Mar 31, 2015
The Directors take pleasure in presenting the Twenty first Annual
Report of the Company together with the Audited Accounts for the
Financial Year ended 31st March 2015.
FINANCIAL RESULTS
Financial results of the company during the year vis-a-vis previous
year are as follows: - (Rs. In Lacs)
Year Ended Year Ended
31.03.2015 31.03.2014
Total Income 721.26 838.10
Profit ALoss) before
Depreciation and Tax 720.25 844.58
Less:
Depreciation 1.05 0.29
Profit ALoss) before
Tax (0.04) (6.77)
Less: Provision for Income
Tax O.00 0.17
Profit ALoss) after
TaX (0.04) (6.94)
Balance brought forward
from previous years (47.74) (40.80)
Balance carried to
Balance Sheet (47.78) (47.74)
DIVIDEND
In view of insufficient profit and brought forward losses, the
directors do not recommend any dividend for the year ended March,
31,2015.
PERFORMANCE
The company is mainly engaged into investment and finance activities.
During the year under review, the total revenues for the year were Rs.
721.26 lacs, as compared to Rs. 838.10 lacs last year. Company has
reported net loss for the year at Rs.0.04 lacs as compare to Rs. 6.77
lacs last year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT A. INDUSTRY STRUTURE &
DEVELOPMENT
Due to one party government at the centre and initiatives like "MAKE IN
INDIA" India's growth story got a boost with the rebasing of GDP data.
Based on the new series, the Real GDP growth stands at 7.4%in F. Y.
2014-15 and 6.9%in FY2013-14 i.e. approximately 180 bps higher than
earlier estimates. While the data shows that growth recovery has been
swift and substantial, several on-ground indicators like growth in
industrial output, credit and net tax revenues suggest that activity is
still sub-par. Non-Banking Financial Companies ("NBFCs") in India,
have evolved over the last fifty years to emerge as notable alternate
sources of credit intermediation, especially for the last mile credit
delivery. Regulation of the NBFC sector over the last decade and a half
has been incremental. As and when risks have been detected, they were
sought to be addressed. RBI has taken major step in F.Y. 2014-15 to
align asset classification norms with that of banks ( 90 days norms
phased in over 3 years). Higher standard asset provisioning has been
put in place (0.40% against the existing 0.25% phased in over 3 years).
The sector will report higher NPAs in the initial period, however, the
sector as a whole will emerge stronger after the implementation of
these initiatives.
The year ahead will be challenging on the credit quality front.
However, if the government and private spending revive, partially
assisted by interest rate cuts, FY 2015-16 could witness an improvement
in asset quality and growth.
B. OPPORTUNITY & TREATS
A significant proportion of the Indian population still languishes
outside the periphery of formal channels of financial services. This is
both a challenge and an opportunity. It is a challenge, because India's
financial architecture needs to be strengthened with urgency to
reinforce the message of inclusiveness. It is an opportunity, because
the NBFC sector can play a pivotal role in India's economic development
by meeting the credit requirements of Indian corporate and a wide cross
section of population. NBFC players have already focused on enhancing
their financial products and services.
The Reserve Bank of India's enhancement of the credit limits through
securitization transactions for both banks and NBFCs shall provide
better opportunities to NBFCs meet their ongoing capital/funding
requirements.
Growth of the Company's asset book, quality of assets and ability to
raise funds depend significantly on the economy.
Unfavorable events in the Indian economy can affect consumer sentiment
and in turn impact consumer decision to purchase financial products.
Competition from a broad range of financial services providers,
unstable political environment and changes in Government policy/
regulatory framework could impact the Company's operation.
C. RISKS AND CONCERNS
Your Company is subject to both internal and external risk. External
risk due to fluctuation in interest rates, market volatility and
decline in foreign exchange reserves etc. Internal factors including
investment in specific projects, NPA's in portfolio, upcoming changes
in rules and regulation governing the industry, contingent liabilities
etc.
Your Company has directed its effort towards risk management by
employing the expertise people and technology to mitigate the risks
affecting the growth and profitability of the Company. The Company is
constantly engaged in innovating its methods and procedures of risk
management.
D. OUTLOOK
Today, India has vibrant NBFC sector and industry players have
established an identity of their own, with presence in niche market
segments. NBFCs have registered steady and consistent growth by
maintaining a strong through-the -cycle operating performance, stable
asset quality, adequate capital buffers and diversified funding
profits.
NBFCs are likely to sustain a steady growth, owing to their capability
for product innovation and high customer reach. Moreover, increased
income in the semi-urban and rural markets is also expected to drive
industry demand. There is a recent surge in economic activities with
stalled projects getting clearances and growing prospects of investment
revival. Such a scenario is expected to drive credit demand and augurs
well for the industry as a whole.
E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Control measures and systems are established to ensure the
correctness of the transactions and safe guarding of the assets.
Considering the size and nature of activities, the company has adequate
internal control system covering both accounting and administrative
control. In addition the internal audit is carried out periodically.
The management ensuring an effective internal control system so that
the financial statements and reports give a true and fair view.
F. HUMAN RESOURCES
The company always regards human resources as its most valuable asset
and continuously evolves policies and process to attract and retain its
substantial pool of managerial resources through friendly work
environment that encourages initiatives by individuals and recognizes
their performance.
G. CAUTIONARY NOTE
Certain Statements in the Management Discussion and Analysis describing
the company's views about the industry, expectations, objectives, etc
may be understood 'forward looking statement' within the meaning of
applicable laws and regulations. Factors like changes in Government
regulations, tax laws and other factors such as industrial relations
and economic developments etc. may further influence the company's
operations or performance. Actual results may differ substantially or
materially from those expressed or implied.
DIRECTOR'S In accordance with the provisions of section 152 of the
Companies Act, 2013 Mr. Jayesh Jain, Director of the Company, retire by
rotation at the ensuing Annual General Meeting and being eligible have
offered himself for re-appointment. Pursuant to Clause 49 of the
Listing Agreement, the background of the Director proposed to be
appointed/ re-appointed at the annual General Meeting is given in the
Corporate Governance report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the year four Board Meetings were convened and held. The details
of which are given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
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 appointment and
Remuneration Policy is stated in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DHTECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
INDEPENDENT Detectors MEETING
During the year under review, the independent Directors of the Company
met on January 15, 2015 inter-alia, to discuss:
a) Evaluation of performance of Non-independent Directors and the Board
of Directors of the Company as a whole.
b) Evaluation of performance of the Chairman of the Company, taking
into views of Executive and Non Executive Directors.
c) Evaluation of the quantity, content and timelines of flow of
information between the Management and the board that is necessary for
the Board to effectively and reasonably perform its duties.
INDUCTION AND TRAINING OF THE BOARD MEMBERS
Directors are issued a detailed appointment letter which inter alia
sets out terms of appointment, duties, responsibilities etc. of such
director. Each independent director of the Company on appointment is
given such letter of appointment and also briefed by the Managing
Director/ Executive Director about the nature of business of the
Company, its finances, operations etc. The Compliance Officer of the
company also assists the Independent Director in understanding their
statutory duties, obligations and responsibilities as a Director/
Independent Director of the Company.
EVALUATION OF PERMORMANCE OF THE BOATRD MEMBERS
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the evaluation of the performance of the Board
as well as of the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee has been carried out.
The performance evaluation of the Independent Directors was carried out
by the entire Board and the performance evaluation of the Chairman and
Non-independent Directors was carried out by the Independent Directors.
BOARD COMMITTEES
The Board of Directors of your Company had already constituted various
Committees in compliance with the provisions of the Companies Act, 2013
/Listing Agreement viz. Audit Committee, Nomination & Remuneration
Committee, Stakeholders Relationship Committee and Finance Committee.
During the year under review, in compliance with the provisions of
Clause 49 of the Listing Agreement, The board had also constituted the
Risk Management Committee.
All decisions pertaining to the constitution of Committees, appointment
of members and fixing of terms of reference / role of the Committees
are taken by the Board of Directors.
Details of the role and composition of these Committees, including the
number of meetings held during the financial year and attendance at
meetings, are provided in the Corporate Governance Section of the
Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 your directors confirm that:-
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at March 31, 2015 and of the profit of the company
for that period;
iii. the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts on a going concern
basis.
v. 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
vi. the directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186(ll)(a) of the Companies Act,2013 (the 'Act')
read with Rule 11(2) of the Companies (Meetings of Board and its
Powers) Rules, 2014, the loan made, guarantee given or security
provided in the ordinary course of business by a Non- Banking Financial
Company (NBFC) registered with Reserve Bank of India are exempt from
the applicability of provisions of Section 186 of the Act.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The company in order to maintain highest standards of ethical, moral
and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to
provide an avenue to its employees to raise concerns of any violations
of legal or regulatory requirements, incorrect or misrepresentations of
any financial statements and reports, etc. The Audit committee of the
company oversees the said mechanism from time to time. None of the
Company personnel has been denied access to the Audit Committee.
RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The report on Corporate Governance as stipulated under the
Listing Agreement forms an integral part of this Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance is attached to the report on
Corporate Governance.
STATUTORY AUDITORS
The Shareholders at their 20th Annual General Meeting held on 30th
September 2014 had approved appointment of M/s. MVK Associates,
Chartered Accountants, as the Auditors of the Company for a term of
consecutive three years, subject to ratification by the shareholders
every year, as per the provisions of section 139 of the companies act
2013 read with Rules made there under. Accordingly ratification of the
members for the appointment of M/s. MVK Associates, Chartered
Accountants as the Auditors of the Company from the conclusion of this
Annual General Meeting till the conclusion of the next Annual General
Meeting is being obtained at the ensuing Annual General Meeting.
The Company has obtained a written consent from the Auditors to such
continued appointment and also a certificate from them to the effect
that their appointment, if ratified, would be in accordance with the
conditions prescribed under the Companies Act, 2013 and the rules made
there under, as may be applicable.
AUDITORS' REPORT
The Auditors' Report to the members on the Accounts of the Company for
the financial year ended March 31, 2015 does not contain any
qualification, reservation or adverse remark.
SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Board has appointed R N Gupta & Co., Practicing Company
secretary to conduct the Secretarial Audit of the Company for the
Financial Year 2014-15. The Secretarial Audit report is annexed
herewith as Annexure-1 to this report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to
the company.
PARTICULARS OF EMPLOYEES:
The information required under Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 is attached
herewith as Annexure-2. There are no employees covered under Rule 5 (2)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of whom particulars are required to be
furnished.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is annexed herewith as Annexure-3 to this Report.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS IF ANY
There are no significant or material orders passed by the Regulators /
courts which would impact the going concern status of the Company and
its operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to the requirement under Section 134(3)(m) of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014.
i. The company has no activity involving conservation of energy or
technology. ii. Foreign exchange earning Rs. Nil. iii. Foreign
Exchange outgo: Rs. Nil
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place as Anti Harassment policy in line with the
requirements of The sexual harassment of women at the workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the year
under review, company has not received any Sexual Harassment
Complaints.
INTERNAL CONTROL SYSTEM AND Theft ADEQUACY
The Company has Internal Control Systems, commensurate with the size,
scale and complexity of its operations. The Internal Audit Department
monitors and evaluates the efficacy and adequacy of internal control
systems in the Company, its compliance with operating systems,
accounting procedures and policies within the Company. Based on the
report of internal audit function process, owners undertake corrective
action in their respective areas and thereby strengthen the controls.
Significant observations and corrective actions thereon are presented
to the Audit Committee from time to time.
SHARES
a) The Company has not bought back any of its securities during the
year under review.
b) The Company has not issued any Sweat Equity Shares during the year
under review.
c) No Bonus Shares were issued during the year under review.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
RBI GUIDELINES
The company continues to comply with all the requirements prescribed by
the reserve Bank of India from time to time as applicable.
ACKNOWLEDGEMENT
The Directors takes this opportunity to thank all their colleagues at
Explicit Finance Ltd. for their professionalism and dedication to the
task at hand. The board also wishes to place on record their
appreciation for valuable support given by the Bankers, Clients and
Shareholders.
For and on behalf of the Board of Directors
Swati Dave
Mumbai, dated 12th
August 2015 Managing Director
Mar 31, 2014
Dear members,
The Directors are presenting the Twentieth Annual Report of the
Company together with the Audited Accounts for the Financial Year ended
31st March 2014.
FINANCIAL RESULTS
Financial results of the company during the year vis-a-vis previous
year are as follows: -
(Rs. In Lacs)
Year Ended Year Ended
31.03.2014 31.03.2013
Total Income 838.10 211.11
Profit/(Loss) before Depreciation (6.48) (1.83)
and Tax
Less: Depreciation 0.29 0.44
Profit/(Loss) before Tax (6.77) (2.27)
Less: Provision for Income Tax 0.17 0.05
Profit/(Loss) after Tax (6.94) (2.32)
Balance brought forward from (40.79) (38.47)
previous years
Balance carried to Balance Sheet (47.75) (40.79)
DIVIDEND
In view of brought forward losses, the directors do not recommend any
dividend for the year ended 31st March, 2014.
PERFORMANCE
The company is mainly engaged into investment and finance activities.
Over the reporting period, the total income of the company has
increased to Rs. 838.10 lacs from Rs. 211.11 lacs in the previous
financial year. The growth performance for financial year 2013-14 was
affected by global economic and financial challenges all around the
world including India. Henceforth every sector and company''s
performance and profitability suffered. The capital spending was at
lower side. The company has incurred net loss of Rs. 6.94 during the
year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A. INDUSTRY STRUTURE & DEVELOPMENT
For several years, NBFCs have rapidly emerged as an important segment
of the Indian Financial System. The sector is now being recognized as
complementary to the banking sector due to the implementation of
innovative marketing strategies, introduction of tailor made products,
customer-oriented services, attractive rates of return on deposits and
simplified procedures. If fact, NBFCs have emerged as a powerful force
for financial inclusion in India, serving the bottom of the pyramid
rural clients. The financial year 2013-14 witnessed a gradual recovery
of the global economy, although the pace has tended to be uneven and
prone to uncertainties. At the same time, there has been a distinct
change in the pattern of recovery.
B. OPPORTUNITY & TREATS
Your Company is mainly engaged in the business of Finance and
Investment in Capital Market. Business opportunities for Finance
Companies are enormous as the new areas and segments are being
explored. There is a large scope of small size Finance & Investment
Companies like ours, for certain segment of customers, which remain
unserved by Banks and large size Investment & Finance Companies.
The major threat being faced by Investment & Finance Companies are
frequent regulatory changes, Interest Rate hikes by RBI, high
Inflation, aggressive marketing of banks and volatility in global
equity and commodity market.
C. RISKS AND CONCERNS
Your company''s performance to a large extent depends upon scenario of
the capital markets, finance scenario, RBI policies, industry
performance and the general economic outlook of the country. The
volatility in the stock Market, rate of interest and GDP would affect
the profitability of the company.
D. OUTLOOK
NBFCs are characterized by their ability to provide niche financial
services in the Indian economy. Because of their relative
organizational flexibility leading to a better response mechanism, they
are of tenable to provide tailor-made services relatively faster than
banks. This enables them to build up a clientele that ranges from small
borrowers to establishedcorporate. NBFCs have often been leaders in
financial innovations, which are capable of enhancing the functional
efficiency of the financial system.
In the long term, given the outlook for continued growth and
wealth-creation in India, we continue to believe corporate profits and
equity market performance will warrant continued interest from Indian
institutional investors and foreign investors also.
E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Control measures and systems are established to ensure the
correctness of the transactions and safe guarding of the assets.
Considering the size and nature of activities, the company has adequate
internal control system covering both accounting and administrative
control. In addition the internal audit is carried out periodically.
The management ensuring an effective internal control system so that
the financial statements and reports give a true and fair view.
F. HUMAN RESOURCES
The company always regards human resources as its most valuable asset
and continuously evolves policies and process to attract and retain its
substantial pool of managerial resources through friendly work
environment that encourages initiatives by individuals and recognizes
their performance.
G. CAUTIONARY NOTE
Certain Statements in the Management Discussion and Analysis describing
the company''s views about the industry, expectations, objectives, etc
may be understood ''forward looking statement'' within the meaning of
applicable laws and regulations. Factors like changes in Government
regulations, tax laws and other factors such as industrial relations
and economic developments etc. may further influence the company''s
operations or performance. Actual results may differ substantially or
materially from those expressed or implied.
CORPORATE GOVERNANCE
As a Listed Company, necessary measures are taken to comply with the
Listing Agreements with the Stock Exchanges. A report on the Corporate
Governance together with a certificate of compliance from the Auditors,
forms part of this report.
PUBLIC DEPOSITS
The company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013 and/or rules framed there under.
SHARE CAPITAL
Your company has not made any allotment during the year and hence forth
there is no change in the Share Capital of the Company.
DIRECTORS
Pursuant to the provisions of Sections 149(13) and 152 of the Companies
Act, 2013 Independent Directors of the Company are not liable to retire
by rotation. The term of office of Independent Director is five
consecutive years on the Board of the Company, but they will be
eligible for re-appointment on passing the Special Resolution for
another term of five years. Hence all the Independent Directors of the
Company will be appointed for a term of Five years commencing from
September 30, 2014 to September 29, 2019.
Pursuant to the provisions of Companies Act, 2013 Mrs. Swati Dave was
appointed as an Additional Non-Executive Woman Director of the Company
w.e.f. August 8, 2014 liable to retire by rotation.
The Company has received notices under Section 160 of the Companies
Act, 2013 from Members of the Company with requisite deposit signifying
their intention to propose Mr. Jayesh Jain, Mr. Deepak Oza and Mrs.
Swati Dave as Directors of the Company.
The above appointment / re-appointment forms part of the notice
convening the Annual General Meeting and the resolutions are
recommended for your approval. Brief resume of the Directors proposed
to be appointed and reappointed and other information as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges is given in
Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
* That in the preparation of annual accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
* That the Directors have selected such accounting policies and applied
them consistently and made judgments 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 Profit of
the company for the year under review;
* That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
* That the directors have prepared the accounts for the financial year
ended 31st March 2014 on a Âgoing concern'' basis.
STATUTORY AUDITORS
M/s. MVK Associates, Chartered Accountants, having Firm registration
no. 120222W the Auditors of the Company hold office until the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment.
The Company has received letter from the Auditors to the effect that
their re-appointment, if made, would be within the prescribed limits
under the provisions of the Companies Act, 2013 and also that their
firm is not disqualified within the meaning of Section 141 of the
Companies Act, 2013, for such appointment.
The Board of Directors therefore recommends the appointment of M/s. MVK
Associates, Chartered Accountants as Statutory Auditors of the Company
for the financial year 2014-2015 for the approval of the members.
RBI GUIDELINES
The company continues to comply with all the requirements prescribed by
the Reserve Bank of India from time to time as applicable to it.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to the requirement under section 217(1)(e) of the Companies
Act 1956, read with Companies (Disclosures of Particulars in the Report
of Board of Directors) Rules, 1988.
a) The Company has no activity involving conservation of energy or
technology absorption.
b) Foreign exchange earnings Rs. Nil.
c) Foreign exchange Outgo: Rs. Nil.
THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED
There is no employee covered pursuant to Section 217(2A) of the
companies Act, 1956 in respect of whom particulars are required to be
furnished.
ACKNOWLEDGEMENT
The Directors take the opportunity to thanks all its colleagues at
Upsurge Investment & Finance Ltd. for their professionalism and
dedication to the task at hand. The Board also wishes to place on
record its appreciation for valuable support given by the Bankers,
Clients and Shareholders.
By Order of the Board of Directors
Gopal Dave
Managing Director
REGD OFFICE:
305, Sohan Commercial Plaza, Vasai (E), Thane -401210
Dated: August 25, 2014
Mar 31, 2010
The Directors have pleasure in presenting the SIXTEENTH Annual Report
of the Company together with the Audited Accounts for the Financial
Year ended 31st March 2010.
FINANCIAL RESULTS
Financial results of the company during the year vis-a-vis previous
year are as follows: -
(Rs. In Lacs)
Year Ended Year Ended
31.03.2010 31.03.2009
Total Income 100423 20079
Profit / (loss) before Depreciation
and Tax 247 148
Less:Depreciation 0.49 0.61
Profit / (loss) before Tax 198 0.87
Less-" Provision for Income Tax & FBT 064 0.41
Profit / (loss) after Tax 135 0.46
Balance brought forward from previous
years (4156) (4198)
Transfer to Statutory Reserve - -
Balance carried to Balance Sheet (4276) (4156)
DIVIDEND
In view of brought forward losses, the directors do not recommend any
dividend for the year ended
31st March, 2010.
PERFORMANCE
Fiscal 2010 has been a year of renewal of confidence and optimism in
the Indian Economy, as it has rebounded strongly from the impact of the
global financial crisis and demonstrated its inherent strength and
growth potential. Indias resilience has been admirable as it
demonstrated that a domestic consumption driven economy is more immune
to the vagaries of global uncertainties.
Looking at the performance for the year, the profit after tax has
increased to Rs. 1.35 lacs in 2010 against profit of Rs. 0.46 lacs in
the last year.
CORPORATE GOVERNANCE
As a Listed Company, necessary measures are taken to comply with the
Listing Agreements with the Stock Exchanges. A report on the Corporate
Governance together with a certificate of compliance from the Auditors,
forms part of this report.
PUBLIC DEPOSITS
The company has not accepted any deposits within the meaning of Section
58A of Companies Act,
1956 and/or rules framed there under.
DIRECTORS
Sarvashri Avinash Mainkar and Satish Pai retire by rotation in
accordance with the provision of the Companies Act, 1956 and the
Articles of Association of the Company and being eligible, offer
themselves for re appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to irectors Responsibility Statement, it is
hereby confirmed:
.That in the preparation of annual accounts for the financial year
ended 31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
.That the Directors have selected such accounting policies and applied
them consistently and made judgments 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
profit of the company for the year under review;
.That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
. That the directors have prepared the accounts for the financial year
ended 31st March 2010 on a going concern basis.
STATUTORY AUDITORS
M/s MVK Associates, Chartered Accountants Auditors of the company,
retire from the office of the Auditors at the ensuing Annual General
Meeting and being eligible have given a certificate in accordance with
the provisions of section 224 (l-B) of the Companies Act, 1956. The
Board recommends the re-appointment of M/s. MVK Associates, Chartered
Accountants as the Auditors.
PARTICULARS OF EMPLOYEES
There is no employee covered pursuant to Section 217(2A) of the
companies Act, 1956 read with
the Companies (Particulars of Employees) Rules 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of the nature of activities are being carried on by the
Company, Rules 2A and 2B of the Companies (Disclosures of Particulars
in the Report of Board of Directors) Rules, 1988, concerning
conservation of energy and research and development and technology
absorption respectively are not applicable to the Company
FOREIGN EXCHANGE EARNING AND OUTGO
Earnings : Nil Outgo : Nil
ACKNOWLEDGEMENT
The Directors takes this opportunity to thanks all its colleagues at
Explicit Finance Ltd. for then- professionalism and dedication to the
task at hand. The board also wishes to place on record its appreciation
for valuable support given by the Bankers, Clients and Shareholders.
For and on behalf of the Board of Directors
Gopal Dave
Mumbai 1st September 2010 Director
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