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Directors Report of Dharani Finance Ltd.

Mar 31, 2014

Dear Members,

The Board of Directors present herein the TWENTY FOURTH Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2014 are briefly as follows: -

(Rs. in Lakhs)

Particulars For the For the year Ended year Ended 31.03.2014 31.03.2013 Income through Travel 315.80 298.17 Operations, Finance Services and others

Expenditure (Employee & 223.50 244.73 Administrative Expenses)

Profit 92.30 53.44

Provision for diminution in - (7.62) value of investments

Depreciation 67.72 62.02 Interest & Bank Charges 0.08 0.16

Profit /(Loss) after 24.50 (8.74) depreciation & Interest

Provision for Income Tax

* Current 4.50 0.24

* Deferred (13.80) (6.11)

Profit /(Loss) after Tax 33.81 (2.87)

Surplus /(deficit) brought 45.54 48.41 forward

Profit available for 79.35 45.54 appropriation

APPROPRIATIONS

Transfer to Statutory 6.76 - Reserves

Proposed Dividend - -

Dividend Distribution Tax -

Net Surplus/(Deficit ) 72.59 45.54 carried over

PERFORMANCE

Total income of the Company has marginally gone up from Rs.298.17 lakhs to Rs.315.80 lakhs though income through travel operations has come down from Rs.272.37 lakhs to Rs.198.24 lakhs. Company provides travel services to the guests of the Group''s 5 star hotels at Chennai and Coimbatore. Due to contraction of economy worldwide, number of visitors arriving in India has considerably come down resulting in reduced business.

The Company has been able to keep its expenses slightly lower at Rs.223.50 lakhs as compared to the previous year''s Rs.244.73 lakhs. The gross profits have increased to Rs.92.30 lakhs from Rs.53.44 lakhs. Sale of long term investments at the appropriate time resulted in a gain of Rs.87.07 lakhs, contributing to the increase in profits. Software services, which the company commenced last year, could not bring in much business. After providing Rs.67.72 lakhs towards depreciation and Rs. 0.08 Lakhs interest etc., net profit comes to Rs.24.50 lakhs as against a loss of Rs. 8.74 lakhs in the previous year.

OUTLOOK

Taking into account the economic situation during 2013-14 and the pointers for the coming year, state of world economy, performance of the hotel industry on which the Company''s travel division''s earnings depend, the monetary tightening and further stringent measures by Reserve Bank of India over Non Banking Financial Companies (NBFC), the outlook does not appear to be too bright. However, the newly formed Government of India is confident of an improvement in the economy as a result of various measures taken by them and also proposed to be taken, to boost investments especially FDI, manufacture and trade. Your Company continues to explore various options to increase its business operations over different fields like providing advertising agency services with a view to increase its revenues.

DIVIDEND

As the profits for the year are not sufficient enough, your directors regret their inability to recommend any dividend. A sum of Rs. 6.76 lakhs is being transferred to the Statutory Reserves, as required by RBI regulations.

The Company does not hold any public deposits as on 31st March 2014. The Company has stopped collecting public deposits and has got its Licence amended by Reserve Bank of India accordingly. Your Company does not propose to collect public deposits in the coming year.

DIRECTORS

Ms Visalakshi Periasamy retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

Mr M Ganapathy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr K Kandasamy whose term of office as Managing Director comes to a close on 24.06.2014 is being reappointed for a further period of 5 years.

As prescribed by Sec.217 (2AA) of the Companies Act, 1956, your Directors furnish herein the responsibility statement as under.

Your Directors state;

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

M/s K Ramkrish & Co., Chartered Accountants retire as Statutory Auditors on the conclusion of this Annual General Meeting. They have conveyed their consent for reappointment and have furnished the required declaration under Sec.224 of the Companies Act, 1956. Though they have completed two terms of 5 years as on 31.03.2014 as per the New Companies Act, 2013, they can be continued for a further period of 3 years, subject to approval in the Annual General Meeting. Accordingly they are being proposed for appointment.

LISTING WITH STOCK EXCHANGE

The Company''s securities are at present listed only with, Bombay Stock Exchange Ltd. Floor 25, P.J. Towers, Dalal Street, Mumbai, whose terminals are available nationwide.

The Listing Fees for the Bombay Stock Exchange have been paid upto date

CORPORATE GOVERNANCE

Your Company has implemented the code of Corporate Governance fully and the enclosed report gives the details thereon. A certificate from the statutory auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

The Company had adopted most of the voluntary guidelines for Corporate Governance as introduced by the Government of India. Some of them are also part of the guidelines prescribed under Clause 49 of the Listing Agreement and are being followed. However, some of the new voluntary guidelines could not be introduced - like tenure for Independent Directors, rotation of Auditors, etc. Your Company will consider their adoption in the coming years to the extent feasible.

CORPORATE SOCIAL RESPONSIBILITY

Similarly the requirements of Corporate Social responsibility as applicable will be introduced from the coming year.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc., are not applicable to your Company.

Foreign Exchange (Earnings & outgo: Total Foreign Exchange used and earned).

Particulars 2013-14 2012-13

Foreign exchange earnings Nil Nil

Foreign exchange outgo Nil Nil

PARTICULARS OF EMPLOYEES

There are no employees falling within the requirements of Section 217 (2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the services rendered by the Staff and Executives of your Company. Your Directors also thank the shareholders who have continued to repose their confidence in the Company and its management.

For and on behalf of the Board of Directors

DR PALANI G PERIASAMY CHAIRMAN

PLACE: CHENNAI - 34 DATE : 29.05.2014


Mar 31, 2013

Dear Members,

The Board of Directors present herein the TWENTYTHIRD Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2013 are briefly as follows: -

(Rs. in Lakhs)

For the year For the year Particulars Ended Ended 31.03.2013 31.03.2012

Income through Travel

Operations, Finance 298.17 351.32

Services and others

Expenditure ( Employee & Administrative 252.35 197.03

Profit 45.82 154.29

Depreciation 62.02 55.75

Interest & Bank Charges 0.16 0.81

Profit /(Loss) after

depreciation & Interest 66.11

Provision for Income Tax

- Current 0.24 24.30

- Deferred (6.11) (3.03)

Profit /(Loss) after Tax (2.87) 44.84

fourd /(deficit) brought 48.41 53.20

Profit available for appropriation 45.54 98.03

appropriation Transfer to Statutory Reserves 8.97

Proposed Dividend 34.98

Dividend Distribution Tax 5.67

Nerried oveus/(Deficit ) 45.54 48.41

PERFORMANCE

Income of the Company for the year 2012-13 came down to Rs.298.17 lakhs from Rs.351.32 lakhs reflecting in part the reduction of earnings in travel operations. This includes a sum of Rs.1.33 lakhs earned as profits in an export transaction for the first time and Rs.4.78 lakhs as dividend on investment in Dharani Sugars and Chemicals Limited. The expenses have gone up to Rs.306.91 lakhs from 285.21 lakhs due to general increase in all items of expenditure, especially in vehicle maintenance, cost of fuel etc. There was a gross profit of Rs.53.28 lakhs. However, depreciation had to be provided at a higher amount of Rs.62.02 lakhs as against Rs.55.75 lakhs in the previous year. Further, in the previous year, the Company was able to record a gain of Rs.28.48 lakhs through sale of some investments. A similar gain is not available this year as the stock market was also in a flux. The Company had to cease the business of a full fledged money changer, as Reserve Bank of India had withdrawn its licence. As a result the operations for the year ended in a net nominal loss of Rs.2.87 lakhs after providing for taxes.

OUTLOOK

Taking into account the economic situation during 2012-13 and the pointers for the coming year, state of world economy, performance of the hotel industry on which the company''s travel division''s earnings depend, the monetary tightening and further stringent measures by Reserve Bank of India over Non Banking Financial Companies (NBFC), the outlook does not appear too bright. However, the Government of India is confident of an improvement in the economy as a result of various measures taken by them and also proposed to be taken, to boost investments especially FDI, , manufacture and trade. Your Company continues to explore various options to increase its business operations over different fields with a view to provide better returns to the shareholders.

DIVIDEND

As the Company''s operations during the year under review have not resulted in profits, your directors regret their inability to recommend any dividend. No amount is being transferred to the Reserves due to the same reasons.

DEPOSITS

The Company does not hold any public deposits as on 31 st March 2013. The Company has stopped collecting public deposits and has got its Licence amended by Reserve Bank of India accordingly. Your Company does not propose to collect public deposits in the coming year.

RESERVE BANK OF INDIA DIRECTIONS

The Company is a NBFC registered with Reserve Bank of India and follows all the RBI''s regulations prescribed for such NBFCs not collecting public deposits. However, there was an accidental delay in surrendering the available foreign exchange, once its licence as full fledged money changer was withdrawn. The Company had to pay a sum of Rs.50,000/- as fees for condoning this delay.

DIRECTORS

Mr R K Viswanathan retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Dr S Muthu retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment

As prescribed by Sec.217 (2AA) of the Companies Act, 1956, your Directors furnish herein the responsibility statement as under. Your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s K Ramkrish & Co., Chartered Accountants retire as Statutory Auditors on the conclusion of this Annual General Meeting and they are eligible for reappointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec.224 of the Companies Act, 1956.

LISTING WITH STOCK EXCHANGE

The Company''s securities are at present listed only with,

Bombay Stock Exchange Ltd. Floor 25, P.J. Towers, Dalal Street, Mumbai, whose terminals are available nationwide.

The Listing Fees for the Bombay Stock Exchange have been paid upto date

CORPORATE GOVERNANCE

Your Company has implemented the code of Corporate Governance fully and the enclosed report gives the details thereon. A certificate from the statutory auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

The Company had adopted most of the voluntary guidelines for Corporate Governance as introduced by the Government of India. Some of them are also part of the guidelines prescribed under Clause 49 of the Listing Agreement and are being followed. However, some of the new voluntary guidelines could not be introduced - like tenure for Independent Directors, rotation of Auditors, etc. Your Company will consider their adoption in the coming years to the extent feasible.

CORPORATE SOCIAL RESPONSIBILITY

Similarly the voluntary guidelines for Corporate Social responsibility will be introduced for adoption in due course.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc., are not applicable to your Company.Foreign Exchange (Earnings & outgo: Total Foreign Exchange used and earned).

PARTICULARS OF EMPLOYEES

There are no employees falling within the requirements of Section 217 (2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the services rendered by the Staff and Executives of your Company. Your Directors also thank the shareholders who have continued to repose their confidence in the Company and its management.

For and on behalf of the Board of Directors

DR PALANI G PERIASAMY

CHAIRMAN

PLACE: CHENNAI - 34

DATE : 30.05.2013


Mar 31, 2012

The Board of Directors present herein the TWENTY SECOND Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2012 are briefly as follows:-

(Rs. in Lakhs)

Particulars For the year For the year Ended Ended 31.03.2012 31.03.2011

Income through Travel Operations, Finance

Services and others 351.32 293.74

Expenditure (Employee & Administrative Expenses) 197.03 188.83

Profit 154.29 104.91

Provision for diminution in value of investments 31.32 0.92

Depreciation 55.75 44.95

Interest & Bank Charges 0.81 2.93

Profit/(Loss) after depreciation & Interest 66.11 56.11

Provision for Income Tax

- Current 24.30 19.00

- Deferred (3.03) (4.87)

Profit/(Loss) after Tax 44.84 41.98

Surplus/(deficit) brought forward 53.20 48.74

Profit available for appropriation 98.03 90.72

APPROPRIATIONS

Transfer to Statutory Reserves 8.97 8.40

Proposed Dividend 34.98 24.99

Dividend Distribution Tax 5.67 4.15

Net Surplus/(Deficit)

carried over 48.41 53.20

Government of India had revised the format for Balance Sheet and Statement of Profit and Loss Account to provide more detailed information to the shareholders. Accordingly, the Balance Sheet and Profit & Loss have been presented in the revised format. This will enable the shareholders to understand and appreciate the results in a much better manner.

PERFORMANCE

Income of the Company during the year 2011-12 rose to Rs. 351.12. lakhs from Rs. 293.74 lakhs in the previous year. This represents an increase of 16.34%. The Company could earn a gross profit of Rs. 154.29 lakhs against Rs. 104.91 lakhs in the previous year. A gain of Rs. 28.48 Lakhs by selling some of its investments also contributed to this increase. Depreciation was provided at Rs. 55.75 lakhs against Rs. 44.95 lakhs in the previous year, an increase of 16%.

OUTLOOK

The general economic situation is expected to improve in the coming years and hopefully your Company can expect better returns. The Company has opened a travel desk at the newly opened five star hotel Le Meridien, Coimbatore part of the PGP Group. It is hoped that this will bring in additional business by providing travel facilities. The Company continues in its efforts to enlarge its business by providing IT services.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.70 per share (7.0%) absorbing a sum of Rs. 34.98 Lakhs. A sum of Rs. 5.67 lakhs has to be provided as Dividend Distribution Tax.

RESERVES

It is proposed to transfer a sum of Rs. 8.97 lakhs to the General Reserve. With this, the Reserves and Surplus as on 31st March 2012 would be Rs. 143.12 lakhs.

DEPOSITS

The Company does not hold any public deposits as on 31st March 2012. The Company has stopped collecting public deposits and has got its Licence amended by Reserve Bank of India accordingly. Your Company does not propose to collect public deposits in the coming year.

RESERVE BANK OF INDIA DIRECTIONS:

The Company is a NBFC registered with Reserve Bank of India and follows all the RBI's regulations prescribed for such NBFCs not collecting public deposits.

DIRECTORS

Dr Palani G Periasamy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Shir M Ganapathi retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

As prescribed by Sec.217 (2AA) of the Companies Act, 1956, your Directors furnish herein the responsibility statement as under.

Your Directors state;

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. K Ramkrish & Co., Chartered Accountants retire as Statutory Auditors on the conclusion of this Annual General Meeting and they are eligible for reappointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec.224 of the Companies Act, 1956.

LISTING WITH STOCK EXCHANGE

The Company's securities are at present listed only with, Bombay Stock Exchange Ltd. Floor 25, P.J. Towers, Dalal Street, Mumbai, whose terminals are available nationwide.

The Listing Fees for the Bombay Stock Exchange have been paid upto date.

CORPORATE GOVERNANCE

Your Company has implemented the code of Corporate Governance fully and the enclosed report gives the details thereon. A certificate from the statutory auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

The Company had adopted most of the recently introduced voluntary guidelines for Corporate Governance by the Government of India. Some of them are also part of the guidelines prescribed under Clause 49 of the Listing Agreement and are being followed. However, some of the new voluntary guidelines are not yet introduced - like tenure for Independent Directors, rotation of Auditors, etc. Your Company will consider their adoption in the coming years to the extent feasible.

CORPORATE SOCIAL RESPONSIBILITY

Similarly the voluntary guidelines for Corporate Social responsibility will be introduced for adoption in due course.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc., are not applicable to your Company.

PARTICULARS OF EMPLOYEES

There are no employees falling within the requirements of Section 217 (2A) of the Companies Act, 1956.

CAUTIONARY STATEMENT

Statements made in this report describing industry outlook as well as Company's plans, projections and expectations may constitute 'forwarding looking statements'. Actual results may differ materially from those either expressed or implied. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the services rendered by the Staff and Executives of your Company. Your Directors also thank the shareholders who have continued to repose their confidence in the Company and its management.

For and on behalf of the Board of Directors

DR PALANI G PERIASAMY CHAIRMAN

PLACE: CHENNAI-34 DATE : 23.05.2012


Mar 31, 2011

Dear Members,

The Board of Directors present herein the TWENTY FIRST Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2011 are briefly as follows:-

For the year For the year Ended Ended

Particulars 31.03.2011 31.03.2010

(Rs. in Lakhs)

Income through Travel Operations, Finance Services and others 293.74 229.36

Expenditure 188.83 139.57 (Employee & Admn. Expenses)

Profit /(Loss) before depreciation & Interest 104.91 89.79

Provision for diminution in value of investments 0.92 (95.70)

Depreciation 44.95 43.18

Interest & Bank Charges 2.93 1 97

Profit /(Loss) after depreciation & Interest 56.11 140.33

Provision for Income Tax

-Current 19.00 18.50

-Deferred (4.87) (4.97)

Profit /(Loss) after Tax 41.98 126.80

Surplus /(deficit) brought forward 48.74 (23.36)

Profit available for appropriation 90.72 103.43

APPROPRIATIONS

Transfer to Statutory Reserves 8.40 25.55

Proposed Dividend 24.99 24.99

Dividend Distribution Tax 4.15 4:15

Net Surplus/(Deficit) carried over 53.20 48.74

PERFORMANCE

Income of the Company during the year 2010-11 rose to Rs.293.74 lakhs from Rs.229.36 lakhs in the previous year. This represents an increase of 28.07%. The, Company could earn a gross profit increased to Rs. 104.91 lakhs from Rs.89.79 lakhs in the previous year. A Gain of Rs.31.44 lakhs by selling some of its investments also contributed to this increase. Depreciation was provided at.Rs.44.95 lakhs against Rs.43.18 lakhs of the previous year. After making provision for taxes, the net profit works out Rs.41.98 lakhs as against Rs.126.80 lakhs in the previous year.

OUTLOOK

The general economic situation is expected to further improve in the coming years and hopefully your Company can expect better returns. The Company has opened a travel desk at the newly opened five star hotel Le Meridien, Coimbatore, part of the PGP group. It is hoped that this will bring in additional business by providing travel facilities. Though various options for enlarging the business were considered, the Company could not decide on any particular business model and continues to explore various possibilities in the present,.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.50 per share (5%) absorbing a sum of Rs. 24.99 Lakhs. Asum of Rs. 4.15 lakhs has to be provided as Dividend Distribution Tax.

RESERVES

It is proposed to transfer a sum of Rs. 8.40 lakhs to the General Reserve. With this, the Reserves and Surplus as on 31st March 2011 would be Rs. 85.74 lakhs.

DEPOSITS

The Company does not hold any public deposits as on 31st March 2011. The Company has stopped collecting public deposits and has got its Licence amended by Reserve Bank of India accordingly. Your Company does not propose to collect public deposits in the coming year. RESERVE BANK OF INDIA DIRECTIONS

The Company is a NBFC registered with Reserve Bank of India and follows all the RBI's regulations prescribed for such NBFCs not collecting public deposits.

DIRECTORS

Mrs Visalakshi Periasamy retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Dr. S. Muthu who Was appointed in the casual vacancy due to the death of Justice S.Sivasubramaniyam and his appointment comes to a close at this Annual General Meeting. He is being proposed for regular appointment as a director.

As prescribed by Sec.217 (2AA) of the Companies Act, 1956, your Directors furnish herein the responsibility statement as under.

Your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s K Ramkrish & Co., Chartered Accountants retire as Statutory Auditors on the conclusion of this Annual General Meeting and they are eligible for reappointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec.224 of the Companies Act, 1956.

SHARE CAPITAL AUDIT REPORT

As part of the guidelines issued by Government of India for voluntary adoption by all Companies, your Company appointed Mr M Damodaran, Practicing Company Secretary, to conduct Share Capital Audit of the Company. The Share Capital Audit Report for the financial yearended 31st March 2011, addressed to the Board of Directors of the Company, is attached to the Annual Report. The Share Capital Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with the Stock Exchanges, Securities Contracts (Regulations) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

LISTING WITH STOCK EXCHANGE

The Company's securities are at present listed only with,

Bombay Stock Exchange Ltd. Floor 25, P.J. Towers, Dalai Street, Mumbai, whose terminals are available nationwide.

The Listing Fees for the Bombay Stock Exchange has been paid upto date.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement under instructions from SEBI incorporating a code of corporate governance to be followed by listed Companies. Corporate Governance has become an important characteristic of late, after some regrettable developments in India and the world.

Your Company has implemented the same fully and the enclosed report gives the details thereon A certificate from the statutory auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report

The Company had adopted most of the recently introduced voluntary guidelines for Corporate Governance as introduced by the Government of India. Some of them are also part of the guidelines prescribed under Clause 49 of the Listing Agreement and are being followed. However, some of the new voluntary guidelines could not be introduced due to shortage of time - like tenure for Independent Directors, rotation of Auditors, etc Your Company plans to adopt them in the current year to the extent feasible.

CORPORATE SOCIAL RESPONSIBILITY

Similarly the voluntary guidelines for Corporate Social responsibility are being examined and are likely to be introduced for adoption from the coming year and the report will be attached.

ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc., are not applicable to your Company:

Foreign Exchange (Earnings & outgo: Total Foreign Exchange used and earned).

Particulars 2010-11 2009-10

Foreign exchange earnings Nil Nil

Foreign exchange outgo Rs. 1609.00 Rs. 6592.00

PARTICULARS OF EMPLOYEES

There are no employees falling within the requirements of Section 217 (2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the services rendered by the Staff and Executives of your Company. Your Directors also thank the shareholders who have continued to repose their confidence in the Company and its management

For and on behalf of the Board of Directors

DR PALANIG PERIASAMY CHAIRMAN

Place : Chennai-34 Date : 24.05.2011


Mar 31, 2010

The Board of Directors present herein the TWENTIETH Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The Financial results for the year ended 31th March 2010 are briefly as follows:

For the year For the year Ended Ended

Particulars 31.03.2010 31.03.2009

(Rs. in Lakhs)

Income through Travel

Operations, Finance

Services and others 229.36 242.14

Expenditure 139.57 151.02

(Employee & Admn.

Expenses)

Profit 89.79 91.12

Provision for diminution

in value of investments (95.70) 63.82

Provision for NPA 0.00 (7.00)

Denreciation 43.18 41.23

Interest & Bank Charges 1.97 0.26

Profit / (Loss) after

depreciation & interest 140.33 (7.19)

Provision for Income Tax

- Current 18.50 23.80

- Deferred (4.97) (3.06)

Profit/(Loss) after Tax 126.80 (27.92)

Surplus / (deficit)

brought forward (23.36) 4.56

Profit available for

appropriation 103.43 (23.36)

APPROPRIATIONS

Transfer to Statutory

Reserves 25.55 -

Proposed Dividend 24.99 -

Dividend Distribution Tax 4.15 -

Net Surplus/(Deficit)

carried Over 48.74 (23. 36)



PERFORMANCE



Despite a nominal reduction in its total income from Rs. 242.14 lakhs to Rs. 229.36 lakhs, the Company could generate a profit of Rs. 140.33 lakhs mainly due to withdrawal of the provision of Rs. 95.70 lakhs for diminution in value of its investments on account of the substantial improvement in the stock market.

The Company could also reduce its administrative expenses from Rs.120.66 lakhs to Rs.107.18 lakhs. As a result, gross profits came upto Rs. 140.33 (as against a loss of Rs.7.19 lakhs in the previous year). After providing for taxes to the tune of Rs. 13.53 lakhs, the net profit come to Rs.126.q0 lakhs. Setting off the carried forward loss o Rs.23.36 lakhs from previous year, the net surplus works out to Rs.103 lakhs

OUTLOOK

The general economic situation is . pected to further improve in the coming years and hopefully your Company can expect better returns. Though various options for enlarging the business were considered, the Company could not decide on any particular business model and continues to explore various possibilities in the present, economic situation.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.50 per share (5%) absorbing a sum of Rs. 24.99 Lakhs. A sum of Rs. 4.15 lakhs has to be provided as Dividend Distribution Tax.

RESERVES

It is proposed to transfer a sum of Rs. 25.55 lakhs to the General Reserve. With this, the Reserves and Surplus as on 31th March 2010 would be Rs. 77.34 lakhs.

DEPOSITS

The Company does not hold any public deposits as on 31th March 2010. The Company has stopped collecting public deposits and has got its Licence amended by Reserve Bank of India accordingly. Your Company does not propose to collect public deposits in the coming year.

RESERVE BANK OF INDIA DIRECTIONS

The Company is a NBFC registered with Reserve Bank of India and follows all the RBIs regulations prescribed for such NBFCs not collecting public deposits.

DIRECTORS

Mr R K Viswanathan and Justice S Sivasubramaniyam retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

As prescribed by Sec.217 (2AA) of the Companies Act, 1956, your Directors furnish herein the responsibility statement as under.

Your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s K Ramkrish & Co., Chartered Accountants retire as Statutory Auditors on the conclusion of this Annual General Meeting and they are eligible for reappointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec.224 of the Companies Act, 1956.

SECRETARIAL AUDIT REPORT

As part of the guidelines issued by Government of India for voluntary adoption by all Companies, your Company appointed Mr M Damodaran, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31th March 2010, addressed to the Board of Directors of the Company, is attached to the Annual Report. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act,1956, Depositories Act, 1996, Listing Agreement with the Stock Exchanges, Securities Contracts (Regulations) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including the Securities and Exchange to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

LISTING WITH STOCK EXCHANGES

The Companys securities are at present listed only with,

Bombay Stock Exchange Ltd. Floor 25, P.J. Towers, Dalai Street, Mumbai, whose terminals are available nationwide.

The Listing Fees for the Bombay Stock Exchange has been paid upto date.

The Company had applied for Voluntary Delisting of its equity shares from Madras Stock Exchange on 27th July 2007, after getting the approval of the shareholders in the Annual General Meeting held on 27th July 2007. After following up with the Madras Stock Exchange, approval for the voluntary delisting was received from Madras Stock Exchange with effect from 21st December 2009 through their letter No. MSE /LD /PSK /731 /299 /09 dated 21st December 2009.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement under instructions from SEBI incorporating a code of corporate governance to be followed by. listed Companies. Corporate Governance has become an important characteristic of late, after some regrettable developments in India arid the world.

Your Company has implemented the same fully and the enclosed report gives the details thereon. A certificate from the statutory auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

The Company had adopted most of the recently introduced voluntary guidelines for Corporate Governance as introduced by the Government of India. Some of them are also part of the guidelines prescribed under Clause 49 of the Listing Agreement. However, some of the new voluntary guidelines could not be introduced due to shortage of time - like tenure for Independent Directors, rotation of Auditors, etc. Your Company plans to adopt them in the current year to the extent feasible.

CORPORATE SOCIAL RESPONSIBILITY

Similarly the voluntary guidelines for Corporate Social responsibility will be introduced for adoption from the coming year and the report will be attached.

ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc., are not applicable to your Company.

Foreign Exchange (Earnings & outgo: Total Foreign Exchange used and earned).



Particulars 2009-10 2008-09

Foreign exchange

earnings Nil Nil

Foreign exchange

outgo Rs. 6592.00 Rs. 4780.00



PARTICULARS OF EMPLOYEES

There are no employees falling within the requirements of Section 217 (2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the services rendered by the Staff and Executives of your Company. Your Directors also thank the shareholders who have continued to repose their confidence in the Company and its management

For and on behalf of the Board of Directors



Place: Chennai-34 DR PALANIG PERIASAMY

Date: 26.05.2010 CHAIRMAN



 
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