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Directors Report of Finkurve Financial Services Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Financial Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Total Revenue 30.40 5.53

Less : Total Expenses 67.17 35.07

Profit / (Loss) before tax (36.77) (29.54)

Less : Provision for Taxation

- Income Tax Nil Nil

- Deferred Tax(Asset)/ Liability (9.96) (9.08)

Profit / (Loss) After tax (26.81) (20.45)

Balance of Profit/(Loss) as 56.19 76.65 per last Balance Sheet

Balance of Profit/(Loss) 29.39 56.19 carried to Balance Sheet

OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 30.40 Lacs as against Rs. 5.53 Lacs in the previous year. The Loss before tax was Rs. 36.77 Lacs as against Rs. 29.54 Lacs in previous year. The Loss after tax was Rs. 26.81 Lacs as against Rs. 20.45 Lacs in the previous year. Your Directors expect better performance and recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year, the Board of Directors do not recommend any payment of dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ketan Kothari, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends for his re-appointment.

Mrs. Riddhi Tilwani (DIN : 06910038) was appointed as Additional Independent Director on the Board of the Company on 01.07.2014, pursuant to the Articles of Association of the Company and Section 161 of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Mrs. Riddhi Tilwani (DIN:06910038) and Mr. Kamlesh Jain (DIN:01588994) as Independent Directors form part of the Notice of the Annual General Meeting.

The Company has received notices under Section 160 of the Companies Act, 2013 from Members signifying their intention to propose Mrs. Riddhi Tilwani and Mr. Kamlesh Jain as candidates for the office of Independent Director at the ensuing Annual General Meeting. The Company has also received the requisite disclosures/declarations from Mrs. Riddhi Tilwani and Mr. Kamlesh Jain as required under Section 149 and other applicable provisions of the Companies Act, 2013. Requisite approval for their appointment is being sought at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE:

The Company has complied with all the requirements regarding Corporate Governance as required under the revised Clause 49 of the Listing Agreement with the Stock Exchange(s). The report on Corporate Governance, Management Discussion and Analysis, as well as the Auditors Certificate on the compliance of Corporate Governance form part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. 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 31st March, 2014 and loss of the Company for the year ended on that date;

3. 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 for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a "Going Concern" basis. SUBSIDIARY COMPANIES:

RSBL Commodities Private Limited (RCPL) is engaged in the business of Bullion trading and Arbitrageurs in Agricultural products, metals and other commodities and securities. It is one of the largest delivery participants across major Indian commodity exchanges and is awarded PREMIER TRADING HOUSE status under the EXIM policy of India. RCPL is one of the few nominated agencies for import of bullion in India and also one of the only four Indian companies to be associated with the London Bullion Market Association (LBMA).

Supama Forex Private Limited (SFPL) is engaged in foreign exchange business. It is an Authorized Money Changer (AMC) grade license holder issued by the Reserve Bank of India (RBI) under the Foreign Exchange Management (fEMA) Act, 1999 and has been successfully catered to wholesale, retail, travel and commercial foreign exchange requirements of corporates, travel agents and individual private clients.

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding Company''s Balance Sheet, if the holding Company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly the Company is not attaching the Balance Sheets of the Subsidiary Companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. RSBL Commodities Private Limited and Supama Forex Private Limited is given in Annexure attached to this report.

The Annual Accounts of the above referred subsidiary companies are available on the Company''s website www.finkurve.com and shall be made available to the shareholders of the Company and of the subsidiary companies on request and will also be kept for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting of the Company.

AUDITORS:

M/s. Ladha Singhal & Associates, Chartered Accountants, Mumbai, (FRN: 120241W) the Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 139 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Ladha Singhal & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made there under during the year ended 31st March, 2014.

LISTING OF SHARES :

The Equity Shares of the Company are listed with BSE Limited and the Company has paid the listing fees for the financial year 2014-2015.

STATUTORY INFORMATION:

a) Particulars of Employees:

No employees were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are furnished.

b) Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding conservation of energy, research and development and technology absorption as required under 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. However, the Company makes its best possible efforts for conservation of energy.

There were no Foreign Exchange earnings /outgoings during the year under review.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Place: Mumbai Ketan B. Kothari Date: 1st July, 2014 Chairman


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31st March, 2013 31st March, 2012

Total Revenue 5.53 11.22

Less : Total Expenses 35.07 37.89

Profit / (Loss) before tax (29.54) (26.67)

Less : Provision for Taxation

- Income Tax Nil Nil

- Deferred Tax(Asset)/ Liability (9.08) (7.63)

Profit / (Loss) After tax (20.46) (19.04)

Balance of Profit/(Loss) as per last Balance Sheet 76.65 95.69

Balance of Profit/(Loss) carried to Balance Sheet 56.19 76.65

OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 5.53 Lacs as against Rs.11.22 Lacs in the previous year. The Loss before tax was Rs. 29.54 Lacs as against Rs. 26.67 Lacs in previous year. The Loss after tax was Rs. 20.46 Lacs as against Rs. 19.04 Lacs in the previous year. Your Directors expect better performance and recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year, the Board of Directors do not recommend any payment of Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ketan B. Kothari, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and no material departures have been made from the same;

2. 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 31st March, 2013 and loss of the Company for the year ended on that date;

3. 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; and

4. The Directors have prepared the accounts for the financial year ended 31st March, 2013 on a "Going Concern" basis.

SUBSIDIARY COMPANIES:

During the year under review, your Company has acquired 100% and 83.20% stakes in RSBL Commodities Private Limited (RSBL) and Supama Forex Private Limited (SFPL) respectively, and by virtue of these acquisition of shares, these companies have become subsidiaries of the Company.

RSBL is engaged in the business of Bullion trading and Arbitrageurs in Agricultural products, metals and other commodities and securities. It is one of the largest delivery participants across major Indian commodity exchanges and is awarded PREMIER TRADING HOUSE status under the EXIM policy of India. RSBL is one of the few nominated agencies for import of bullion in India and also one of the only four Indian companies to be associated with the London Bullion Market Association (LBMA).

SFPL is engaged in foreign exchange business. It is an Authorized Money Changer (AMC) grade license holder issued by the Reserve Bank of India (RBI) under the Foreign Exchange Management (FEMA) Act, 1999 and has been successfully catered to wholesale, retail, travel and commercial foreign exchange requirements of corporates, travel agents and individual private clients.

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February, 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February, 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding Company''s Balance Sheet, if the holding Company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly, the Company is not attaching the Balance Sheets of the Subsidiary Companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. RSBL Commodities Private Limited (RCPL) and Supama Forex Private Limited (SFPL) is given in Annexure attached to this report.

The Annual Accounts of the above referred subsidiary companies are available on the Company''s website www.finkurve.com and shall be made available to the shareholders of the Company and of the subsidiary companies on request. The same will also be kept for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days (except Saturdays) and during the Annual General Meeting of the Company.

AUDITORS:

M/s. Ladha Singhal & Associates, Chartered Accountants, Mumbai (FRN: 120241W), the Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

The Board recommends the re-appointment of M/s. Ladha Singhal & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial accounts of the Company for the year 2013-14.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March, 2013.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practising Company Secretary, Mumbai and forming part of this report.

CORPORATE GOVERNANCE:

The Company does not fall in any of the criteria prescribed under Clause 49 of the Listing Agreement for compliance of Corporate Governance. However, the Company is always committed towards good Corporate Governance for which the Company has constituted following committees:.

1. AUDIT COMMITTEE:

The Company has constituted an Audit Committee comprising of Mr. Mukesh P. Shah, Mr. Kishor G. Sanghani, Mr. Kamlesh B. Jain, Independent Directors and Mr. Sachin G. Kothari, Executive Director of the Company. Mr. Mukesh P. Shah is Chairman of the Committee.

During the year under review, the committee duly met 3 (Three) times on 11th August, 2012, 31st October, 2012 and 8th February, 2013.

The broad terms of Audit Committee includes the review of the Quarterly/Half Yearly/Annual Financial Statements of the Company before submission to the Board of Directors for its approval, the review of the internal control procedures, the accounting policies and practices adopted by the Company from time to time, recommending the appointment/ re-appointment of statutory auditors and fixation of their remuneration.

2. REMUNERATION COMMITTEE:

The Company has constituted a Remuneration Committee comprising of Mr. Kishor G. Sanghani, Mr. Mukesh P. Shah and Mr. Kamlesh B. Jain, Independent Directors of the Company. Mr. Kishor G. Sanghani is Chairman of the Committee.

The broad terms of reference of the Remuneration Committee are to recommend the remuneration payable to Executive Directors of the Company. During the year under review, no meeting of the Remuneration Committee was held.

3. INVESTORS'' GRIEVANCE COMMITTEE:

The Company has constituted an Investors'' Grievance Committee comprising of Mr. Ketan B. Kothari, Mr. Mukesh P Shah and Mr. Kishor G. Sanghani, Directors of the Company. Mr. Ketan B. Kothari is Chairman of the Committee.

During the year under review, the committee duly met 3 (Three) times on 11th August, 2012, 31st October, 2012 and 8th February, 2013.

The Investors'' Grievance Committee reviews the status of investors'' complaints received by the Company on Quarterly basis. The Company has not received any complaints from the Investors'' during the year under review.

Mr. Nikunj Sheth, Compliance Officer acts as secretary to the committees of the Company.

LISTING OF SHARES :

The Equity Shares of the Company are listed at BSE Limited and the Company has paid the listing fees for the financial year 2013-14.

STATUTORY INFORMATION:

1) Particulars of Employees:

No employees were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended; hence no such particulars are furnished.

2) Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of Energy, Research and Development and Technology Absorption as required under 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. However, the Company makes its best efforts for conservation of energy.

There were no Foreign Exchange earnings /outgoings during the year under review.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on Behalf of the Board of Directors

Ketan B. Kothari

Place : Mumbai Chairman

Date: 28th May, 2013


Mar 31, 2010

The Directors have pleasure in presenting their 26th Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

(Amount in Rupees)

Year Ended Year Ended Particulars 31.03.2010 31.03.2009

Total Income 478,087 820,796

Less: Total Expenditure 901,589 1,414,400

Profit/(Loss) before tax (423,502) (593,604)

Less: Provision for Taxation

-Income Tax Nil Nil

-Deferred Tax 132,632 183,320

-Fringe Benefit tax Nil -2,319

Profit/(Loss) After tax (290,870) (412,603)

Excess Provision for Tax of earlier year Nil 1,320

B/f Balance of Profit & Loss Account 10,149,321 10,560,604

Balance carried to Balance Sheet 9,858,450 10,149,321

OPERATIONS:

During the year under review, the interest income from loans granted was Rs. 449,431/- as against Rs. 420,796/- in the previous year. The other income was Rs. 28,656/- during the year. The Loss before tax was Rs. 423,502/- as against loss of Rs. 593,604/-in previous year. The Loss after tax was Rs 290,870/-as against loss of Rs. 412,603/-in the previous year.

With the sign of overall growth in the economy, your Directors expect better performance & recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year the Board of Directors do not recommend any payment of Dividend for the year under review.

TAKEOVER OF THE SHARES OF THE COMPANY:

On 25th March 2010, Mr. Ketan Kothari, Mrs. Mohinidevi Kothari, Mrs. Devkumari Kothari, Mrs. Kalavati Kothari, Mr. Rakesh Kothari and Mr. Ashish Doshi (Acquirer) entered into a Share Purchase Agreement ("SPA") with the existing promoters of the Company to acquire 96,600 fully paid-up Equity Shares of face value Rs.10/- each representing 20.13% of the total equity shares of the Company at a price of Rs. 33/-per share. Since, the acquisition triggered the Regulation 10 and 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Acquirer made an open offer to the existing shareholders of the Company to acquire further 1,60,000 equity shares representing 33.33% oft he Equity Share Capital of the Company at a price of Rs.33/- per fully share payable in cash.

Accordingly, the acquirers has acquired total 109000 fully paid-up Equity shares of Rs.10/-of the Company.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the year ended on 31st March 2009.

DIRECTOR:

In accordance with Articles of Association of the Company, Mr. Rajeev Surana, director of the Company retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. In the preparation of the Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed and no material departures have been made from the same.

2. 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 31st March, 2010 and Loss of the Company for the year ended on that date.

3. 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 for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the accounts for the financial year ended 31st March, 2010on a "going concern" basis.

AUDITORS:

M/s. Rajeev Shah & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company resigned from the office of Statutory Auditors during the year. To fill casual vacancy occurred due to resignation of M/s. Rajeev Shah & Co., the members of the Company at the Extra Ordinary General Meeting held on the 7th day of June 2010 appointed M/s. A. D. Jain & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office upto the conclusion of ensuing Annual General Meeting of the Company and to audit the financial accounts of the Company for the year ended 31st March 2010.

M/s. A. D. Jain & Co., Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment and have confirmed their eligibility under sub-section (1B) of Section 224 of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383Aof the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practising Company Secretary, Mumbai and attached to this report.

CORPORATE GOVERNANCE

The Company does not fall in any of the criteria prescribed under the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement for constitution of Audit Committee and Compliance of Corporate Governance. Hence, the Compliance of the Constitution of Audit Committee and Compliance of Corporate Governance is not mandatory to the Company. However, the Company is always committed towards good Corporate Governance.

LISTING OF SHARES

The Shares of the Company are listed with Bombay Stock Exchange Limited and the Company has paid the listing fees for the financial year2010-2011.

STATUTORY INFORMATION:

a) Particulars of Employees:

The relations remain cordial through out the year between employees and management.

The information as required by provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

b) Particulars u/s. 217(1) (e) of the Companies Act, 1956:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of energy and technology absorption as required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules1988.

There were no Foreign Exchange earnings /outgoings during the year under review.

APPRECIATION

Your Directors express their gratitude for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

Place : Mumbai By Order of the Board of Directers

Date : 31.08.2010 For Sanjay Leasing Limited

Registered Office:

308-310, Veena Chambers, 21, Dalal Street, Mumbai - 400 001 NARAPATRAJ MEHTA CHAIRMAN


Mar 31, 2003

The Directors have pleasure in presenting their 19th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2003.

(Rs. In Lacs)

FINANCIAL RESULTS: Year Ended Year Ended 31/03/2003 31/03/2002

TOTAL INCOME 16.82 15.87

Profit before Tax 4.44 7.00

Less: Provision for Tax 1.65 2.50

Profit / (Loss) after tax 2.79 4.50

Add: Profit brought forward from Previous year 96.92 92.42

Balance carried to Balance Sheet 99.71 96.92



OPERATIONS :

During the year under review, your Company has earned an Income of Rs. 16.82 Lacs as against of Rs. 15.87 Lacs in the previous year, an increase of 6.05 % than the previous year. The Company earned a net profit of Rs. 2.79 Lacs as compared to Rs. 4.50 Lacs in the previous year, the decline in net profit was mainly due to provision of Rs. 0. 69 Lacs for NPA and loss of Rs. 1.90 due to devaluation of shares held as current assets.

DIVIDEND :

In order to conserve the resources for long term requirements, the Board of Directors do not recommend any payment of Dividend for the year under review.

PUBLIC DEPOSIT:

Your Company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956.

DIRECTOR:

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sanjay Bafna will retires by rotation and being eligible offer himself for re-appointment. Your Directors recommend his re- appointment for your approval at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

2. 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 at the end of the financial year and of the profit of the Company for that period;

3. they have 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 for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis. AUDITORS:

M/s. Rajeev Shah & Co., Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have further confirmed their eligibility under Sub-Section (1B) of Section 224 of the Companies Act, 1956.

You are requested to appoint the Auditors for the financial year 2003-2004 and to fix their remuneration.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 383A of the Companies Act, 1956 a certificate from M/s. Manish Ghia & Associates, Company Secretaries regarding the Compliance of the provisions of the Companies Act, 1956 attached herewith.

CORPORATE GOVERNANCE

The Company does not fall in any of the criteria prescribed under the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement for constitution of Audit Committee and Compliance of Corporate Governance. Hence, the Compliance of the Constitution of Audit Committee and Compliance of Corporate Governance is not mandatory to the Company. However, the Company is always committed towards good Corporate Governance.

STATUTORY INFORMATION:

a) Particulars of Employees:

The relations remain cordial through out: the year between employees and management.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be

NIL.

b) Particulars u/s. 217(1) (e) of the Companies Act, 1956:

The Company is engaged in the business of leasing and hire purchase market, therefore information regarding Conservation of Energy, Technology Absorption, Adoption and innovation are not applicable. Hence, the information required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are reported to be

NIL.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

APPRECIATION

Your Directors place on record their appreciation for the continued support of shareholders and Bankers of the Company and the business associates of the Company.

For & on behalf of the Board

(NARPATRAJ MEHTA) CHAIRMAN

Place : Mumbai

Date : 25th August, 2003

Registered Office:

306- 309, Veena Chambers, 21 Dalai Street, Mumbai - 400 023.


Mar 31, 2001

The Directors have pleasure in presenting their 18th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2002.

(Rs. In lacs) Financial Results: Year Ended Year Ended 31/03/2002 31/03/2001

Total Income 15.87 11.47

Profit before Tax 7.00 5.80

Less: Provision for Tax 2.50 2.35

Profit after tax 4.50 3.45

Add: Profit brought forward from Previous year 92.42 88.97

Balance carried to Balance Sheet 96.92 92.42 Operations:

During the year under review the Company earned a Income of Rs. 15.87 lacs as compared to Rs. 1 1.47 Lacs earned in previous year, a increase of 4.30% than the previous year. The Company earned a net profit of Rs. 4.50 Lacs as compared to Rs. 3.44 Lacs in the previous year.

Dividend:

In order to conserve the resources for long term requirements, the Board of Directors do not recommend any payment of Dividend for the year under review.

Public Deposit:

Your Company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956.

Directors:

As per the provisions of Articles of Association of the Company, Mr. Rajeev H. Surana and Mr. Lalit Sanghavi, Directors retires by rotation and being eligible offer themselves for re-appointment. Your Directors recommend their re- appointment for your approval at the ensuing Annual General Meeting.

Directors Responsibility Statement:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1950. the Directors of your Company confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that arc 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;

3. they have-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 for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

Auditors:

The Auditors M/s. Rajeev Shah & Co., Chartered Accountants, Mumbai hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/s. 224(1B) of the Companies Act. 1956 to the effect that their re-appointment if made, will be within the limit prescribed.

The shareholders are requested to re-appoint the Auditors and to fix their remuneration.

Secretarial Compliance Certificate:

In accordance with the provisions of Section 383A of the Companies Act, 1956 a certificate from M/s. Manish Ghia & Associates, Company Secretaries regarding the Compliance of the provisions of the Companies Act, 1956 attached herewith.

Corporate Governance

The Company doest not fall in any of the criteria prescribed under the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement for constitution of Audit Committee and Compliance of Corporate Governance. Hence, the Compliance of the Constitution of Audit Committee and Compliance of Corporate Governance is not mandatory to the Company. However, the Company is always committed towards good Corporate Governance.

Statutory Information:

Particnlars of Employees:

The relations remain cordial through out the year between employees and management.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules. 1988 is reported to be

NIL.

Particnlars u/s. 217(l)(e) of the Companies Act, 1956:

The Ccmpany is engaged in the business of leasing and hire purchase market, therefore information regarding Conservation of Energy, Technology Absorption, Adoption and innovation are not applicable. Hence, the information required under section 2I7(l)(e.) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are reported to be NIL.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

For & on behalf of the Board For SANJAY LEASING LIMITED

( NARPATRAJ MEHTA ) CHAIRMAN

Place : Mumbai Date : 30- August, 2002

Registered Office: 306, Veena Chambers, 21 Dalal Street, Mumbai - 400 023.

 
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