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Directors Report of CSL Finance Ltd.

Mar 31, 2015

Dear Shareholders

The Directors take pleasure in presenting the 23rd Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2015 together with the Auditor's Report thereon.

1. Financial Performance

(Rs. In Crores Particulars Current Year Ended Previous Year Ended 31.03.2015 31.03.2014

Total Revenue 93.77 115.10

Profit before Tax 12.26 9.98

Less: Provision for 4.27 2.78 Taxation

Profit After Taxes 7.99 7.20

2. Dividend

Your directors do not recommend any dividend for the year ended 31st March, 2015

3. Management Discussion & Analysis Report

As required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges and Circular/ Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis for the year under review is presented in a separate section forming part of the Annual Report.

4. Corporate Governance

A separate report on Corporate Governance is provided together with certificate from the Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement and is forming part of this Annual Report.

5. RBI Guidelines

As a Non Deposit accepting Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

6. Subsidiaries Companies, Joint Ventures and Associates x

The Company has no subsidiary Company. The company has one Associate company, Jan Uddhaar Finance Private Limited, which was incorporated on 06.08.2015.

7. Number of Meetings of the Board

The Board met 10 times in financial year 2014-15 viz., 23rd April 2014, 25th April 2014, 29th May 2014, 14th August 2014, 26th September 2014, 29th October 2014, 9th January 2015, 30th January 2015, 14th February 2015 and 30th March, 2015. The maximum interval between any two meetings did not exceed 120 days.

8. Committees of the Board

During the year, in accordance with the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board constituted a Corporate Social Responsibility Committee. The Committees of the Board in place are as follows:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders' Relationship Committee

- Investor Relations & Share Transfer Committee

- Corporate Social Responsibility Committee

Details of the said Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

9. Details of Directors or KMP appointed/ resigned during the year

Pursuant to the requirements of the listing agreement and applicable rules of Companies Act 2013, Ms. Anjna (DIN: 07143461) was appointed as an Additional Director (Independent) by the Board of Directors with effect from 30.03.2015. No other KMP/Director was appointed or resigned during the year.

10. Board's Independence

The definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchange and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:- 1. Mr. Kapil Aggarwal (DIN: 00032225)

2. Mr. Anirudha Kumar (DIN: 00084495)

3. Ms. Anjna (DIN: 07143461)

11. Director's Responsibility Statement

In pursuance to applicable provisions of the Companies Act, with respect to Director's Responsibility Statement, your directors hereby state and confirm:

a. that in the preparation of the annual accounts for the financial year ended 31st March 2015, the applicable accounting standards has been followed

b. that the Directors has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 profits or loss of the company for the year under review

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities

d. that the Directors had prepared the annual accounts for the financial year ending 31st March 2015 on a going concern basis.

e. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

12. Company's Policy on Directors' Appointment and Remuneration & Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees has been formulated including criteria for determining qualifications, positive attributes, Independence of a Director and other matters as required under the said Act and Listing Agreement. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

- Expertise;

- Objectivity and Independence;

- Guidance and support in context of life stage of the Company;

- Understanding of the Company's business;

- Understanding and commitment to duties and responsibilities;

- Willingness to devote the time needed for effective contribution to Company;

- Participation in discussions in effective and constructive manner;

- Responsiveness in approach;

- Ability to encourage and motivate the Management for continued performance and success;

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/ her evaluation.

13. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the notes to the Financial Statements.

14. Particulars of Contracts or Arrangements with Related Parties referred to in Section 188

During and subsequent to the year under review, the contracts or arrangements with related parties have been on arms length and in ordinary course of business and they were not material in nature. Accordingly, the particulars of the transactions as prescribed in Form AOC-2 of the rules prescribed under chapter IX relating to Accounts of Companies under the Companies Act, 2013 are not required to be disclosed as they are not applicable.

15. Statutory Auditors & their Report

M/s. R. Mahajan & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at its 22nd Annual General Meeting (AGM) held on 30th September, 2014, from the conclusion of the said AGM till conclusion of Twenty Third Annual General Meeting being held on 30th September, 2015. Accordingly, the appointment M/s. R. Mahajan & Associates, as the Statutory Auditor of the Company is placed for ratification by the shareholders. The Auditor's Report does not contain any qualification, reservation or adverse remark.

16. Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Mr. Sanjay Kumar, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for Financial Year 2014-15 has been appended as Annexure-I to this Report.

17. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-II to this Director's Report.

18. Corporate Social Responsibility (CSR)

The Board of Directors of the company, during the year under review, had constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein.

The Company pursuant to the recommendation of the CSR Committee had adopted a detailed policy on Corporate Social Responsibility and also discussed and identified the core areas in which the CSR activities was proposed to be carried out in the CSR Committee Meetings from time to time. The CSR Policy of the Company has been annexed as Annexure-III to this Report.

19. The state of the Company's affairs

During the year under review the performance of the company has been satisfactory, even despite the challenges in the operating environment. The company continues to run a zero-default loan book. Though credit growth is yet to pick up, going ahead the company sees ample opportunities in the secured lending segment and is looking to scale up its loan book in the years to come.

20. The amounts, if any, which the Company proposes to carry to any reserves

During the year under review, the company has transferred an amount of Rs.1.59 Crores from the Profit & Loss Account of the company to the Statutory Reserve created u/s 45 IC of the Reserve Bank of India Act, 1934.

21. Change In the Nature of Business, if any

There was no change in the nature of the business of the Company during the Financial Year 2014-15.

22. Meeting of Independent Directors

During the year under review, the Independent directors in their meeting held on 31.03.2015 reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the company; and also assessed the quality, quantity and timelines of flow of information between the company management and the Board in line with the requirement of Clause 49 of the listing agreement read with applicable provisions of Schedule IV of the Companies Act, 2013.

23. Remuneration to Managing Director

Mr. Rohit Gupta, Managing Director of the company has drawn Rs.90,00,000/- (Rupees ninety lacs only) as salary during the year. The company shall continue to ensure compliance with all the applicable rules and regulations in this regard. The revision in terms of the remuneration of Mr. Rohit Gupta is being placed before the shareholders for their approval at the ensuing Annual General Meeting of the Company.

24. Ratio of the remuneration of each director to the median employee's remuneration.

The remuneration is paid by the company to Mr. Rohit Gupta, Managing Director of the company. No other director was paid any remuneration during the year. The ratio of the remuneration of Mr. Rohit Gupta to the median employee's remuneration is as follows:

Median Employee's Remuneration (Annual) - Rs.3,01,000/-

Annual Salary of the Managing Director - Rs.90,00,000/-

Ratio (remuneration of MD: remuneration of median employee) V 0.03:1

25. Vigil Mechanism

Your Company has established a 'Whistle Blower Policy and Vigil Mechanism' for directors and employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company's code of Conduct. The said policy has been uploaded on the website of the Company.

26. Particulars of Energy Conservation, Technology Absorption, expenditure on research and development, foreign exchange inflow/outflow, etc.

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn't own any manufacturing facility.

27. Risk Management Policy And Internal Control

The Company has adopted a Risk Management Policy to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks, if any identified, are systematically addressed through corrective measures on a continuing basis. The Company's internal control systems are commensurate with the nature of its business and the size and complexity.

28. Acknowledgement

Your directors take this opportunity to place their sincere appreciation for significant contribution made by all the employees for their dedication, hard work and commitment towards the success and growth of the Company. The directors also place their thanks to the company's bankers, depositories, Government and all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and Reserve Bank of India.

And last but not the least we put our sincere thanks to the shareholders for the confidence reposed by them in the company and looking forward to have the same support in the coming time.

Place: New Delhi For on & behalf of the Board Date: 22nd August, 2015

Rohit Gupta Ashok Kumar Kathuria Managing Director Director & CFO (DIN:00045077) (DIN:01010305)






Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 22nd Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2014 together with the Auditor''s Report thereon.

1. Financial Performance

(Rs. in Crores)

Particulars Current year ended Previous year ended 31.03.2014 31.03.2013

Total Revenue 115.11 106.48

Profit before Tax 9.98 5.96

Less: provision for Taxation 2.78 1.76 Profit After taxes 7.20 4.20

2. Business Operations

During the year under review, the volatility and slowdown in economic growth continued. However, the performance of the company has been good and it has earned a profit after tax of Rs.7.20 crores.

During the year, search proceedings were conducted by the Income tax department. In the opinion of the management of the company, nothing indiscriminate was found in relation to the affairs of the company. The appraisal is still under process and the proceedings are still pending.

3. Transfer to reserves

The Company transferred the profit after tax of Rs. 7.20 crores to the reserves and surplus of the company.

Further, the amount received towards the share premium account amounting to Rs.4.55 crores also forms part of the Reserves and surplus.

4. Dividend

Your directors do not recommend any dividend for the year ended 31st March, 2014.

5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is not engaged in any activity related to conservation of energy or technology absorption. There were no foreign exchange earnings and outgo during the year under review.

6. Particulars of Employees

There was no employee in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (including any amendment thereof). Therefore, no such statement is required to be furnished.

7. Director''s Responsibility Statement

In pursuance to applicable provisions of the Companies Act, with respect to Director''s Responsibility Statement, your directors hereby state and confirm:

a. that in the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards has been followed

b. that the Directors has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 profits or loss of the company for the year under review

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities

d. that the Directors had prepared the annual accounts for the financial year ending 31st March 2014 on a going concern basis.

8. Directors

In accordance with the applicable provisions of the Companies Act, as amended upto date and Article 89 of the Articles of Association of the Company, Mr. Ashok Kumar Kathuria, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The necessary resolutions with regard to above are being placed before the shareholders for their approval. The Board recommends his re-appointment as Director on the Board of the Company in this Annual General Meeting.

A brief profile of Mr. Ashok Kumar Kathuria has been given as Annexure to the Notice of the ensuing Annual General Meeting.

9. Audit Committee

The existing Audit Committee is in full compliance to Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and its role and scope is in compliance to those prescribed by Clause 49 of the Listing Agreement.

10. Public Deposits

The Company has neither invited nor accepted any deposits from the public during the year under review within the meaning of Section 73 and other relevant provisions of the Companies Act, 2013, if applicable, and rules made there- under and in compliance with the applicable guidelines/directions given by the Reserve Bank of India in this regard.

Further, the board has also passed a resolution to this effect in its meeting in compliance to RBI Guidelines/provisions.

11. Auditor'' Report and Auditors

The Auditors, M/s. R. Mahajan & Associates, (Firm Registration No. 011348N) Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have given a certificate that their appointment, if made, will be within the limits under Section 141 of the Companies Act, 2013. Necessary resolution in this regard is proposed at the forthcoming Annul General Meeting. The Board recommends their re-appointment.

The observations of the Auditors and notes on statement of accounts are self-explanatory.

12. Reserve Bank of India''s Directions

During the year under review, your company has duly complied with all the requirements prescribed by the Reserve Bank of India for Non-Banking Financial Companies (NBFCs).

13. Listing

The Equity shares of the company are listed at Bombay Stock Exchange (BSE). The Company voluntarily delisted from the Delhi Stock Exchange w.e.f. 28.04.2014.

14. Management Discussion and Analysis

The Management Discussion and Analysis Report is given separately, forms part of this report.

15. Corporate Governance

Your company has been in full compliance to the requirements of the corporate governance norms and continues to remain committed to maintaining the high standards of corporate governance. A report on Corporate Governance as required under clause 49 of the listing agreement, is given and forms part of this Annual Report. The Auditor''s Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also given.

16. Acknowledgment

Your directors take this opportunity to place their sincere appreciation for significant contribution made by all the employees for their dedication, hard work and commitment towards the success and growth of the Company.

The directors also place their thanks to the company''s bankers, depositories, Government and all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and Reserve Bank of India.

And last but not the least we put our sincere thanks to the shareholders for the confidence reposed by them in the company and looking forward to have the same support in the coming time.

Place: New Delhi For on & behalf of the Board Date: 14th August, 2014

Rohit Gupta Ashok Kumar Kathuria Managing Director Director & CFO


Mar 31, 2012

The Directors take pleasure in presenting the 20th Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2012 together with the Auditor's report thereon.

1. Financial Performance

(Rs.in crores)

Particulars Current Previous year ended year ended 31.03.2012 31.03.2011

Total Revenue 231.17 157.89

Profit before Tax 6.13 11.35

Less : Provision for Taxation 2.00 3.24

Add(less): Deferred tax (0.007) (0.001)

Profit After taxes 4.12 8.10

2. Business Operations

The capital market segment, in which your company operates always carries certain amount of risk and in the year under review the Sensex declined 2041 points or 10.49% making it one of the top losers in the world. However, the performance of your company has been reasonable during the year under review and we have earned profit after tax of Rs. 4.12 crores.

3. Transfer to reserves

The Company transferred the profit after tax of Rs. 4.12 crores to the reserves and surplus of the company.

Further the amount received towards the share premium account amounting to Rs.1.05 crores also forms part of the Reserves and surplus.

4. Dividend

Your directors do not recommend any dividend for the year ended 31st March, 2012, for preserving capital for future growth.

5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is not engaged in any activity related to conservation of energy or technology absorption. There were no foreign exchange earnings and outgo during the year under review.

6. Particulars of Employees

No such statement is required to be furnished as no employee was in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1 956 read with Companies (Particulars of Employees) Rules, 1975 (including any amendment thereof)

7. Director's Responsibility Statement

In pursuance to Section 217(2AA) of the Companies Act, 1956 with respect to Director' Responsibility Statement, your directors hereby state and confirm:

a. that in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards has been followed

b. that the Directors has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 profits or loss of the company for the year under review

c. that the Directors had taken proper and sufficient care for the m a in tenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities

d. that the Directors had prepared the annual accounts for the financial year ending 31st March 2012 on a going concern basis.

8. Directors

In accordance with the provisions of the Companies Act, 1956 and Article 89 of the Articles of Association of the Company, Mr. Ashok Kumar Kathuria, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The necessary resolutions with regard to above are being placed before the shareholders for their approval. The Board recommends his reappointment as Director on the Board of the Company in this Annual General Meeting.

Mr. Rohit Gupta was appointed as Managing Director of the Company on 11th August 2007 for a period of 5 years i.e. upto 10th August 2012. Considering his rich and vast experience, exceptional managerial skills and strong under- standing of capital markets, the Board of directors felt that it would be in the interest of the Company to re-appoint him as Managing Director. Accordingly, the Board of Directors in their meeting held on 13.7.2012, re-appointed him as Managing Director w.e.f. 11th August 2012, subject to approval of the shareholders in the ensuing Annual General Meeting. The necessary resolution with regard to his reappointment is being placed before the shareholders for their approval. The Board recommends his re-appointment as Managing Director on the Board of the Company in this Annual General Meeting.

A brief profile of these directors has been given as Annexure to the Notice of the ensuing Annual General Meeting.

9. Audit Committee

The existing Audit Committee is in full compliance to Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement and its role and scope is in compliance to those prescribed by Clause 49 of the Listing Agreement.

10. Public Deposits

The Company has neither invited nor accepted any deposits from the public during the year under review within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if applicable, and rules made there- under. Further the board has also passed a resolution to this effect in its meeting in compliance to RBI Guidelines/provisions.

11. Auditor's Report and Auditors

The Auditors, M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have given a certificate that their appointment, if made, will be within the limits under Section 224(1-B) of the Companies Act, 1956. Necessary resolution in this regard is proposed at the ensuing Annual General Meeting. The Board recommends their re-appointment.

The observations of the Auditors and notes on statement of accounts are self explanatory.

12. Reserve Bank of India's Directions

During the year under review, your company has duly complied with all the requirements prescribed by the Reserve Bank of India for Non-Deposit accepting Banking Financial Companies (NBFCs).

13. Listing

The Equity shares of the company are listed at Bombay Stock Exchange (BSE) and Delhi Stock Exchange (DSE).

14. Management Discussion and Analysis

The Management Discussion and Analysis Report is given separately and forms part of this report.

15. Corporate Governance

Your company has been in full compliance to the requirements of the corporate governance norms and continues to remain committed to maintaining the high standards of corporate governance. A report on Corporate Governance as required under clause 49 of the listing agreement, is given and forms part of this Annual Report. The Auditor's Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also given.

16. Preferential issue

During the year under review an Extra- Ordinary General Meeting was held on 28th December 2011 wherein the shareholders have given their approval u/s 81(1A) of the Companies Act, 1956 for preferential issue of securities to the promoters.

Pursuant to the aforesaid special resolution of the shareholders, the board of directors in their meeting held on 03rd day of January 2012 has allotted 3,00,000 (Three Lacs) Equity Shares of Rs. 10/- each and 10,00,000 (Ten lacs ) convertible warrants with an entitlement to convert into equal number of Equity Shares of Rs.10/- each of the Company to M/s. Mundra Credit and Investment Private Limited (Promoter) at a price of Rs. 45/- which includes a premium of Rs. 35/- per share. Pursuant to the this allotment of equity shares, the paid-up capital of the company has been increased from Rs.3,38,22,070 to Rs.3,68,22,070.

Further, after the date of the balance- sheet but before the signing of this Report, the board of directors in their meeting held on 10th April 2012 have allotted 6,75,000 (Six lacs seventy five thousand) equity shares out of the total convertible warrants of 10,00,000 (Ten lacs ) to the warrant holder- M/s Mundra Credit and Investment Private Limited (Promoter) at a price of Rs. 45/-which includes a premium of Rs. 35/- per share. Pursuant to this allotment of equity shares, the paidup capital of the company has been increased from Rs. 3,68,22,070 to Rs.4,35,72,070 Till date, the amount raised from the aforesaid preferential issue has been utilized for the objects as specified in the explanatory statement to the notice of the EGM approving the said issue.

17. Acknowledgment

Your directors take this opportunity to place their sincere appreciation for significant contribution made by all the employees for their dedication, hard work and commitment towards the success and growth of the Company.

The directors also place their thanks to the company's bankers, depositories, Government and all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and Reserve Bank of India.

And last but not the least we put our sincere thanks to the shareholders for the confidence reposed by them in the company and looking forward to have the same support in the coming time.

For & on behalf of the Board

Rohit Gupta Ashok Kumar Kathuria

Managing Director Director

& CFO

Place: New Delhi

Date : 13th July, 2012


Mar 31, 2010

The Directors take pleasure in presenting the 18th Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2010 together with the Auditors report thereon.

1. Financial Performance

(Rs.in crores)

Particulars Current Previous

year ended year ended 3I.03.20I0 31.03.2009

Total Income 60.58 61.19

Gross Profit 8.15 8.45

Less: Depreciation 0.05 0.03

Profit before Tax 8.15 8.42

Less: provision for Taxation 1.42 (1.03)

Add(less): Deferred tax (2.01) 2.00

Add(less) MAT Credit entitlement 1.86 -

Profit After taxes 6.58 9.39



2. Business Operations

The recessionary conditions world over have witnessed a phase of recovery and although the stock market conditions have improved, volatility and unpredictability still continue to be dominant forces. Your companys business is directly influenced by these stock market conditions and accordingly, we have focused on consolidation throughout the year and still managed to earn a good figure of Rs. 8.15 crores as profit before taxes.

3. Transfer to reserves

The Company transferred the profit after tax of Rs. 6,58,16,282.27 to the reserves & surplus of the company

4. Dividend

In order to preserve its capital, your directors do not recommend any dividend for the year under review

5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is not engaged in any activity related to conservation of energy or technology absorption. During the year under review, there were no foreign exchange earnings and outgo.

6. Particulars of Employees

No employee was in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 & hence, no such statement is required to be furnished.

7. Directors Responsibility Statement

In pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Director* Responsibility Statement, your directors hereby state and confirm:

a. that in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards has been followed

b. that the Directors has selected such accounting policies and applied them consistently and made judgment and estimates that were 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 profits or loss of the company for the year under review

c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities

d. thatthe Directors had prepared the annual accounts for the financial year ending 31st March 2010 on a going concern basis.

8. Directors

In accordance with the provisions of the Companies Act, 1956 and Article 89 of the Articles of Association of the Company, Mr. Ashok Kumar Kathuria and Mr. Kapil Aggarwal, retire by rotation atthe ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The necessary resolutions with regard to above are being placed before the shareholders for their approval. The Board recommends their re-appointment as Directors on the Board of the Company in this Annual General Meeting.

Mr. Anirudha Kumar was appointed as Additional Director of the Company on 1st September 2010 pursuant to Section 260 of the Companies Act, 1956 and Article 80 of the Articles of Association of the Company. He will hold office only upto the date of the ensuing Annual General Meeting. The Company has received a notice pursuant to Section 257 of the Companies Act, 1956 in writing along-with the requisite deposit of Rs. 500/-, proposing him as a candidate for the office of Director of the Company, liable to retire by rotation. Your directors recommends his appointment as Director on the Board of the Company.

9. Audit Committee

The existing Audit Committee is in full compliance to Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement and its role and scope is in compliance to those prescribed by Clause 49 of the Listing Agreement.

The composition of Audit Committee as re- constituted by the Board is as given below:

Mr. Kapil Aggarwal -Chairman, Mr. Anirudha Kumar and Mr. Ashok Kumar Kathuria- Members

10. Public Deposits

The Company has neither invited nor accepted any deposits from the public during the year under review within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if applicable, and rules madethere-under.

Further the board has also passed a resolution to this effect in its meeting in compliance to RBI Guidelines/provisions.

11. AuditorReport and Auditors

The Auditors, M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible, offerthemselves for reappointment.

They have given a certificate that their appointment, if made, will be within the limits under Section 224(1-B) of the Companies Act, 1956. Necessary resolution in this regard is proposed at the forthcoming Annul General Meeting. The Board recommends their re- appointment.

The observations of the Auditors and notes on statement of accounts are self-explanatory.

12. Reserve Bank of Indias Directions

The requirements prescribed by the Reserve Bank of India for Non-Banking Financial Companies (NBFCs), are being duly complied with byyour Company.

13. Listing

The Equity shares of the company are listed at Bombay Stock Exchange (BSE) and Delhi Stock Exchange (DSE).

14. Management Discussion and Analysis

The Management Discussion and Analysis Report is given separately and forms part of this report.

15. Corporate Governance

Your company is committed to maintain the higher standards of corporate governance and has been in full compliance with all the conditions of the Corporate Governance norms. As required under Clause 49 of the Listing Agreement, a report on Corporate Governance is give and forms part of this Annual Report. The Auditors Certificate on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also given.

16. Compulsory De-mat

As per SEBI Guidelines, the shares of the Company are required to be compulsorily traded in dematerialized form. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Companys Equity Shares is INE718F01018.

As on 31st March, 2010, a total of 36,34,280 Equity Shares of the Company, which translates to 90.77% of the Share Capital stand dematerialized.

Members are requested to dematerialize their shares for more convenience.

17. Buy-back of shares

The Company has sought the approval of shareholders by way of postal ballot for buy- back of companys own fully paid-up equity

shares. The company has obtained approval from shareholders for buy-back of a minimum of 2,00,000 equity shares and upto maximum of 6,25,000 Equity Shares, beingwithin the limit of 25% of its total paid up equity capital , at a price not exceeding Rs. 133/- (Rupees one hundred thirty three only) per equity share to be financed out of Companys Free Reserves such that aggregate consideration for the shares to be bought back does not exceed Rs 8,31,25,000/- (Rupees Eight Crores Thirty One Lacs Twenty Five Thousand only) which is within the limit of 25% of the paid up capital and free reserves of the Company as on March 31, 2009.

18. Acknowledgment

Your directors take this opportunity to place their sincere thanks to the companys bankers, depositories, Government and all the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and Reserve Bank of India.

Further we highly appreciate the dedicated and sincere services rendered by all the employees of the Company at all levels.

And last but not the least we put our sincere thanks to the shareholders for the confidence reposed by them in the company.

For on & behalf of the Board

Rohit Gupta Ashok Kumar Kathuria

Managing Director &CFO Director

Place: New Delhi Date : 1st Sept. 2010

 
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