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Directors Report of GK Consultants Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors have immense pleasure in presenting the Twenty Sixth Annual Report together with Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

Profitability Statement

(Figures in Rs.)

SL. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO. MARCH 31, 2014 MARCH 31, 2013

1. Revenue from operations 274000783 216387337

2. Other Income Nil 24811

3. Total Revenue 274000783 216412148

4. Total Expenses 272073811 214541659

5. Profit Before Tax 1926972 1870489

6. Provision for Taxes (617812) (638565)

7. Provision for Deferred Taxes 9675 7157

8. Profit After Tax 1318835 1239081

9. Opening Surplus in P & L A/c 4036289 2787806

10. Closing Surplus in P & L A/c 5334252 4036289

11. EPS 0.25 0.23

OPERATIONS

During the current period for which the accounts are finalized your Company carried on business activities in the areas of Financing, Share Trading, Professional Services, Information Technology and Investments.

DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review on account of low levels of profits as well as to conserve funds for future activities.

NBFC REGISTRATION & CONTINGENT PROVISION ON STANDARD ASSETS

Your company is a Non Banking Financial Company registered with RBI vide Certificate of Registration No. B- 14 - 00143 dated 12.09.2001. The Company is regular in making compliances of various rules and regulations made by RBI for NBFCs.

Your company has created a general provision of Rs. 52674.92 at 0.25% of the outstanding standard assets as per notification no. RBI/2010-11/370 dated 17th January 2011 issued by RBI for all NBFCs.

DEPOSITS

No information is required to be appended to this report in terms of Non Banking Financial Companies (Reserve Bank) Directions, 1977, as the Company did not accept any deposit from the public during the financial period concerned.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company and the date of signing of this report.

COMPOSITION OF BOARD OF DIRECTORS

Mr. Anil Kumar Goel, a promoter and retiring director by rotation, offers himself for re-appointment. The Board of Directors recommends his reappointment.

To meet the criteria of prescribed Section 149 and 152 of the Companies Act, 2013 for appointment of Independent Directors, the Board of Director recommends for reappointment of Mr. Brij Mohan Sharma, an existing Independent Director of the Company, for 5 years w.e.f. 30th September 2014as an Independent Director.

Mr. Ashok Ramsingh Hans, an Independent Director in the Company, retires at this Annual General Meeting and showed his unwillingness to continue as Director of the Company due to his pre-occupation. The Board has placed on record its appreciation for the valuable services rendered by Mr. Ashok Ramsingh Hans during his tenure as an Independent Director of the company as well as Chairman.

The Company has received requisite notices in writing from its members Mr. Subodh Gupta and Mrs. Geeta Hans for appointment of Mr. Piyush Prakash and Ms. Preety Toash respectively as Independent Directors of the company. The Board recommends their appointment as Independent Director. Both of them meet the criteria prescribed in Section 149(6) of the Act to qualify to be independent directors. In the opinion of Board, each one of them is a person of integrity and possesses relevant expertise and experience. The Board has also opined that both of them fulfill the conditions specified in the Act and rules made there-under and that they are also independent of management. Approval of members of the company is sought for their appointment in the ensuing AGM.

Furthermore, the company has received notice in writing from its member and promoter Mr. Subodh Gupta for appointment of Mrs. Divya Malini Gupta as director of the company as well as to fulfill the condition prescribed in the Act for appointment of woman directors on the Board. Mrs. Divya Malini Gupta is wife of Mr. Subodh Gupta who is a promoter and director and she is having vast experience and her mature advice will help the company to reach its highest goals. Approval of the members of the Company is sought for their appointment in the ensuing AGM.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

1. In the preparation of annual accounts for the year ended 31st March 2014, the applicable accounting standards have been followed;

2. Appropriate accounting policies have been selected and applied consistently and such judgments 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, 2014 and of the profit of the Company for the financial year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The annual accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

INTERNAL CONTROL SYSTEMS

An extensive system of internal control is practiced by your Company to ensure that all its assets are protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported correctly. The Company strictly adheres to internal control policies and procedures as well as compliance with all regulatory guidelines.

To strengthen the internal control system in providing finance to parties, your company has also obtained registration and membership with CIBIL in past.

DEMATERIALISATION OF EQUITY SHARES

The Company had entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSIL) for dealing of equity shares of the Company in dematerialize form. Company has been allotted ISIN NO. INE131D01019. The shareholders may send their share certificates through their depository participants for having the shares converted into electronic form. As on 31st March 2014, 83.88 % shares of the company were in dematerialized form.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with the Auditor''s Report on its compliance is annexed hereto which is forming an integral part of this Report. The said report is self explanatory.

Your Company has followed necessary guidelines and regulations made for better corporate governance for the benefit of the shareholders.

AUDITORS

M/s. Umesh Amita & Co, Chartered Accountants, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment.

AUDITOR''S REPORT

The observations of Auditors in their Report, read with the respective notes to the accounts are self explanatory and therefore, do not require any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Your Company, being an investment Company and engaged in financing business, does not have any activity relating to conservation of energy, technology absorption and export of materials, goods or services.

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable in relation to "Conservation of Energy" and "Technology Absorption".

Similarly, during the financial year under consideration, there are no earnings and outgo of foreign exchange.

PARTICULARS OF EMPLOYEES

There is no employee in the company who is drawing remuneration in excess of limits laid down u/s 217 (2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and therefore, no such particulars are furnished herewith.

LISTING OF SECURITIES

The shares of your Company are listed at Delhi, Mumbai, Calcutta and Ahmedabad Stock Exchanges. In pursuance to clause 38 of the listing agreement the Annual listing fee for the year 2014-2015 has already been paid to DSE, BSE, CSE and Ahmedabad Stock Exchange.

ACKNOWLEDGEMENT

Your company and its Directors wish to extend sincere thanks to all the members for their support and co-operation. Your directors also place on record their appreciation for the services rendered by all the employees of the Company.

For & on behalf of the Board

DATE : 30.08.2014 PLACE : New Delhi

Vijay Kumar Sinha (DIN : 01089578) Chairman & Managing Director

Registered Office: 302, G.K. House, 187A, Sant Nagar, East of Kailash, New Delhi- 110 065 CIN: L74140DL1988PLC034109


Mar 31, 2013

Dear Shareholders,

The Directors have immense pleasure in presenting the Twenty Fifth Annual Report together with Audited Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

Profitability Statement

(Figures in Rs.) SL. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO. MARCH 31, 2013 MARCH 31, 2012

1. Revenue from operations 216387337 174867056

2. Other Income 24811 4733

3. Total Revenue 216412148 174871789

4. Total Expenses 214541659 172987728

5. Profit Before Tax 1870489 1884061

6. Provision for Taxes (638565) (707196)

7. Provision for Deferred Taxes 7157 12598

8. Profit After Tax 1239081 1189464

9. Opening Surplus in P & L A/c 2787806 1600797

10. Closing Surplus in P & L A/c 4036289 2787806

OPERATIONS

During the current period for which the accounts are finalized your Company carried on business activities in the areas of Financing, Share Trading, Professional Services, Textile Trading, Information Technology and Investments.

DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review on account of low levels of profits as well as to conserve funds for future activities.

NBFC REGISTRATION & CONTINGENT PROVISION ON STANDARD ASSETS

Your company is a Non Banking Financial Company registered with RBI vide Certificate of Registration No. B- 14 – 00143 dated 12.09.2001. The Company is regular in making compliances of various rules and regulations made by RBI for NBFCs.

Your company has created a general provision of Rs. 62076.44 at 0.25% of the outstanding standard assets as per notification no. RBI/2010-11/370 dated 17th January 2011 issued by RBI for all NBFCs.

DEPOSITS

No information is required to be appended to this report in terms of Non Banking Financial Companies (Reserve Bank) Directions, 1977, as the Company did not accept any deposit from the public during the financial period concerned.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company and the date of signing of this report.

BOARD OF DIRECTORS

Shri Suboadh Gupta, the retiring director by rotation, offers himself for re-appointment. The board recommends his reappointment.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

1. In the preparation of annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed;

2. Appropriate accounting policies have been selected and applied consistently and such judgments 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, 2013 and of the profit of the Company for the financial year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

INTERNAL CONTROL SYSTEMS

An extensive system of internal control is practiced by your Company to ensure that all its assets are protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported correctly. The Company strictly adheres to internal control policies and procedures as well as compliance with all regulatory guidelines.

To strengthen the internal control system in providing finance to parties, your company has also obtained registration and membership with CIBIL in past.

DEMATERIALISATION OF EQUITY SHARES

The Company had entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSIL) for dealing of equity shares of the Company in dematerialize form. Company has been allotted ISIN NO. INE131D01019. The shareholders may send their share certificates through their depository participants for having the shares converted into electronic form. As on 31st March 2013, 83.84% shares of the company were in dematerialized form.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with the Auditor''s Report on its compliance is annexed hereto which is forming an integral part of this Report. The said report is self explanatory.

Your Company has followed necessary guidelines and regulations made for better corporate governance for the benefit of the shareholders.

AUDITORS

M/s. Umesh Amita & Co, Chartered Accountants, Agra, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment. The board recommends their reappointment as Auditor for the Financial Year 2013-2014. They have furnished certificate in terms of Section 224 (1B) of the Companies Act, 1956.

AUDITOR''S REPORT

The observations of Auditors in their Report, read with the respective notes to the accounts are self explanatory and therefore, do not require any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Your Company, being an investment Company and engaged in financing business, does not have any activity relating to conservation of energy, technology absorption and export of materials, goods or services.

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable in relation to "Conservation of Energy" and "Technology Absorption".

Similarly, during the financial year under consideration, there are no earnings and outgo of foreign exchange.

PARTICULARS OF EMPLOYEES

There is no employee in the company who is drawing remuneration in excess of limits laid down u/s 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and therefore, no such particulars are furnished herewith.

LISTING OF SECURITIES

The shares of your Company are listed at Delhi, Mumbai, Calcutta and Ahmedabad Stock Exchanges. In pursuance to clause 38 of the listing agreement the Annual listing fee for the year 2012-2013 has already been paid to DSE, BSE, CSE and Ahmedabad Stock Exchange. DSE is also taking positive steps to restart trading of shares very soon on the stock exchange and this will provide great relief to shareholders who are unable to trade on BSE. The trading of the shares of the company on CSE which was suspended in the year 2005 restored w.e.f. 29th April 2013.

ACKNOWLEDGEMENT

Your company and its Directors wish to extend sincere thanks to all the members for their support and co-operation. Your directors also place on record their appreciation for the services rendered by all the employees of the Company.

For & on behalf of the Board

DATE : 24.08.2013

PLACE : New Delhi SD/-

(Vijay Kumar Sinha)

Chairman & Managing Director

Registered Office:

302, G.K. House, 187A,

Sant Nagar, East of Kailash,

New Delhi- 110 065


Mar 31, 2010

The Directors have immense pleasure in presenting the twenty second Annual Report together with Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

Profitability Statement

PARTICULARS For the year ended For the year ended, MARCH 31, 2010 MARCH 31, 2009

Income 31586574.03 19094247.85

Expenditure 30048140.60 18233601.80

Profit before Depreciation & Tax (PBDT) 1538433.43 860646.05

Depreciation 83399.41 73796.06

Profit (Loss) Before Tax (PBT) 1455034.02 786849.99

Less: Provision for Current Year Income Tax 431781.00 249518.00

Less: Provision for Fringe Benefit Tax 0.00 12780.00

Add/Less: Provision for Deferred Tax Asset 431.90 5665.00

Less/Add: Provision for Deferred Tax Liability (4633.62) 12041.62

Net Profit after Tax (NPAT) 1027454.74 506845.37

APPROPRIATIONS

Deficit Brought Forward From Last Year (492164.35) (998493.72)

Net Profit for the Current Year 1027454.74 506845.37

Less: Adjustment of Previous Years taxes 0.00 516.00

Surplus (Deficit) Carried Forward To Balance Sheet 535290.39 (492164.35)

Earning Per Share (EPS) 0.19 0.10



OPERATIONS

During the current period for which the accounts are finalized your Company carried on business activities in the areas of Financing, Share Trading, Professional Services, Textile Trading, Information Technology and Investments.

DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review on account of the low levels of profits as well as to absorb the carry forward losses which are finally got absorbed during the current year.

NBFC REGISTRATION

Your company is a Non Banking Financial Company registered with RBI vide Certificate of Registration No. B- 14 -00143 dated 12.09.2001.

DEPOSITS

No information is required to be appended to this report in terms of Non Banking Financial Companies (Reserve Bank) Directions, 1977, as the Company did not accept any deposit from the public during the financial period concerned.

DIRECTORS

Shri Suboadh Gupta, the retiring director by rotation, offers himself for re-appointment. The board recommends his reappointment.

Mr. Dhani Ram Sharma, the additional director, who was appointed in board of the company on 1st February 2010, is retiring on 30th September, 2010 i.e. on the date of AGM and he has shown his inability to continue on board of the company in future. The Board appreciates & acknowledges the services rendered by him during his tenure.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 2I7(2AA) of the Companies Act, 1956, the directors hereby confirm:

1. That in the preparation of annual accounts for the year ended March 2010, the applicable Accounting Standards have been followed;

2. That the appropriate accounting policies have been selected and applied 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 as at March 31,2010 and of the profit of the Company for the year ended on that date;

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the annual accounts for the year ended March 31, 2010, are prepared on a going concern basis.

DEMATERIALISATION OF EQUITY SHARES

The Company had entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSIL) for dealing of equity shares of the Company in dematerialize form. Company has been allotted 1SIN NO. INE131D01019. The shareholders may send their share certificates through their depository participants for having the shares converted into electronic form. As on 31s March 2010, 82.25% shares of the company were in dematerialized form.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with the Auditors Report on its compliance is annexed hereto which is forming part of the Annual Report. The report is self explanatory.

Your Company has followed necessary guidelines and regulations made for better corporate governance for the benefit of the shareholders.

AUDITORS

M/s. Alok B. Mathur & Co., Chartered Accountants, New Delhi, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment. The board recommends their reappointment as Auditor for the Financial Year 2010-2011. They have furnished certificate in terms of Section 224 (IB) of the Companies Act, 1956.

AUDITORS REPORT

As regards observations contained in the Auditors Report, the respective notes to the accounts are self explanatory and therefore, do not call for any further comments.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Information 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, your Company, being an investment Company, having no manufacturing activities, the Directors have nothing to report on "Conservation of Energy" and "Technology Absorption".

During the period under consideration there are no earnings and outgo of foreign exchange.

PARTICULARS OF EMPLOYEES

There is no such employee in the company who is drawing remuneration in excess of limits laid down u/s 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and therefore, no such particulars are furnished herewith.

LISTING OF SECURITIES

The shares of your Company are listed at Delhi, Mumbai, Calcutta and Ahmedabad Stock Exchanges. In pursuance to clause 38 of the listing agreement the Annual listing fee for the year 2010-2011 has already been paid to DSE, BSE, CSE and Ahmedabad Stock Exchange. Trading of shares of the company on BSE has been resumed w.e.f. 4th May 2010. DSE is also taking positive steps to restart trading of shares very soon on this stock exchange and this will provide great relief to shareholders who are unable to trade on BSE.

ACKNOWLEDGEMENT

Your company and its Directors wish to extend sincere thanks to all the members for their support and co-operation. Your directors also place on record their appreciation for the services rendered by all the employees of the Company.

For & on behalf of the Board

DATE : 23.08.2010

PLACE : New Delhi (Vijay Kumar Sinha)

Chairman & Managing Director

Registered Office:

302, G.K. House,

187A, Sant Nagar, East of Kailash,

New Delhi-110 065

 
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