Home  »  Company  »  Dolat Investment  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Dolat Investments Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their Thirty Fourth Annual Report and the audited statement of accounts for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The summarized financial results of the Company for the financial year ended March 31, 2015 are presented below: (Rs. in lacs)

Financial Year Financial Year Particulars ended March ended March

31, 2015 31, 2014

Total Revenue 3391.77 18292.29

Profit before interest, depreciation 495.13 (4298.28) and taxation

Finance cost 3.43 0.01

Depreciation 1.13 1.34

Profit before exceptional items & tax 490.57 (4299.63)

Exceptional items - -

Profit before tax 490.57 (4299.63)

Provision for taxation - Income Tax

- Deferred Tax 152.90 (1400.09)

Profit after tax 337.30 (2899.54)

Balance brought forward from previous year 3472.27 6371.81

Disposable surplus after adjustments 3809.58 3472.27

Appropriations-

- Depreciation adjustment 0.99 0

- Balance carried to balance sheet 3808.58 3472.27

The Company achieved a turnover of Rs. 3391.77 lacs as compared to Rs.18292.29 lacs in the previous year. Profit before tax and exceptional items were Rs.490.57 lacs as against Loss after tax of Rs. 4299.63 lacs incurred in the previous year. The Profit after tax stood at Rs. 337.30 lacs as compared to the Loss of Rs.2899.54 lacs incurred in the previous year. The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis Report.

REGISTERED OFFICE:

The registered office of the Company stands shifted from the State of Tamil Nadu to the Union Territory of Daman & Diu with effect from May 05, 2015 upon receipt of certificate of registration of Regional Director Order for change of state certifying the aforesaid change of situation of registered office. Consequently, the Corporate Identity Number (CIN) has been changed to L67100DD1983PLC004760. The details of the present address of the registered office are given below:

Dolat Investments Limited, Office No.141, Center Point, Somnath, Daman, Daman & Diu 396210.

DIVIDEND

To enable the Company to augment and conserve money for expansion of business, the Board of Directors do not recommend Dividend this year.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2015 was Rs. 1760.00 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, none of the Non-Executive Independent Directors of the Company holds equity shares in the Company The following Executive Director and Non Executive Non Independent Director are holding equity

shares of the Company as per details given below:

Sr. Name of the Director No. of Shares held No.

1. Mr. Rajendra D. Shah Managing Director 20,000

2. Mr. Harendra D. Shah* Non Executive 36,000 Non Independent Director

3. Ms. Harsha H. Shah** Non Executive 165,000 Non Independent Director

*Resigned with effect from 25th September, 2014. ** Appointed with effect from 25th September 2014 Finance

Cash and cash equivalent as at March 31, 2015 was Rs.58.46 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Deposits

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

Particulars of Loans, Guarantees and Investments

The Company has not provided any Loan, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 to any body corporate during the year ended 31st March, 2015.

Analysis

The Management Discussion and Analysis Report presented in a separate section forms part of the Board*s Report.

Corporate Social Responsibility (CSR) Initiatives

Due to loss incurred by the Company in the previous year the Company did not contribute any amount pursuant to the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/circulars issued by the Ministry of Corporate Affairs. Additional disclosures as required under the aforesaid provisions are given in Annexure-1.

Business Risk Management

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. One of the key risks faced by the Company in today*s scenario is the wide and frequent fluctuations in interest, currency and inflation rate and national and international political uncertainty.

The Company operates in the highly competitive market with competitors who may have better ability to spend more aggressively on research and development and technology and more flexibility to respond to changing business and economic conditions.

Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability.

However the Company is well aware of the above risks and as part of business strategy has put in mechanism to ensure that they are mitigated with timely action.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company*s competitive advantage. The details of the Risk Management Policy are available on the Company*s website www.dolatinvest.com . In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threaten the existence of the Company.

Policies:

Material subsidiary

During the year ended March 31, 2015, the Company does not have any material listed/unlisted subsidiary companies as defined in Clause 49 of the Listing Agreement.

Vigil Mechanism

The Board of Directors of Dolat Investments Limited are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company, the integrity of the financial matters of the Company and the accuracy of financial information is paramount.

The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets.

The employees should be able to raise these matters free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr. Sunil P. Shah, Chairman of Audit Committee through email or by correspondence through post. Further details are available on the company*s website www.dolatinvest.com.

Related Party Transaction

Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company*s website www.dolatinvest.com.

Corporate Social Responsibility

Contents of Corporate Social Responsibility Policy in the Board*s report are given in the Report on CSR activities in Annexure 1 and on the Company*s website www.dolatinvest.com.

Subsidiary Companies

During the year under review, no company is ceased to be a subsidiary/associate/joint venture of the Company. As on March 31, 2015, the Company did not have any subsidiary.

Hence, the provisions relating to consolidated financial statement as stated in Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, is not applicable to the Company.

Board of Directors

Appointments

Pursuant to the provisions of Sections 149 and 161 of the Companies Act, 2013, as recommended by Nomination and Remuneration Committee, the Board of Directors had appointed Ms. Harsha H. Shah (Non-Independent, Non- Executive Director) as an Additional Director of the Company, a woman director, with effect from September 25, 2014 . In accordance with the provisions of the aforesaid section, Ms. Harsha H. Shah holds office up-to the date of the 34th Annual General Meeting of the Company. Appropriate resolutions seeking the consent of the Members of the Company for appointment of Ms. Harsha H. Shah as Director liable to retire by rotation forms part of the Notice convening the 34th Annual General Meeting. Ms. Harsha H. Shah is one of the promoters of the Company.

Independent Directors

At the 33rd Annual General Meeting of the Company held on September 18, 2014, the Members of the Company had appointed Mr. Sunil P. Shah and Mr. Shashikant H. Gosalia as Independent Directors of the Company, for a period of 5 years with effect from September 18, 2014. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Cessation

Mr. Harendra D. Shah, Non Independent Non Executive Director resigned from the Board of Directors of the Company with effect from September 25, 2014.

The Board of Directors wish to place on record their appreciation for the services rendered by Mr. Harendra D. Shah during his Directorship on the Board.

Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Rajendra D. Shah (DIN 00005013), Managing Director retires by rotation and being eligible offers himself for reappointment.

Meetings of the Board

During the year, the Board of Directors met 5 times, details of which are provided in Table 3 of the Corporate Governance report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The details of the policy on evaluation of Board*s performance is available on the Company*s website www.dolatinvest.com.

Familiarization programme for Independent Directors

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc. through various initiatives. The details of the aforementioned programme is available on the company*s website www.doaltinvest. com.

Board Committees

A. Corporate Social Responsibility Committee

The CSR Committee comprises

1. Mr. Sunil P. Shah, Chairman of the Committee & Independent Director

2. Mr. Shashikant H. Gosalia, Independent Director

3. Mr. Rajendra D. Shah, Managing Director

B. Audit Committee

The Audit Committee comprises Independent Directors and Non Executive Directors

1. Mr. Sunil P. Shah, Chairman of the Committee

2. Mr. Shashikant H. Gosalia

3. Ms. Harsha H. Shah

All the recommendations made by the Audit Committee were accepted by the Board.

C. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Independent Directors and Non executive Directors.

1. Mr. Sunil P. Shah, Chairman of the Committee

2. Mr. Shashikant H. Gosalia

3. Ms. Harsha H. Shah

Key Managerial Personnel

Mr. Vaibhav P. Shah, Chief Financial Officer of the Company was appointed as Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013 during the financial year 2014-15.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note-2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm*s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company*s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The details of the transactions entered into between the Company and the related parties at an arms length basis is given in AOC-2 as Annexure 4.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., investments, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Auditors and Auditors' Report

Statutory auditors

At the Annual General Meeting held on September 18, 2014, M/s. Sundarlal Desai & Kanodia, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Sundarlal Desai & Kanodia, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Kumar Deora, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 2.

The observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and hence do not call for any further explanation or comments under Section 134(f)(i) of the Companies Act, 2013.

Corporate Governance

Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report.

Consolidated Financial Statements

Since the Company does not have any subsidiary or associate company, the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, covering the consolidated financial statement is not applicable to the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure 3.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure 5.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

1. Number of Complaints received : Nil

2. Number of Complaints disposed off : Nil

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure 6 and forms part of the Board*s Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are set out in the Annexure 7 and forms part of the Board*s Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report. The details of the remuneration policy of the Company is available on the Company*s website www.dolatinvest.com.

Acknowledgements

Relations with employees of the Company have been cordial.

The Directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company*s employees. Your

Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

RAJENDRA D SHAH HARSHA H SHAH Managing Director Director (DIN 00005013) (DIN 00012623) Mumbai, May 29, 2015


Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 33rd Annual Report together with the Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS 2013-2014 2012-2013 Particulars Rs.in lacs Rsin lacs

Total Revenue 18292.29 21673.10

Less: Expenditure 22590.58 20507.82

Profit Before Tax and Depreciation/Amortization (4298.29) 1165.28

Less: Depreciation /Amortization 1.34 1.69

Profit Before Tax

Less: Total Tax Expenses (1400.09) 372.47

Profit After Tax (2899.54) 791.12

DIVIDEND

Due to loss incurred by the Company the Board of Directors do not recommend Dividend for the year. INVESTMENTS

The Management regularly reviews the Company''s Portfolio of investment and the securities and commodities are bought and sold in physical/demat form in order to make gains.

REVIEW OF OPERATIONS

Your Company earned gross revenue of Rs. 18,292.29 lacs, during the year under review as against Rs.21,673.10 lacs reported in the previous year. The company incurred Loss before tax of Rs.4299.63 lacs as against profit before tax of Rs.1163.59 lacs earned in the previous year. After making necessary adjustment for tax, the net loss of your company is Rs.2,899.54 lacs as against net profit after tax of Rs.791.12 lacs in the previous year. The basic earning per share is Rs.-1.65. Previous year Rs.0.45. The Company incurred loss in Commodities trade carried out on National Spot Exchange Limited. The Company through its broker filed case with Economic Offense Wing of the Mumbai Police. The Directors hope the Company will recover the money.

Human Resource Development

The Company has a team of able and experienced industry professionals. There is in place a well-defined in - house training program for its employees.

Fixed Deposits

During the year Company has not accepted any fixed deposits from the public.

Directors

In accordance with the Articles of Association of the Company, Mr. Harendra D. Shah, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Sunil P. Shah and Mr. Shashikant H. Gosalia, be re-appointed as Independent Directors of the Company for a consecutive five years from the ensuing annual general meeting and they are not liable to retire by rotation, in compliance of section 149 of the Companies Act, 2013.

Statutory Auditors:

M/s. Sundarlal, Desai & Kanodia, Mumbai, the Statutory Auditors of your Company retire at the ensuing Annual General Meeting and offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013 (''the Act'') read with the Rules made thereunder, M/s. Sundarlal, Desai & Kanodia, Mumbai, can be appointed as the Statutory Auditors of the Company. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their appointment. The Audit committee and Board of Directors have recommended the appointment of M/s. Sundarlal, Desai & Kanodia, Chartered Accountants as the Statutory Auditors of your Company.

Auditors Report

The Auditors Report to the Shareholders does not contain any reservation, qualification or adverse remark, except under heading ''Emphasis of Matter'' without qualifying the report drawn attention to: ''the company has unsettled exposure for various commodities trade through NSEL/broker. As no physical stock is received from/through NSEL by the Company, the cost/amount paid by company is written off as business loss while determining stock in trade as on 31.03.2014. Amount received by the company towards disputed transaction on platform of NSEL is offered as income and shown under income from operation. The detailed note on subject is given at note no 26 of Notes to Financial Statements for the year ended 31st March, 2014.

As explained in the Audit Report, the explanations given in note no. 26 of Notes to Financial Statement is self explanatory.

Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act 2000 the Directors confirm that:

a) In the preparation of Annual Accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and Profit of the company for the year ended on that date;

c) They 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 frauds and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

None of the employees of your Company is drawing remuneration exceeding limits laid down under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975.

Particulars under Section 217(1)(e) of the Companies Act, 1956

The relevant information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company as the Company is carrying on business of Investment and trading in shares and commodities.

Foreign Exchange Earnings & Outgo

Foreign Exchange earning: Rs. NIL (Previous year Rs. NIL)

Foreign Exchange expenditure: Rs. NIL (Previous year Rs. NIL)

Corporate Governance

A report on corporate governance pursuant to clause 49 of the listing agreement is given in Annexure ''A''. Compliance Certificate

A Certificate from the Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Dematerialization

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Services (India) Limited)

Under the Depository system, the International Securities Identification Number (ISIN) allotted to the Company''s Equity Shares is INE 966A01022

Acknowledgement

Your Directors place on record their appreciation of contribution made by employees at all levels, other business associates and for efficient services rendered by them.

For and on behalf of the Board HARENDRA D. SHAH (CHAIRMAN)

Place: Mumbai Date: 29th May, 2014

Registered Office: 203, City Center, 186, Pursawalkam High Road, Keleeys, Chennai 600010.


Mar 31, 2013

The Members,

The Directors have pleasure in presenting the 32nd Annual Report together with the Audited Statements of Accounts for the year ended 31st March 2013

FINANCIAL RESULTS

2012-2013 2011-2012 Particulars Rs. in lacs Rs. in lacs

Total Revenue 21673.10 21803.51

Less: Expenditure 20507.82 21684.93

Profit Before Tax and Depreciation/ Amortization 1165.28 118.58

Less: Depreciation /Amortization 1.69 2.33

Profit Before Tax 1163.59 116.25

Less: Total Tax Expenses 372.47 21.68

Profit After Tax 791.12 94.57

DIVIDEND

To enable the Company to augment and conserve money for expansion of business, the Board of Directors do not recommend Dividend this year.

INVESTMENTS

The Management regularly reviews the Company''s Portfolio of investment and the securities and commodities are bought and sold in physical/demat form in order to make gains.

REVIEW OF OPERATIONS

Your Company earned gross revenue of Rs. 21673.10 lacs, during the year under review as against Rs.21,803.51 lacs reported in the previous year. The Profit before tax Rs. 1163.59 lacs as against Rs.116.25 lacs in the previous year. After providing for tax, the net profit of your company is Rs.791.12 lacs as against Rs.94.57 lacs in the previous year. The basic earning per share is Rs.0.45 (previous year Rs.0.05).

FIXED DEPOSITS

During the year Company has not accepted any fixed deposits from the public.

DIRECTORS

During the current year the Directors appointed Mr. Rajendra D. Shah, as Managing Director of the Company, subject to approval of the shareholders, with effect from 1st June 2013, for a term of 5 years. The term of office Mr. Harendra D. Shah, as Managing Director, will be completed on 31st May, 2013 and due to other commitment, Mr. Harendra D. Shah, expressed not to be re- appointed as Managing Director of the Company. However, Mr. Harendra D. Shah shall continue to remain a Non Executive Director of the Company.

The Directors placed on record the valuable service rendered by Mr. Harendra D. Shah, during his tenure as Managing Director of the Company.

In accordance with the Articles of Association of the Company, Mr. Sunil P. Shah, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

The Company''s Auditors M/s Sundarlal, Desai & Kanodia, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company and, being eligible offer themselves for re-appointment. The company received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITORS'' REPORT

The Auditors Report to the Shareholders does not contain any reservation, qualification or adverse remark.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act 2000 the Directors confirm that:

a) In the preparation of Annual Accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2013 and Profit of the company for the year ended on that date;

c) They 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 frauds and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is drawing remuneration exceeding limits laid down under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975.

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

The relevant information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company as the Company is carrying on business of Investment and trading in shares and commodities.

FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange earning: Rs. NIL (Previous year Rs. NIL) Foreign Exchange expenditure: Rs. NIL (Previous year Rs. NIL)

CORPORATE GOVERNANCE

A report on corporate governance pursuant to Clause 49 of the listing agreement is given in Annexure ''A''.

COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Services (India) Limited)

Under the Depository system, the International Securities Identification Number (ISIN) allotted to the Company''s Equity Shares is INE 966A01022

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of contribution made by employees at all levels, other business associates and for efficient services rendered by them.

CAUTIONARY STATEMENT

The statements in this report including Management''s Discussion and Analysis report reflects Company''s projections, estimates, expectations or predictions and contain forward looking statements that involve risks and uncertainty. The Company and the Management shall not be held liable for any loss, which may arise as a result of any action taken on the basis of the information contained herein. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on the date.



For and on behalf of the Board Harendra D. Shah

(Chairman & Managing Director)

Place: Mumbai

Date: 24th May, 2013

Registered Office:

203, City Center,

186, Purswakkam High Road,

Keleeys, Chennai 600010.


Mar 31, 2010

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Statements of Accounts for the year ended 31 st March 2010.

FINANCIAL RESULTS

Financial Financial Particulars 2009-2010 2008-2009 Rs. in lacs Rs. in lacs

Income from Operations 1915.02 3470.26

Profit/(Loss) before deprec iation & interest 947.08 2047.49

Add/Less: Depreciation 4.30 2.12

Interest 0.75 5.05 0.11 2.23

Profit / (Loss) before tax 942.03 2045.26 Less: Provision for tax

Current Tax 265.00 620.00

Deferred Tax (0.41) 0.49

Fringe Benefit Tax - 1.05

Profit after tax 677.46 1423.72

Add: Excess/(Short) provisions of earlier years IT (20.65) 57.86

Less: Prior period Item (0.34) -

Add: MAT Credit of Earlier Year - 7.66

656.46 1489.23

Balance brought from last year 4818.85 3735.53

Profit available for appropriation 5475.32 5224.76 Less: Appropriations:

Proposed Dividend 88.00 176.00

Dividend Distribution Tax 14.62 29.91

General Reserve 50.00 200.00

Balance carried forward 5322.70 4818.85



DIVIDEND

The Directors are pleased to recommend for approval of the Members a dividend of Rs.0.05 (5%) per share on 17,60,00,000 equity shares of Re. 1/- each of the Company for the financial year 2009-10. The dividend on the equity shares, if declared as above, would involve an outflow of Rs.88,00,000/- towards dividend and Rs.14,61,570/-towards dividend tax, resulting in a total outflow of Rs.1,02,61,570/-.

INVESTMENTS

The Management regularly reviews the Companys Portfolio of investment and the securities are bought and sold in orderto make gains.

REVIEW OF OPERATIONS

The year under review witnessed a strong revival of real economy and financial markets across the globe, more particularly in India. The Indian economy saw a marked increase in industrial production and trade, which coupled with higher global liquidity and increased Fll inflows lead to a sharp recovery in the financial markets.

During the year the Company earned operational income of Rs. 1915.02 Lakhs for the year under review as compared to profit of Rs. 3470.26 Lakhs earned in the previous year 2008-09, a decline of 44.82%. The Company has earned net profit after tax of Rs. 677.45 Lakhs as compared to a net profit after tax of Rs.1423.72 Lakhs earned In the previous year 2008-09, a decline of 52.42%. Company has transferred Rs.50.00 Lakhs to General Reserve. Due to tough competition in the business model, in which the Company operates, the gross revenue and margin declined substantially in comparison with previous year.

FIXED DEPOSITS

During the year Company has not accepted any fixed deposits from the public.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Sunii P. Shah, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

The Companys Auditors M/s Sundarial, Desai & Kanodia, Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting of the Company and, being eligible offer themselves for re-appointment. The company received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (16) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act 2000 the Directors confirm that:

a) In the preparation of Annual Accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March, 2010 and Profit of the company for the year ended on that date;

c) They 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 frauds and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is drawing remuneration exceeding limits laid down under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975.

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

The relevant information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company as the Company is carrying on Investment and share trading Business.

CORPORATE GOVERNANCE

A report on corporate governance pursuant to clause 49 of the listing agreement is given in Annexure A.

COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the Company regarding Compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Services (India) Limited)

Under the Depository system, the International Securities Identification Number (ISIN) allotted to the Companys Equity Shares is INE 966A01022

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of contribution made by employees at all levels, other business associates and for efficient services rendered by them.

For and on behalf of the Board

Harendra D. Shah (Chairman & Managing Director)

Place: Mumbai Date: 3rd August, 2010

Registered Office: 203, City Center, 186, Purasawalkam High Road, Keleeys, Chennai 600010.





 
Subscribe now to get personal finance updates in your inbox!