) on 14,870,000 equity shares for the financial year ended March 31, 2010. The dividend, if approved, at the ensuing annual general meeting will be paid to all those shareholders, whose names appear in register of members 6k share transfer books as on July 31, 2010.

OPERATIONAL PERFORMANCE

The consolidated gross income for 2009-10 is Rs 10554.48 lacs as compared to Rs 8005.78 lacs in 2008-09. The consolidated profit of the group after tax and minority interest increased to Rs. 667.03 lacs as compared to Rs. 51.45 lacs during the previous year.

SUBSIDIARIES

Your company has obtained exemption pursuant to Section 212 (8) of the Companies Act, 1956, from Government of India, Ministry of Company Affairs, vide its letter ref.47/264/2010-CL-III dated May 17, 2010 from attaching the annual accounts of its subsidiaries to the annual accounts of the company for the financial year ended March 31, 2010. The subsidiaries are listed below.

a. Intime Spectrum Securities Ltd.

b. Intime Spectrum Finmart Pvt. Ltd.

c. Intime Spectrum Commodities Pvt. Ltd.

d. Tamarind Tours Pvt. Ltd.

e. Sharyans Wealth Management Pvt. Ltd.

f. Prebon Yamane (India) Ltd. - Step down subsidiary

g. ITI Financial Services Ltd. - Step down subsidiary h. ITI Investor Services Ltd. - Step down subsidiary i. Collins Stewart India Ltd. - Step down subsidiary

j. ITAI Investment Advisory Services Pvt. Ltd. - Step down subsidiary

The company undertakes that the annual accounts and detailed information of its subsidiaries as stated above shall be made available to the investors of the company and its subsidiaries seeking such information at any point of time.

The company also undertakes that the annual accounts of the said subsidiary companies will be kept for inspection by any investor at Sharyans Centre, 6th Floor, 3, Guru Nanak Road, Bandra (West), Mumbai - 400050 i.e. the registered office of the company.

LISTING

At present the shares of the company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with a listed capital of Rs. 148,700,000.

FIXED DEPOSITS

Your company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules there under

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of the Articles of Association of the company and/or the terms of appointment, Mr. AmirTarik Gore &. Mr. Bharat Ruia are liable to retire at the ensuing annual general meeting.

Mr. AmirTarik Gore & Mr. Bharat Ruia, being eligible, have offered themselves for re-appointment.

The board of directors records its appreciation for the contribution rendered by Mr. Altaf Wahedna (resigned w.e.f. April 21, 2010) during his tenure as director of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your directors confirm that: -

i. In the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year;

iii. We have taken proper and sufficient care 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. We have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, as well as the auditors certificate confirming compliance of conditions of corporate governance, is set out in the annexure forming part of this report.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumhai, who hold office until the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment for the financial year 2010-11. Members are requested to consider their re-appointment and authorize the board to fix their remuneration.

AUDITORS REPORT

The notes to accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanations as per the provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of section 217(2A) of Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the board of directors) Rules 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earning and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2010.

ACKNOWLEDGMENTS

Your directors place on record their sincere appreciation for the guidance and assistance extended by the government, regulators, stock exchanges, other statutory bodies, government agencies, the financial institutions, business associates and your companys bankers for the assistance and cooperation extended to your company.

Your directors deeply acknowledge the commitment and contribution of your companys employees at all levels. The directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the board of directors

Place: Mumbai Vijay Choraria Mahesh Shirodkar

Date: May 29, 2010 Managing Director Director



 
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