Mar 31, 2016
BOARD''S REPORT Dear Members
The Directors present the 29th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2016.
1. Financial Performance of the company
Amount (Rs.) |
||
Particulars |
2015-16 |
2014-15 |
Total Income |
2,29,37,657 |
3,22,57,818.07 |
Total Expenditure |
2,20,21,989 |
2,46,59,939.26 |
Profit before exceptional Items |
9,15,668.23 |
75,97,878.81 |
Less: Exceptional Items |
- |
9455.00 |
Profit before Tax |
9,15,668 |
75,88,423.81 |
Less: Provision for Current tax |
4,39,111 |
24,13,746.00 |
Add/(less): Deferred Tax Liability |
(52,411) |
(23,482.00) |
Net Profit after Tax |
5,28,968 |
51,51,195.81 |
Add: Brought forward from previous year |
2,64,30,132 |
2,24,30,924.28 |
Less: Transfer to statutory Reserve |
1,83,134 |
10,30,239.00 |
Less: Contingent provision against standard Assets |
62,288 |
1,20,988.00 |
Balance carried to Balance sheet |
2,67,13,678 |
2,64,30,893.09 |
2. Operating Highlights
During the year under review total Income of the Company is Rs. Rs. 9,15,668 as against Rs. 75,88,423.81 in the previous year. The Company incurred a profit of Rs. 5,28,968 after taxes. Your Directors are putting in their best efforts to improve the performance of the Company.
3. Company''s Affairs
Goenka Business & Finance Limited (registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company), engaged mainly, in the business of providing Secured and Unsecured Loans & Advances and investing in securities, both quoted and unquoted. The Company offers specialized solutions for meeting specific liquidity requirements with technical insights into capital markets.
4. Material changes and commitments affecting the financial position of the Company after the close of financial year
Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the financial year of the Company- 31st March, 2016 till the date of this report.
5. Change in the Nature of Business
There were no changes in the nature of the Business during the Financial Year ended 31st March, 2016.
6. Dividend
In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend for the financial year 2015-16.
7. Share Capital
There is no change in the Equity Share Capital of the Company during the financial year under review.
8. Fixed Deposits
The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 73 of the Companies Act, 2013 read with Companies(Acceptance of Deposits) Rules, 2014.
9. Particulars of Loans, Guarantees or Investments Under Section 186
Particulars of Loans and Guarantees are provided in the financial statements (please refer the Note 11 to the financial Statements).
10. Internal Control Systems and Their Adequacy
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use for disposition of its assets. All the transactions are probably authorized, recorded and reported to the Management. The Company is following all applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The internal Auditor of the company, M/s. Rajput Jain & Associates. Checks and verifies internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of business.
11. Transfer to Reserves
As the company has not declared any dividend, therefore, the Company has not proposes to carry any sum to the General Reserves of the Company for the period under consideration. Your Company has transferred a sum of Rs.1.83 lacs to Statutory Reserve as against the sum of Rs.10.30 lacs for the same last year. Also the company has transferred a sum of Rs.62 Thousand to Contingent Provision against Standard Assets as against the sum of Rs. 1.21 lacs for the same last year and the same are in compliance with the applicable provisions prescribed under the Special reserves u/s 45-IC of the RBI Act,1934.
12. Statutory Auditors
M/S. M A A K & Asso. Chartered Accountants of Ahmedabad having Firm Registration no. 135024W be and is hereby appointed as the auditors of the company in place of the retiring auditors of M/S Alok Singh & Co. having firm registration no. 013811N chartered Accountants as statutory auditors of the company from this Annual General Meeting till the conclusion of next annual General Meeting after receiving a recommendation in this regard from the Audit Committee pursuant to the provision of section 139, 142 and other applicable provision if any, of the companies act 2013 and rules made there under, be and are hereby ratified and confirmed as statutory auditors of the company to carry out statutory for the financial year 2016-17.
13. Auditors'' Report
There were no qualifications, reservation or adverse remark or disclaimer as reported by the statutory auditor of the Company.
14. Extract of the annual return
The extract of Annual Return in Form No. MGT - 9 as per section 134(3)(a) of the Companies Act,2013 read with Rule 8 of Companies Act(Accounts) Rules 2014 and Rule12 of Companies (Management & Administration) Rules, 2014 as on the financial year ended on 31.03.2016, is annexed herewith as Annexure-I.
15. Conservation of energy, technology absorption and foreign exchange earnings and outgo
Your Company has no activity relating to conservation of energy and technical absorption. The Company has no foreign exchange earnings and outgo during the year.
16. Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
17. Directors A) Changes in Directors and Key Managerial Personnel
As per the provisions of section 149, 152 read with Schedule IV of the companies Act, 2013 and the companies (Appointment and Qualification of Directors) Rules, 2014(including any statutory modification(s) or reenactment thereof for the time being in force) and as per SEBI (LODR) Regulations, Ms. Nitixa Ramanuj was appointed as the Company Secretary and Compliance Officer of the Company and Mr. Jayrajbhai K Selara was appointed as Chief Financial Officer of the Company.
Note: As on date there are five directors on board out of them 2 are Non-Executive Independent Director and 3 are Additional Director who are going to be appointed as an Executive Director so there is no Director on the Board who will retire by rotation in ensuing AGM.
18. Number of meetings of the Board of Directors
The board of Directors of the Company met 5 times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013(hereinafter "the Act").
19. Audit Committee
The Audit committee comprises of three members, out of whom two are Non-Executive Directors and one is Executive director. The Committee met 4 (Four) times during the year. The details of the meetings of the committee are provided in the Corporate Governance Report.
20. Details of establishment of vigil mechanism for directors and employees
In compliance with the requirements of Section 177 of the Companies Act, 2013 and revised Clause 49 of Listing Agreement with the Stock Exchanges, your Company has established a vigil mechanism for the Directors and Employees of the Company through which genuine concerns regarding various issues can be communicated. The Company had adopted a Code of conduct for Directors and Senior Management Executives ("the Code"), which lays down the principles and standards that should govern their actions.
Any actual or potential violation of the code, howsoever insignificant or perceived as such, is a matter of serious concern for the company and should be brought to the attention of the concerned.
21. Nomination and Remuneration Committee
The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Director; sitting fee payable to our Non Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives. The Independent Directors of the Company were not paid any sitting fee or any other remuneration or commission. During the financial year 2015-16, no remuneration has been paid to any of the Director of the Company.
22. Particulars of contracts or arrangements with related parties:
The company had not entered into any contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso. In accordance with Accounting Standards -18, the Related Parties Transaction are disclosed as an Annexure VI. The disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is enclosed herewith as Annexure-III
23. Managerial Remuneration:
The Independent Directors of the Company were not paid any sitting fee or any other remuneration or commission. During the financial year 2015-16, no remuneration has been paid to any of the Director of the Company.
24. Secretarial Audit Report
In terms of the provisions of Section 204 of the Companies Act, 2013 and Rules framed hereunder, a Secretarial Audit Report in the prescribed format, obtained from a company Secretary in practice, is required to be annexed to the Board''s Report. In view thereof, The Board has appointed Mr. Vikas Sharma, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Auditor''s Report, in the prescribed format, for the period ended March 31, 2016 is annexed to this Directors'''' Report as Annexure- II
Explanation to Auditor''s Remarks
The Secretarial Auditor''s Report (MR-3) contains some qualifications and adverse remarks for F.Y. 2015-16 which have been acknowledged by the Board and as important points were complied up to its applicability level and rest are complied later by the authorized personnel
25. Corporate Governance Certificate
Your Company has been complying with all the requ0irements of the code of Corporate Governance, as specified by SEBI. A separate report on Corporate Governance is furnished as a part of the Directors ''Report and the certificate from the Statutory Auditor regarding compliance of condition of Corporate Governance is annexed to the said Report.
26. Risk management policy
In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company''s risk management is embedded in the business processes. The Company''s management system, organizational structures, processes, standards, code of conduct, behavior and internal control system together governs how the company conducts the business and manages associated risks. The Policy is available on the Website of the Company, namely goenkabusinessfinancelimited.in
27. Directors'' Responsibility Statement
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had 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 and loss of the company for that period;
c) the directors had 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;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
28. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.
Place: Kolkata For and on behalf of the Board
Date: 04-09-2016 Sd/-
Prashant Ghanshyambhai Ukani
DIN: 03406521
Mar 31, 2015
Dear Members
The Directors present the 28th Annual Report of your Company together
with the Audited
Annual Accounts for the financial year ended 31st March, 2015.
1. Financial performance of the Company
Amount (Rs.)
Particulars 2014-2015 2013-2014
Total Income 3,22,57,818.07 2,99,48,126.24
Total Expenditure 2,46,59,939.26 2,93,90,208.27
Profit before exceptional
items 75,97,878.81 5,57,917.97
Less : Exceptional Items 9,455.00 -
Profit before Tax 75,88,423.81 5,57,917.97
Less,: Provision
for Current Tax 24,13,746.00 2,04,780.00
Addf(Less) : Deferred Tax
Assets/(Liability) (23,482.00) 1,480.00
Net Profit after tax 51,51,195.81 3,54,617.97
Add: Brought forward
from previous year 2,24,30,924.28 2,26,49,300.32
Less: Transfer to
Statutory Reserve 10,30,239.00 71,000,00
Less: Contingent Provision
against Standard 1,20,988.00 5,01,994.00
Assets
Balance carried to
Balance Sheet 2,64,30,893.09 2,24,30,924.28
2. Operating Highlights
During the year under review total Income of the Company is Rs.
75,88,423.81 as against Rs. 5,57,917.97 in the previous year. The
Company incurred a profit of Rs. 51,51,195.81 after taxes. Your
Directors are putting in their best efforts to improve the performance
of the Company.
3. Company's Affairs
Goenka Business & Finance Limited (registered with the Reserve Bank of
India (RBI) as a Non-Banking Financial Company), engaged mainly, in the
business of providing Secured and Unsecured Loans & Advances and
investing in securities, both quoted and unquoted. The Company I offers
specialized solutions for meeting specific liquidity requirements with
technical insights into capital markets.
4. Material changes and commitments affecting the financial position
of the Company after the close of financial year
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company has
occurred between the end of the financial year of the Company- 31st
March, 2015 till the date of this report.
5. Change In The Nature Of Business
There were no changes in the nature of the Business during me Financial
Year ended 31st March, 2015.
6. Dividend
In view of marginal profits made by the Company, your Directors regret
their inability to recommend any dividend for the financial year
2014-15.
7. Share Capital
There is no change in the Equity Share Capital of the Company during
the financial year under review.
8. Fixed Deposits
The Company has not accepted any fixed deposit during the year under
review falling within the purview of Section 73 of the Companies Act,
[20.13 read with Companies (Acceptance of Deposits) Rules, 2014.
9. Particulars of Loans, Guarantees or Investments Under Section 186
Particulars of Loans and Guarantees are provided in the financial
statements (please refer the Note 11 to the financial Statements).
10. Internal Control Systems and Their Adequacy
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use for disposition of its assets. All
the transactions are probably authorized, recorded and reported to the
Management. The Company is following all applicable accounting
standards for properly maintaining the books of accounts and reporting
financial statements. The internal Auditor of the company, M/s. Shah
Ravi & Co. checks and verifies internal control and monitors them in
accordance with policy adopted by the company. The Company continues to
ensure proper and adequate systems and procedures commensurate with its
size and nature of business.
Transfer to Reserves
As the company has not declared any dividend, therefore, the Company
has not proposes to carry any sum to the General Reserves of the
Company for the period under consideration.
Your Company has transferred a sum of Rs. 10.30 lacs to Statutory
Reserve as against the sum of Rs. 0.71 lacs for the same last year.
Also the company has transferred a sum of Rs.1.21 lacs to Contingent
Provision against Standard Assets as against the sum of Rs. 5.02 lacs
for the same
last year and the same are in compliance with the applicable provisions
prescribed under the Special reserves u/s 45-IC of the RBI Act, 1934.
12. Statutory Auditors
The Statutory Auditors of the Company  M/s. KAgarwal & Co., Chartered
Accountants, have been appointed as statutory auditors of the company
to fill the casual vacancy caused by the resignation of M/s. O.P
Tulsyan & Co., Chartered Accountants, who shall hold office from the
conclusion of the Board Meeting held on 28.05.2015 until the conclusion
of 29th Annual General Meeting (AGM) of the company to be held in the
year 2016. Your Company has received a certificate confirming their
eligibility to be re-appointee as Auditor of the Company in terms of
the provisions of Section 141 of the Companies Act, 2013 and Rules
framed there under.
13. Auditors' Report
There were no qualifications, reservation or adverse remark or
disclaimer as reported by the statutory auditor of the Company.
14. Extract of the annual return
The extract of Annual Return in Form No. MGT - 9 as per section 134(3)
(a) of the Companies Act,2013 read with Rule 8 of Companies Act
(Accounts) Rules 2014 and Rule 12 of Companies (Management &
Administration) Rules, 2014 as on the financial year ended on
31.03.2015, is annexed herewith.
15. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
Your Company has no activity relating to conservation of energy and
technical absorption. The Company has no foreign exchange earnings and
outgo during the year.
16. Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
17. Directors
A) Changes in Directors and Key Managerial Personnel
As per the provisions of section 149, 152 read with Schedule IV of the
companies Act, 2013 and the companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification') or
re-enactment thereof for the time being in force) and Clause 49 of the
Listing Agreement, Mrs Sunitha Gupta was appointed as the Additional/
Independent/ Non-Executive Director of the Company.
B) Declaration by an Independent Directors) and re- appointment, if any
Mrs Sunitha Gupta was appointed as the Additional/ Independent/
Non-Executive Director of the Company, has submitted a declaration that
she meets the criteria for Independence as provided in section 149(6)
of the Act and who is eligible for appointment, be and is hereby
appointed as an Independent Director of the Company to hold office for
5 (five) consecutive years.
18. Number of meetings of the Board of Directors
The board of Directors of the Company met 8 times during the financial
year. The details of various Board Meetings are provided in the
Corporate Governance Report. The gap intervening between two meetings
of the board is as prescribed in the Companies Act, 2013(hereinafter
"the Act").
19. Audit Committee
The Audit committee comprises of four members, out of whom three are
Non-Executive Directors and one is Executive director. The Committee
met 4 (Four) times during the year. The details of the meetings of the
committee are provided in the Corporate Governance Report.
The terms of reference of the Committee is in accordance with that
specified in clause 49 of the Listing Agreement with Stock Exchanges
and also confirms to the requirements of provision of Section 177 of
the Companies Act, 2013.
20. Details of establishment of vigil mechanism for directors and
employees
In compliance with the requirements of Section 177 of the Companies
Act, 2013 and revised Clause 49 of Listing Agreement with the Stock
Exchanges, your Company has established a vigil mechanism for the
Directors and Employees of the Company through which genuine concerns
regarding various issues can be communicated. The Company had adopted a
Code of conduct for Directors and Senior Management Executives ("the
Code "), which lays down h& principles and standards that should
govern their actions. Any actual or potential violation of the code,
howsoever insignificant or perceived as such, is a matter of serious
concern for the company and should be brought to the attention of the
concerned.
21. Nomination and Remuneration Committee
The objective of Nomination and Remuneration Committee is to assess the
remuneration
payable to our Director; sitting fee payable to our on Executive
Directors; remuneration
policy covering policies on remuneration payable to our senior
executives.
The Independent Directors of the Company were not paid any sitting fee
or any other remuneration or commission.
During the financial year 2014-15, no remuneration has been paid to any
of the Director of the Company.
22. Particulars of contracts on arrangements with related parties:
The company had not entered into any contract or arrangements with
related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain arms length transactions under
third proviso.
23. Managerial Remuneration:
The Independent Directors of the Company were not paid any sitting fee
or any other remuneration or commission.
During the financial year 2014-15, no remuneration has been paid to any
of the Director of the Company.
24. Secretarial Audit Report
In terms of the provisions of Section 204 of the Companies Act, 2013
and Rules framed there under, a Secretarial Audit Report in the
prescribed format, obtained from a Company Secretary in practice, is
required to be annexed to the Board's Report. In view thereof, The
Board has appointed Mr. Anurag Fatehpuria, Practicing Company
Secretary, to conduct Secretarial Audit for the Financial Year 2014-15.
The Secretarial Auditor's Report, in the prescribed format, for the
period ended March 31, 2015 is annexed to this Directors" Report and
forms part of the Annual Report.
25. Corporate Governance Certificate
Your Company has been complying with all the requirements of the code
of Corporate Governance, as specified by SEBI.
A separate report on Corporate Governance is furnished as a part of the
Directors' Report and the certificate from the Statutory Auditor
regarding compliance of condition of Corporate Governance is annexed to
the said Report.
26. Risk management policy
In today's economic environment, Risk Management is a very important
part of business. The main aim or risk management is to identify,
monitor and take precautionary measures in respect of the events that
may pose risks for the business. The Company manages monitors and
reports on the principal risks and uncertainties that can impact its
ability to achieve its strategic objectives. Your Company's risk
management is embedded in the business processes. The Company's
management system, ,organizational structures, processes, standards,
code of conduct, behaviour and internal control system together governs
how the company conducts the business and manages associated risks.
27. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (J) of Section 134 of the Companies Act, 2013, shall state
that-
a) in the preparation of the annual accounts, the applicable accounting
standards ha4 been followed along with proper explanation relating to
material departures;
b) the directors had 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 and loss
of the company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of his Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis;
e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
28. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board
Sd/-
Place: Kolkata Manish Dalmia
Date: 24th August, 2015 Director
DIN: 05155708
Mar 31, 2014
The Directors have pleasure in presenting their 27th Annual Report and
Audited Statement of Accounts together with Auditors 'Report thereon for
the year ended 31st March, 2014.
FINANCIAL RESULTS :
2013-2014 2012-2013
(Rs.) (Rs.)
Operational Revenue
and Other Income 29,948,126 11,560,775
Profit/(Loss) before
Exceptional and 557,918 25,316
extraordinary items
and Tax Provision for
Taxation:
Current Tax : Tax on
Income 204,780 11,400
Add/(Less): Mat Receivable - -
Deferred Tax (1,480) (2,452)
Profit/(Loss) after
Tax (from continuing 354,618 16,368
operation and for the year)
Less : Transferred to
Statutory Reserve (NBFC) (71,000) (3,300)
Contingent Pro v. Agt.
Standard Loan (501,994) -
Add: Surplus brought
forward from last year 22,649,300 22,636,232
Net Surplus carried over 22,430,924 22,649,300
Basic/Diluted earnings
per share 0.117 0.005
OPERATIONAL REVIEW :
During the year under review, the Company has posted a net profit of
Rs. 3.55 lacs (previous year profit Rs.0.16 lacs) after charging
depreciation Rs. 0.06 lacs (previous year Rs. 0.09 lacs) and providing
current taxes ( ) Rs. 2.05 lacs [Previous year ( ) Rs. 0.11 lacs]. It
hopes further better results in the coming year as a result of better
utilization of resources envisaged by the Company.
DIVIDEND : '
In view to strengthen the net worth of the Company, your Directors do
not recommend any payment of dividend for the year.
Mr. Alok Kr. Purohit, the Directors of the Company, retire by rotation
at the conclusion of the ensuing Annual General Meeting and being
eligible offer himself for re-appointment.
Mr. Arun Kr. Khemka and Mr. Vishnu Kr. Fogla, ceased to be directors by
resignation on and from 17/01/2014. The Board wishes to place on record
its deep appreciation for the valuable services and contributions made
by them during their tenure of offices.
The tenure of the Office of Mr. Manish Dulmia, Mr Ram Narayan Upadhyay
and Mr. Raju Singh, who were appointed as Additional Directors b the
Board at its meeting held on 17/01/2014, expire at the conclusion of
the ensuing Annual General Meeting. The Board has received individual
notices u/s. 257 for each, of them severally for proposal of their
candidatures for the office of Directors, the first one as Promoter
Director and the last two as non-executive Independent Director.
AUDITORS :
M/s, O. P. Tulsyan & Co., Chartered Accountants, the Auditors of the
Company retire at the conclusion of the forthcoming Annual General
Meeting and has provided a written certificate regarding their
eligibility for re-appointment as Auditors in terms of section 224(1B)
of the Companies Act, 1956,
DIRECTORS RESPONSIBILITY STATEMENT :
According to section 217(2AA) Board's report confirm :-
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures ;
(ii) that the directors had selected such accounting policies and
applied them consistently and made 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 the period ;
(iii) that the directors had 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) that the directors had prepared the annual accounts on a going
concern basis.
STATUTORY INFORMATION :
1) Conservation of Energy and Technology Absorption
Since the Company has carried on N.B.F.C. business, there was no scope
for conservation of energy or technology absorption.
2) Foreign Exchange Earning/Outgo
There was no foreign exchange earning/outgo during the year under
review.
3) Public Deposit
The Company has neither accepted any deposit from Public during the
year under review, nor it held any public deposit at the year end.
4) Particulars of Employees
No employee is covered by section 217(2A) of the Companies Act, 1956.
5) Cash Flow Statement :
The Cash flow Statement for the year ended 31st March, 2014, pursuant
to clause 32 (as amended) of the Listing Agreement with Stock Exchange
is annexed herewith.
LISTING FEES :
The Listing fees of The Calcutta Stock Exchange has been paid during
the year.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good Corporate
Governance over the years.
The Board of directors Supports the Broad Principles of Corporate
Governance. In addition to the basic Governance Issues, the Board lays
strong emphasis on transparency, accountability and integrity.
Pursuant to Clause 49 of the listing agreement with the Stock Exchange
a management discussion and analysis and Report on Corporate Governance
along with Auditors Certificate on its Compliance is annexed hereto
separately, forming part of the Annual Report.
ACKNOWLEDGEMENTS :
The Board wishes to place on record its deep appreciation for the whole
hearted Co-operation and assistance received from the Bankers, Clients,
Govt/Semi-Govt. Agencies and all others associated with the Company,
for support and trust reposed on it by the shareholders and for the
valuable services and contributions made by the employees of the
Company.
Yours faithfully,
For and on behalf of the Board
Sd/- Alok Kr. Purohit
Place : Kolkata ( ALOK KR. PUROHIT )
CHAIRMAN
Date : 30th May, 2014.
Mar 31, 2013
The Directors have pleasure in presenting their 26th Annual Report and
Audited Statement of Accounts together with Auditors' Report thereon
for the year ended 31st March, 2013.
FINANCIAL RESULTS :
2012-2013 2011 - 2012
(Rs.) (Rs.)
Operational Revenue
and Other Income 11,560,775 9,202,622
Profit/(Loss) before
Exceptional and extraordinary 25,316 11,246
items and Tax
Provision for Taxation :
Current Tax : Tax on Income 11,400 7,450
Add/(Less): Mat Receivable
Deferred Tax (2,452) (3,974)
Profit/(Loss) after Tax
(from continuing operation 16,368 7,770
and for the year)
Less : Transferred to
Statutory Reserve (NBFC) (3,300) (1,600)
Add: Surplus brought forward
from last year 22,636,232 22,630,062
Net Surplus carried over 22,649,300 22,636,233
Basic/Diluted earnings per share 0.005 0.003
OPERATIONAL REVIEW :
During the year under review, the Company has posted a net profit of
Rs. 0.16 lacs (previous year profit Rs.0.08 lacs) after charging
depreciation Rs. 0.09 lacs (previous year Rs. 0.15 lacs) and providing
current taxes ( ) Rs.0.11 lacs [Previous year ( ) Rs. 0.07 lacs]. It
hopes a better result in the coming year as a result of better
utilization of resources envisaged by the Company.
DIVIDEND :
In view to strength the net worth of the Company, your Directors do not
recommend any payment of dividend for the year.
DIRECTORS :
Mr. Vishnu Kumar Fogla, the Directors of the Company, retire by
rotation at the conclusion of the ensuing Annual General Meeting and
being eligible offer himself for re-appointment.
Mr. Atin Kanchal, Mr. Amit Kanchal and Mrs. Bimala Devi Agarwal, ceased
to be directors by resignation on and from 30/05/2013. The Board wishes
to place on record its deep appreciation for the valuable services and
contributions made by them during their tenure of offices.
The tenure of the Office of Mr. Arun Kumar Khemka, who was appointed as
Additional Director by the Board at its meeting held on 30/05/2013,
expire at the conclusion of the ensuing Annual General Meeting. The
Board has received notice u/s.257 for proposal of his candidature for
the office of Director.
AUDITORS :
M/s. O. P. Tulsyan & Co., Chartered Accountants, the Auditors of the
Company retire at the conclusion of the forthcoming Annual General
Meeting and has provided a written certificate regarding their
eligibility for re-appointment as Auditors in terms of section 224(1B)
of the Companies Act, 1956.
SECRETARIAL COMPLIANCE CERTIFICATE :
Compliance Certificate issued by Company Secretary in whole time
practice under section 383A of the Companies Act, 1956 is annexed to
this Report.
DIRECTORS RESPONSIBILITY STATEMENT :
According to section 217(2AA) Board's report confirm :- (i) that in the
preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material
departures ;
(ii) that the directors had selected such accounting policies and
applied them consistently and made 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 the period ;
(iii) that the directors had 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) that the directors had prepared the annual accounts on a going
concern basis.
STATUTORY INFORMATION :
1) Conservation of Energy and Technology Absorption
Since the Company is an N.B.F.C. and trading company, there was no
scope for conservation of energy or technology absorption.
2) Foreign Exchange Earning/Outgo
There was no foreign exchange earning/outgo during the year under
review.
3) Public Deposit
The Company has neither accepted any deposit from Public during the
year under review, nor it held any public deposit at the year end.
4) Particulars of Employees
No employee is covered by section 217(2A) of the Companies Act, 1956.
5) Cash Flow Statement :
The Cash flow Statement for the year ended 31st March, 2013, pursuant
to clause 32 (as amended) of the Listing Agreement with Stock Exchange
is annexed herewith.
LISTING FEES :
The Listing fees of The Calcutta Stock Exchange Limited has not been
paid during the year.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good Corporate
Governance over the years.
The Board of directors Supports the Broad Principles of Corporate
Governance. In addition to the basic Governance Issues, the Board lays
strong emphasis on transparency, accountability and integrity.
Pursuant to Clause 49 of the listing agreement with the Stock Exchange
a management discussion and analysis and Report on Corporate Governance
along with Auditors Certificate on its Compliance is annexed hereto
separately, forming part of the Annual Report.
ACKNOWLEDGEMENTS :
The Board wishes to place on record its deep appreciation for the whole
hearted Co-operation and assistance received from the Bankers, Clients,
Govt/Semi-Govt. Agencies and all others associated with the Company,
for support and trust reposed on it by the shareholders and for the
valuable services and contributions made by the employees of the
Company.
Yours faithfully,
Place : Kolkata For and on behalf of the Board
Sd/- Vishnu Kr. Fogla
(VISHNU KR. FOGLA)
CHAIRMAN
Date : 25th July, 2013.
Mar 31, 2012
The Directors have pleasure in presenting their 25th Annual Report and
Audited Statement of Accounts together with Auditors' Report thereon
for the year ended 31st March, 2012.
FINANCIAL RESULTS :
2011-2012 2010 - 2011
(Rs.) (Rs.)
Operational Revenue
and Other Income 9,202,622 8,876,936
Profit/(Loss) before
Exceptional and 11,246 48,123
extraordinary items and Tax
Provision for Taxation :
Current Tax : Tax on Income 7,450 21,137
Add/(Less): Mat Receivable
Deferred Tax (3,974) (6,267)
Profit/(Loss) after
Tax (from continuing 7,770 33,253
operation and for
the year)
Less : Transferred to
Statutory Reserve 1,600 234,800
(NBFC)
Add: Surplus brought
forward from last year 22,630,062 22,831,609
22,630,062 Net
Surplus carried over 22,636,233
Basic/Diluted
earnings per share 0.003 0.011
OPERATIONAL REVIEW :
During the year under review, the Company has posted a net profit of
Rs. 0.08 lacs (previous year profit Rs.0.33 lacs) after charging
depreciation Rs. 0.15 lacs (previous year Rs. 0.25 lacs) and providing
current taxes ( ) Rs.0.07 lacs [Previous year ( ) Rs. 0.21 lacs]. It
hopes a better result in the coming year as a result of better
utilization of resources envisaged by the Company.
DIVIDEND :
In view of enhancing the shareholders' value and to build sufficient
net worth, your Directors do not recommend any payment of dividend for
the year.
DIRECTORS :
Mr. Amit Kanchal and Mr. Alok Kr. Purohit, the Directors of the
Company, retire by rotation at the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-
appointment.
AUDITORS :
M/s. O. P. Tulsyan & Co., Chartered Accountants, the Auditors of the
Company retires at the conclusion of the forthcoming Annual General
Meeting and has provided a written certificate regarding their
eligibility for re-appointment as Auditors in terms of section 224(1B)
of the Companies Act, 1956.
SECRETARIAL COMPLIANCE CERTIFICATE :
Compliance Certificate issued by Company Secretary in whole time
practice under section 383A of the Companies Act, 1956 is annexed to
this Report.
DIRECTORS RESPONSIBILITY STATEMENT :
According to section 217(2AA) Board's report confirm :- (i) that in the
preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material
departures ;
(ii) that the directors had selected such accounting policies and
applied them consistently and made 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 the period ;
(iii) that the directors had 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) that the directors had prepared the annual accounts on a going
concern basis.
STATUTORY INFORMATION :
1) Conservation of Energy and Technology Absorption
Since the Company is an N.B.F.C. and trading company, there was no
scope for conservation of energy or technology absorption.
2) Foreign Exchange Earning/Outgo
There was no foreign exchange earning/outgo during the year under
review.
3) Public Deposit
The Company has neither accepted any deposit from Public during the
year under review, nor it held any public deposit at the year end.
4) Particulars of Employees
No employee is covered by section 217(2A) of the Companies Act, 1956.
5) Cash Flow Statement :
The Cash flow Statement for the year ended 31st March, 2012, pursuant
to clause 32 (as amended) of the Listing Agreement with Stock Exchange
is annexed herewith.
LISTING FEES :
The Listing fees of The Calcutta Stock Exchange Limited has been paid
during the year.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good Corporate
Governance over the years.
The Board of directors Supports the Broad Principles of Corporate
Governance. In addition to the basic Governance Issues, the Board lays
strong emphasis on transparency, accountability and integrity.
Pursuant to Clause 49 of the listing agreement with the Stock Exchange
a management discussion and analysis and Report on Corporate Governance
along with Auditors Certificate on its Compliance is annexed hereto
separately, forming part of the Annual Report.
ACKNOWLEDGEMENTS :
The Board wishes to place on record its deep appreciation for the whole
hearted Co-operation and assistance received from the Bankers, Clients,
Govt/Semi-Govt. Agencies and all others associated with the Company,
for support and trust reposed on it by the shareholders and for the
valuable services and contributions made by the employees of the
Company.
Yours faithfully,
Place : Kolkata For and on behalf of the Board
Sd/- Vishnu Kr. Fogla
(VISHNU KR. FOGLA)
CHAIRMAN
Date : 5th Sept.,2012.
Mar 31, 2011
The Directors have pleasure in presenting their 24th Annual Report and
Audited Statement of Accounts together with Auditors' Report thereon
for the year ended 31st March, 2011.
FINANCIAL RESULTS :
2010-2011 2009 - 2010
(Rs.) (Rs.)
Sales & Other Income 8,876,936 30,596,156
Profit before Tax 48,123 94,117
Provision for Taxation :
Current Tax : On Income 21,137 22,574
Deferred Tax (6,267) 1,718
Profit after Tax 33,253 69,825
Balance available for
Appropriation 22,831,609 22,761,785
22,864,863 22,831,610
Appropriation :
Statutory
Reserve Fund :
For 4 Proceeding
years 228,100 -
For Current year 6,700 234,800 - -
Net Surplus
carried forward 22,630,062 22,831,610
Basic/Diluted
earnings per
share 0.011 0.023
OPERATIONAL REVIEW :
During the year under review, the Company has posted a net profit of
Rs. 0.33 lacs (previous year profit Rs.0.70 lacs) after charging
depreciation Rs. 0.25 lacs (previous year Rs. 0.41 lacs) and providing
taxes ( ) Rs.0.15 lacs [Previous year ( ) Rs. 0.24 lacs]. It hopes a
better result in the coming year as a result of better utilization of
resources envisaged by the Company.
DIVIDEND :
In view of enhancing the shareholders' value and to build sufficient
net worth, your Directors do not recommend any payment of dividend for
the year.
DIRECTORS :
Mrs. Bimla Devi Agarwal and Mr. Vishnu Kr. Fogla, the Director of the
Company, retire by rotation at the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
AUDITORS :
M/s. A. Tibrewal & Associates, Chartered Accountants, the Auditors of
the Company retires at the conclusion of the forthcoming Annual General
Meeting and has provided a written certificate regarding their
eligibility for re-appointment as Auditors in terms of section 224(1B)
of the Companies Act, 1956.
SECRETARIAL COMPLIANCE CERTIFICATE :
Compliance Certificate issued by Company Secretary in whole time
practice under section 383A of the Companies Act, 1956 is annexed to
this Report.
DIRECTORS RESPONSIBILITY STATEMENT :
According to section 217(2AA) Board's report confirm :-
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures ;
(ii) that the directors had selected such accounting policies and
applied them consistently and made 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 the period ;
(iii) that the directors had 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) that the directors had prepared the annual accounts on a going
concern basis.
STATUTORY INFORMATION :
1) Conservation of Energy and Technology Absorption
Since the Company is an N.B.F.C. and trading company, there was no
scope for conservation of energy or technology absorption.
2) Foreign Exchange Earning/Outgo
There was no foreign exchange earning/outgo during the year under
review.
3) Public Deposit
The Company has neither accepted any deposit from Public during the
year under review, nor it held any public deposit at the year end.
4) Particulars of Employees
No employee is covered by section 217(2A) of the Companies Act, 1956.
5) Cash Flow Statement :
The Cash flow Statement for the year ended 31st March, 2011, pursuant
to clause 32 (as amended) of the Listing Agreement with Stock Exchange
is annexed herewith.
LISTING FEES :
The Listing fees of The Calcutta Stock Exchange Limited has not been
paid during the year.
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good Corporate
Governance over the years.
The Board of directors Supports the Broad Principles of Corporate
Governance. In addition to the basic Governance Issues, the Board lays
strong emphasis on transparency, accountability and integrity.
Pursuant to Clause 49 of the listing agreement with the Stock Exchange
a management discussion and analysis and Report on Corporate Governance
along with Auditors Certificate on its Compliance is annexed hereto
separately, forming part of the Annual Report.
ACKNOWLEDGEMENTS :
The Board wishes to place on record its deep appreciation for the whole
hearted Co-operation and assistance received from the Bankers, Clients,
Govt/Semi-Govt. Agencies and all others associated with the Company,
for support and trust reposed on it by the shareholders and for the
valuable services and contributions made by the employees of the
Company.
Yours faithfully,
Place : Kolkata For and on behalf of the Board
Sd/- Vishnu Kr. Fogla
(VISHNU KR. FOGLA)
CHAIRMAN
Date : 1st Sept., 2011.
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