Mar 31, 2015
The Directors have pleasure in presenting the 21st Annual report of
the Company together with the audited Financial Statements for the year
ended 31st March, 2015.
1. FINANCIAL RESULTS:
The financial results of your company for the year ended 31st March,
2015 are summarized below:
Amount in 'lakhs'
Particulars For
the Year ended For the year ended For the year ended
31st March, 2015 31st March, 2014
Gross Income 155.60 236.49
Less: Expenses 142.65 207.59
Profit Before
Interest,
Depreciation 12.95 28.90
and amort-
ization,
exceptional
items and Tax
Less:
Depreciation
and amortization 9.41 7.06
Profit before
exceptional
items and tax 3.54 21.84
Add: Exceptional
Item 0.28 0
Profit before Tax 3.82 21.84
Less: Provision
for Taxation 2.97 6.49
Profit after Tax 0.85 15.35
Add: Balance
brought forward
from 246.39 240.53
previous year
Profit available
before
appropriations 247.24 255.89
Less:
Appropriations
Statutory
Reserve 0.27 4.90
Contingent
Provision
against
Standard - 4.60
Assets
Depreciation
on completion
of useful life 0.038 -
of assets
Surplus
Carried
to balance
Sheet 246.93 246.39
During the year, the Income of the Company was Rs.155.60 Lacs and the
Profit after Tax was Rs.0.85 Lacs (Previous Year: Rs.236.49 Lacs and
Rs.15.35 Lacs, respectively). The Company's Net Worth as on March 31,
2015 stood at Rs. 2555.51 Lacs as against Rs. 2554.69 Lacs last year.
An amount of Rs.0.27 Lacs is transferred to Statutory Reserve Fund
(previous year Rs. 4.90 lacs) pursuant to Section 45IC of the Reserve
Bank of India Act, 1934, No contingent provisions against standard
assets made during the year (previous year Rs.4.60 Lacs) as per RBI
norms and an amount of Rs.246.93 Lacs (previous year Rs. 246.39 Lacs)
are being carried forward in the balance sheet.
2. DIVIDEND:
Your directors are of the opinion that in order to keep the pace of the
growth, the Company needs to plough back its profits and hence do not
recommend any dividend during the year.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Directors wish to present the details of Business operations done
during the year under review:
a. Business Operations and Profitability: The Company is Non Banking
Finance Company listed on BSE, ASE & MSE. To enhance the growth of the
company by capturing huge market area, the company has lowered down the
rate of interest due to which the company is experiencing decrease in
total revenue of the company in the current financial year compare to
earlier financial year. Because of decrease in total revenue of the
company, the net profit of the company has also decreased in the
current financial year.
b. Sales of Services: Though the company managed to keep the pace as
long as the revenues are concerned, Company's profitability was
affected by the provisioning of non-performing assets as per Reserve
Bank of India Prudential Norms for NBFC Loan Company.
c. Marketing and Market environment: The Company is carrying on its
business activities on medium scale and therefore huge and extensive
marketing strategies are not adopted by the company. The company has
adopted small scale business marketing strategies. The company is
carrying on business of providing finance and there is huge competition
in the market in this type of business sector.
d. Future Prospects including constraints affecting due to Government
policies: Our organization is putting efforts in collecting its bad
debts from customers and trying to enhance its customer base through
advertisements and different marketing strategies so adopted by the
company. The company is expecting more revenue in upcoming years. There
are no specific industrial or Government policies which restrict the
business or growth of the company.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not
apply to our Company. There was no foreign exchange inflow or Outflow
during the year under review.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company does not have any Risk Management Policy as the elements of
risk threatening the Company's existence are very minimal.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 do not apply
to our Company. Hence the company has not developed and implemented
any corporate social responsibility initiatives.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year, the Company had not entered into any contract/
arrangement/ transaction with related parties which could be considered
material in accordance with the Policy on Related Party Transactions.
Pursuant to section 134(3) (h) read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, there are no transactions to be reported under
Section 188(1) of the Companies Act, 2013.
11. AUDITORS REPORT
There were no qualifications, reservations or adverse remarks made by
the Auditors in their Audit reports.
12. SECRETARIAL AUDIT REPORT
A Secretarial Audit Report given by D.Maniar & Co., a Company Secretary
in Practice is furnished in Annexure" A" and is attached to this
report.
13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished
in Annexure "B" and is attached to this report.
14. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure " C" and is attached to this
Report.
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 7 Board meetings during the financial year under
review.
16. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:-
(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; and
(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,
(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
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint venture Company. The
details of financial performance of Associate Companies are furnished
in Annexure " D" and attached to this report.
18. DEPOSITS
Our company is a Non deposit accepting Non Banking Financial Company,
during the year under review the Company has neither accepted nor
renewed.
19. DIRECTORS
Mr. Salim Ismail Shaikh retires at this Annual General Meeting and
being eligible offer themselves for re election.
20. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
21. PARTICULARS OF EMPLOYEES
Information as per Rule 5(1) of chapter XIII, Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
Information under Rule 5(1) (v)
The total revenue of the company during the financial year 2014 was
Rs.21,394,259/- compare to Rs.15,560,394/- in the financial year 2015.
The net profit of the company during financial year was Rs.10,75,574/-
and in the financial year 2015 is Rs.88,235/- after charging provision
for non performing assets of Rs. 54,02,175/- (previous year Rs.
36,18,061/-) There is no change in percentage of remuneration paid to
Managing Director during the year as compare to earlier financial year.
The remuneration paid to employees in the financial year 2014 was
Rs.74,06,626/- and in the year 2015 is Rs.51,50,854/-.
Information under Rule 5(1) (vii)
Market capitalization of the company has decrease from
Rs.83,24,91,264/- at March 2014 to Rs.21,84,20,560/- as at March 2015.
The Price Earnings Ratio in the year 2015 is 2518.75 which is increased
from 548.57 in the year 2014. The closing price of company's equity
shares as of 31st March, 2015 and 31st March, 2014 is Rs.20.15/-per
share and Rs.76.80/- per share respectively, representing percentage
decrease of 14.67% as at March 2014 and 77.61% as at March 2015 over
the last offer price of Rs. 90/- per share.
22. FORMAL ANNUAL EVALUATION
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
board approved the evaluation results as collated by the Nomination and
remuneration committee.
23. STATUTORY AUDITORS
M/s. Sandeep Rathi & Associates, Chartered Accountants, Mumbai were
appointed as Statutory Auditors for a period of Four years in the
Annual General Meeting held on 29.09.2014 and their appointment as
Statutory Auditor of the company is to be ratified at ensuing Annual
General Meeting.
The board recommend ratification of their appointment for the year.
24. WHISTLEBLOWER POLICY
The Board has adopted whistleblower mechanism in the company. The
policy adopted by the company is attached in Annexure "E" to the
report.
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members.
a. Mr. Manoj Kumar Padhye ( Chairman) - Independent Director
b. Mr.Vilas Shankar Daware - Independent Director
c. Mr.Salim Ismail Shaikh - Executive Director
The above composition of the Audit Committee consists of independent
Directors viz., Mr. Manoj Kumar Padhye and Mr. Vilas Shankar Daware who
form the majority.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
26. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
27. CORPORATE GOVERNANCE REPORT
The report on Corporate Governance required as per clause 49 of the
listing agreement is attached in Annexure "F" to the Board report.
28. CORPORATE GOVERNANCE CERTIFICATE
The certificate from the auditors regarding compliance of conditions of
corporate governance as stipulated in Clause 49 of the Listing
agreement is attached in Annexure "G" to the report.
29. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- Sd/-
Nitin Somani Sonal Somani
Managing Director Director
Date: 30.05.2015
Place: Mumbai
Mar 31, 2014
Dear Members,
The Directors are pleased to present their Twentieth Annual Report
together with the audited statements of accounts for the year ended
31st March, 2014.
1. BACKGROUND:
Hasti Finance Limited (the "Company") is a Non-Banking Finance Company
("NBFC") registered with the Reserve Bank of India as a Non Deposit
Accepting NBFC. The company offers fund and financial assistance to its
customers, catering to the diverse needs of retail and corporate
customers across various areas of business, namely Corporate Finance
and Consumer Finance.
The Company has its registered office at Chennai. The present
management had shouldered the responsibility of running the Company in
late 2008. Since then the company has moved on its growth cycle with
the rapid speed. The company has raised funds through preferential
issue of equity shares. These funds were then utilized in the business
cycle of the company. These funds, thus, have opened new doors of
prosperity for the Company and the stakeholders.
2. FINANCIAL RESULTS
The performance of the Company for the Financial Year ended March 31,
2014, is summarized below:
(Rs. in Lacs)
Financial Year 2013-2014 2012-2013
Gross Income 236.49 302.70
Less: Expenses 207.59 225.57
Profit Before Interest, Depreciation and 28.90 77.13
amortization, exceptional items and Tax
Less: Depreciation and amortization 7.06 9.03
Profit before exceptional items and tax 21.84 68.10
Add: Exceptional Item 0 0
Profit before Tax 21.84 68.10
Less: Provision for Taxation 6.49 22.58
Profit after Tax 15.35 45.52
Add: Balance brought forward from previous year 240.53 217.21
Profit available before appropriations 255.89 262.73
Less: Appropriations
Statutory Reserve 4.90 17.50
Contingent Provision against Standard Assets 4.60 4.70
Surplus Carried to balance Sheet 246.39 240.53
During the year, the Income of the Company was Rs.236.49 Lacs and the
Profit after Tax was Rs.15.35 Lacs (Previous Year: Rs.302.70 Lacs and
Rs.45.52 Lacs, respectively). The Company''s Net Worth as on March 31,
2014 stood at Rs. 2554.69 Lacs as against Rs. 2543.94 Lacs last year.
An amount of Rs.4.90 Lacs is transferred to Statutory Reserve Fund
(previous year Rs. 17.50 lacs) pursuant to Section 45IC of the Reserve
Bank of India Act, 1934, Rs.4.60 Lacs as the Contingent Provision
against Standard Assets as per RBI norms(previous year Rs.4.70 lacs)
and an amount of Rs.246.39 Lacs (previous year Rs. 240.53 Lacs) are
being carried forward in the balance sheet.
3. DIVIDEND:
Your directors are of the opinion that in order to keep the pace of the
growth, the Company needs to plough back its profits and hence do not
recommend any dividend during the year.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review
as stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges, is presented under the section "Report on Corporate
Governance".
5. DISINVESTMENT IN SUBSIDIARIES:
The company has partly disinvested from the Subsidiaries of the company
and ceases to be holding Company. The Company has investment in the
associate Companies.
Following are the associate Companies in which company has investment:
1. Spider Prints Private Limited
2. Spider Display Systems Private Limited
3. Finex Express Cargo Private Limited
4. Shirish Express Logistics Private Limited
6. PUBLIC DEPOSITS:
Your Company has not accepted / invited any deposits from the Public
during the current financial year .
7. OPERATION:
The company is a Non-banking Finance company. During the year the
company has earned Interest Income of Rs. 213.94 Lac from loans given
under various categories to its customers as compared to Rs. 301.38 lac
in previous year. Despite of overall slow down in Industry,
international recession, competition, financing at lower interest by
Banks, Institutions, restriction by government, the company
successfully manage its target of Income. In order to maintain our
existence in the industry and to maintain goodwill in the mind of our
target customers and new entrepreneurs we have reduced our interest
rate.
8. DIRECTORS:
Mr. Manoj Kumar Padhy retire from the Board by rotation and is eligible
for re-appointment in the forthcoming Annual General Meeting. The
notice conveying the Annual General Meeting includes the proposal for
his re-appointment.
9. DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms:
i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure:
ii) That the selected accounting policies were been applied
consistently and the directors made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company as 31st March 2014, and of the profit of the
Company for the year end on that date:
iii) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provision of the
Companies Act, 1956, for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
iv) That the accounts for the financial year ended 31st March 2014 have
been prepared on going concern basis.
10. AUDITORS & AUDITOR''S REPORT:
M/s Sandeep Rathi & Associates, Chartered Accountants, Mumbai, the
Statutory Auditors of the Company retires at the conclusion of this
Annual General Meeting.
The Board has recommended reappointment of M/s. Sandeep Rathi &
Associates, Chartered Accountants., Mumbai as the Statutory Auditors to
audit the accounts of the company for a period of three years. The
company has received a letter from M/s. Sandeep Rathi & Associates, to
the effect that their appointment if made, would be in accordance with
Section 139 of the Companies Act, 2013 and that, they are not
disqualified for such appointment within the meaning of Section 141 of
the Companies Act, 2013.
The notes to Accounts of the Company, referred to in the Auditor''s
Report are self - explanatory and do not require any clarification from
the Board.
11. PARTICULARS OF EMPLOYEES:
At present there are no employees drawing a salary of more than
Rs.5,00,000/- per month and hence a statement under Section 217(2A) of
the Company Act 1956, is not furnished.
12. DISCLOSURE UNDER SEC.217 (1) (E):
Particulars required to be furnished under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are as
under:
In view of the nature of the activities carried out by the Company,
Rules 2A and 2B of the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to conservation of
energy and technology absorption, are not applicable to the Company.
Foreign Exchange Earnings and outgo:
Earnings : Rs. NIL
Outgo : Rs. NIL
13. CORPORATE GOVERNANCE:
The Report on Corporate Governance as Stipulated under Clause 49 of the
Listing Agreements with the various Stock Exchanges, forms part of the
Annual Report. A Certificate from the M/s. Sandeep Rathi & Associates,
Chartered Accountants, confirming compliance with conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
14. DEPOSITORY SYSTEM:
The Company''s Shares are available for Dematerialization with NSDL and
CDSL. In view of the numerous advantages offered by the Depository
System, members holding shares in physical mode are requested to avail
the facility of dematerialization on either of the Depositories.
ACKNOWLEDGEMENT:
The Directors take this opportunity of thanking for the whole hearted
and sincere Co-operation received from all Bankers and other
Governmental Agencies.
The Directors wish to place on record their sincere appreciation for
the contribution made by every one who is associated with the Company
and hope that they would continue their dedicated efforts for
attainment of better working results in the years to come.
For and / or On behalf of the Board of Directors.
Sd/- Sd/-
Mumbai Nitin Prabhudas Somani Sonal Nitin Somani
01.07.2014 Managing Director Director
Mar 31, 2011
TO THE MEMBER OF HASTIFINANCE LIMITED
The Directors are pleased to present their Seventeenth Annual Report
together with the audited statements of accounts for the year ended
31st March, 2011.
1. BACKGROUND:
Hasti Finance Limited (the "Company") is a Non-Banking Finance
Company ("NBFC") registered with the Reserve Bank of India as a Non
Deposit Accepting NBFC. The company offers fund and financial
assistance to its customers, catering to the diverse needs of retail
and corporate customers across various areas of business, namely
Corporate Finance and Consumer Finance.
The Company has its registered office at Chennai and its corporate
office at Mumbai. The new management had shoulder the responsibility of
running the Company in late 2008. Since then the company has moved on
its growth cycle with the rapid speed. The company has raised funds
through preferential issue of equity shares. These funds were then
utilized in the business cycle of the company and a part was utilized
for acquiring holding in four private limited companies (subsidiaries),
having diversified business line like logistics and printing
industries. These funds, thus, have opened new doors of prosperity for
the Company and the stakeholders. The Company is looking ahead for the
opportunities in Housing Finance, Gold Finance besides its current
consumer/ business financing and mortgage based finance activities.
2. FINANCIAL RESULTS
The performance of the Company for the Financial Year ended March 31,
2011, is summarized below:
(Rs. in Lacs)
Financial Year 2010-2011 2009-2010
Gross Income 127.07 16.69
Less: Expenses 27.87 6.23
Profit Before Interest, Depreciation and Tax 99.20 10.46
Less: Depreciation 0.24 0.42
Interest Nil 0.03
Profit Before Tax 98.96 10.02
Less: Provision for Taxation 32.00 3.60
Profit after Tax 66.96 6.42
Amount brought forward from previous year 56.22 51.12
Amount available for appropriation 123.18 57.54
Appropriations
Statutory Reserve 13.40 1.32
Contingent Provision against Standard Assets 3.16 -
Surplus Carried to balance Sheet 106.62 56.22
During the year, the Income of the Company was Rs.127.07 Lacs and the
Profit after Tax was Rs.66.96 Lacs (Previous Year: Rs.16.69 Lacs and
Rs.6.42 Lacs, respectively). The Company's Net Worth as on March 31,
2011 stood at Rs.1355.76 Lacs as against Rs.338.67 Lacs last year.
An amount of Rs.13.40 Lacs is proposed to be transferred to Statutory
Reserve Fund pursuant to Section 45IC of the Reserve Bank of India Act,
1934, Rs.3.16 Lacs as the Contingent Provision against Standard Assets
as per RBI norms and an amount of Rs. 106.62 Lacs are being carried
forward in the Profit & Loss Account.
The upward trend in the company's financial performance is the result
of its intensive growth based approach.
3. DIVIDEND:
Your directors are of the opinion that in order to keep the pace of the
growth the Company needs to plough back its profits and hence do not
recommend any dividend.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review
as stipulated under Clause 49 of the Listing Agreement with the Bombay
Stock Exchange, is presented under the section "Report on Corporate
Governance".
5. RESOURCES & LIQUIDITY:
During the year under preview the Company has raised Rs. 5.40 Lac by
way of issuing 20 Lac Equity shares of Rs.10/- each at a premium of
Rs.17/- per share on preferential basis. The Company has also issued
52,31,700 Equity warrants at a price of Rs.27/- including Premium of
Rs. 17/- per warrant. Out of which Rs.3.53 Crore being 25% of the total
amount of Rs. 14.13 Cr was received at the time of allotment of
warrants on 12th January 2011. The balance amount was received
subsequently in the first quarter of the Fiscal Year 2011-2012, hence
subsequently these warrants are converted into Fully paid Equity Shares
of Rs. 10/- each in 4 installments during the first quarter of Fiscal
Year 2011-2012.
The funds were mainly deployed in providing business and personal loan
yielding handsome returns to the company.
6. SUBSIDIARIES:
During the year the company has widen its area of operation through its
investment in the subsidiaries Details of subsidiaries and their
investment are summarized below:
Sr. Name of the Company Shareholding
acquired Operational Area
No.
1. Spider Prints Private Limited 55% Printing Job
2. Spider Display Systems Private
limited 55% Printing Job
3. Finex Express Cargo Private Limited 65% Logistics
4. Shirish Express Logistics Pvt. Ltd. 51% Logistics
A statement pursuant to Section 212 of the Companies Act, 1956 in
respect of these subsidiaries forms part of the Annual Report. In terms
of the General Circular No: 2/2011 dated 8th February 2011 issued by
the Ministry of Corporate Affairs, Government of India, the annual
accounts and other reports specified in Section 212 (1) in respect of
the subsidiary companies have not been attached to the Balance Sheet.
The Company will make available these documents/ details to the members
of the Company and the subsidiary Companies upon request made in this
regard to the Company. The Annual accounts of the subsidiary companies
will also be kept for inspection by any member of the Company at its
registered office and also at the registered office of the concerned
subsidiary company.
In accordance with the requirement of Accounting Standard AS-21
prescribed by the Institute of Chartered Accountants of India, the
Consolidated Financial Statement of the Company and its subsidiaries is
annexed to this Annual Report.
7. PUBLIC DEPOSITS:
Your Company has not accepted / invited any deposits from the Public
during the current financial year u/s section 58 of the Companies Act,
1956.
8. OPERATION:
The company is a Non-banking Finance company. During the year the
company has earned Interest Income of Rs. 123.99 Lac from loans given
under various categories to its customers as compared to Rs. 15.54 lac
in previous year. Despite of overall slow down in Industry,
international recession, competition, financing at lower interest by
Banks, Institutions, restriction by government, the company
successfully manage its target of Income. The Company has targeted
towards Personal and Business loans in order to capture the area that
has most interest yielding capacity with low risk. The company has also
acquired shares in its subsidiaries which are growing in their
respective fields.
9. CONSOLIDATED FINANCIAL STATEMENT:
The Audited Consolidated Financial Statements, based on the Financial
Statement received from Subsidiaries as approved by their respective
Board, have been prepared in accordance with the Accounting Standard-21
(AS-21) on Consolidated Financial Statement read with Accounting
Standard-23 (AS-23) on Accounting for Investment in Associates.
10. DIRECTORS:
Mr. Salim Ismail Shaikh retire from the Board by rotation and is
eligible for re-appointment in the forthcoming Annual General Meeting.
The notice conveying the Annual General Meeting includes the proposal
for his re-appointment.
During the year, in pursuant to the requirement of Clause 49 of the
Listing Agreement with the Bombay Stock Exchange, the company had
appointed four additional directors. The notice conveying Annual
General Meeting includes the proposal for their appointment as
directors.The Company has received consents from the said directors in
accordance with the section 257 of the Companies Act, 1956.
The Board is also recommending approval for appointment of Mr. Nitin
Prabhudas Somani as the Managing Director of the Company for tenure of
5 years.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms:
i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure:
ii) That the selected accounting policies were been applied
consistently and the directors made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company as 31st March 2010, and of the profit of the
Company for the year end on that date:
iii) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provision of the
Companies Act, 1956, for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
iv) That the accounts for the financial year ended 31st March 2011 have
been prepared on going concern basis.
12. AUDITORS & AUDITOR'S REPORT:
M/s. Sandeep Rathi & Associates, Chartered Accountants, as Statutory
Auditors of the Company, hold office until the conclusion of ensuing
Annual General Meeting and are eligible for re- appointment.
The Company has received letter from M/s. Sandeep Rathi & Associates,
Chartered Accountants, to the effect that their appointment, if made,
would be within the prescribed limits of Section 224(1B) of the
Companies Act, 1956, and that they are not disqualified for such
appointment within the meaning of Section 226 of the Companies Act,
1956.
The observations and comments given by the Auditors in this report read
together with notes to accounts are self explanatory and hence do not
call for further comments under section 217 of the Companies Act, 1956.
13. PARTICULARS OF EMPLOYEES:
At present there are no employees drawing a salary of more than
Rs.2,00,000/- per month and hence a statement under Section 217(2A) of
the Company Act 1956, is not furnished.
14. DISCLOSURE UNDER SEC.217 (1) (E)
Particulars required to be furnished under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are as
under:
In view of the nature of the activities carried out by the Company,
Rules 2A and 2B of the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to conservation of
energy and technology absorption, are not applicable to the Company.
Foreign Exchange Earnings and outgo:
Earnings : Rs. NIL
Outgo : Rs. NIL
15. OTHER DISCLOSURE:
The members of the company have met on 10th November 2010 for the Extra
Ordinary General meeting held at its registered office and have taken
following significant decisions.
a. Increased in authorized capital of the company from Rs.5.00 crores
to Rs. 12.01 crores.
b. To allot 70,02,000 equity warrants convertible into Equity Shares
of Rs.10/- each at a premium of Rs.17/- on preferential basis to the
alottees named in the notice for EGM.
In pursuant to the above decisions and the authority assigned to them
by the members, Directors have initiated and successfully completed
following procedures, formalities and/or compliances.
1. Increased authorized capital of the company.
2. Obtained in-principal approval from Bombay Stock Exchange for
allotment of Equity Warrants Convertible into Equity Share of Rs. 10/-
each on preferential basis at a premium of Rs. 17/- each.
3. Allotted 52, 31,700/- equity warrants in the board meeting held on
12th January 2011 on receipt of 25% of upfront money towards issue
price of Rs. 27/- per warrant.
4. The Share warrants were convertible within the period of 18 months
from the date of allotment and on payment of balance 75% of the issue
price.
5. During the first quarter of Financial Year 2011-2012, the Company
has allotted pursuant to the conversion of Share Warrants to all the
allottees on receipt of the balance 75% amount from them.
16. CORPORATE GOVERNANCE:
The Report on Corporate Governance as Stipulated under Clause 49 of the
Listing Agreement with the Bombay Stock Exchange, forms part of the
Annual Report. A Certificate from the M/s. Sandeep Rathi & Associates,
Chartered Accountants, confirming compliance with conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
17. COMPLIANCE CERTIFICATE
The Company has invited application for the candidature of Company
Secretary of the Company. However, since the efforts have not earned
any conclusive form, the company is continuing the practice of getting
the Compliance Certificate from the practicing Company Secretary. The
Company has obtained Compliance Certificate under Section 383A of the
Companies Act, 1956 from the Practicing Company Secretary and copy
whereof will be kept for inspection by any member of the Company at its
registered office. The company has also regularly obtained and filed
half yearly Compliance Certificate and Secretarial Audit Report on
quarterly basis pursuant to the requirement of the listing agreement of
the Company with Bombay Stock Exchange.
18. DEPOSITORY SYSTEM:
The Company's Shares are available for Dematerialization with NSDL
and CDSL. In view of the numerous advantages offered by the Depository
System, members holding shares in physical mode are requested to avail
the facility of dematerialization on either of the Depositories.
ACKNOWLEDGEMENT;
The Directors take this opportunity of thanking for the whole hearted
and sincere Co-operation received from all Bankers and other
Governmental Agencies.
The Directors wish to place on record their sincere appreciation for
the contribution made by every one who is associated with the Company
and hope that they would continue their dedicated efforts for
attainment of better working results in the years to come.
For and / or On behalf of the Board of Directors.
Sd/- Sd/-
Nitin Prabhudas Somani Sonal Nitin Somani
Director Director
Chennai, June 30,2011
Mar 31, 2010
The Directors are pleased to present their Sixteenth Annual Report
together with the audited statements of accounts for the yare ended
31st March, 2010.
1. FINANCIAL RESULTS
The Directors state that the Company has made a profit of Rs.642,270/-
after providing for depreciation and taxes on income as compared to
Rs.88,978/- in previous year. The company has balance in the Profit &
Loss account brought forward from the previous year of Rs. 51,12,080/-.
During the year the company has transferred Rs. 1,32,000/- to Statutory
Reserve as per section 45-IC of the Reserve Bank of India Act, 1934.
The balance available in the Profit & Loss account is Rs. 56,22,350 as
against Rs. 51,12,080 in the previous year.
2. DIVIDEND:
In order to take advantage of borrowing capital market, the Directors
have decided to plough back the profit and do not recommend any
Dividend.
3. DEPOSITORY SYSTEM:
The Companys Shares are available for Dematerialization with NSDL and
CDSL. In view of the numerous advantages offered by the Depository
System, members holding shares in physical mode are requested to avail
the facility of dematerialization on either of the Depositories.
4. PUBLIC DEPOSITS:
Your Company has not accepted / invited any deposits from the Public
during the current financial year u/s section 58 of the Companies Act,
1956.
5. OPERATION:
The company is a Non-banking Finance company. Interest Income earned
during the financial year by the company comprise of Rs. 1,142,421 from
Vehicles Loans and Rs. 412,234/- from Other loans as compared to Rs.
356,473/- and Rs. 1,503,610 respectively in previous year. Despite of
overall slow down in Industry, international recession, competition,
financing at lower interest by Banks, Institutions, restriction by
government, the company successfully manage its target of Income. Also
the company earned profit from sale of assets of Rs. 111,444/- and Sale
of Shares of Rs. 3113/- during the year. During the year under review
there was change in management. Your new management has successfully
made the company able to enter into new dimensions of financing
business.
6. DIRECTORS:
Mr. Chandrakant Baburao Tupe retire from the Board by rotation and is
eligible for re- appointment in the forthcoming Annual General Meeting.
The notice conveying the Annual General Meeting includes the proposal
for the re-appointment.
7. PARTICULARS OF EMPLOYEES:
At present there are no employees drawing a salary of more than
Rs.2,00,000/- per month and hence a statement under Section 217(2 A) of
the Company Act 1956, is not furnished.
8. DISCLOSURE UNDER SEC.217 (1) (E)
Conservation of energy. Technology absorption, adoption, innovation
etc. are not applicable to the Company, as the Company is a Non-
Banking Finance Company.
9. OTHER DISCLOSURE:
The members of the company have met on 30* June 2010 for the Extra
Ordinary General meeting held at its registered office and have taken
following significant decisions.
a. Increased in authorized capital of the company from Rs.3.50 crores
to Rs. 5.00 crores.
b. To allot 20,00,000 equity shares each at a premium of Rs.17/- on
preferential basis to the alottees named in the notice for EGM.
c. To shift the registered office of the company from Chennai to
Mumbai subject to the approval of Company Law Board.
In pursuant to the above decisions and the authority assigned to them
by the members, Directors have initiated and successfully completed
following procedures, formalities and/or compliances.
1. Increased authorized capital of the company.
2. Obtained in-principal approval from Bombay Stock Exchange for
allotment of shares on preferential basis.
3. Allotted 20,00,000/- equity shares in the board meeting held on
27th August 2010.
4. Started procedure to file a petition with the Company Law Board,
Chennai to change the registered office address of the company.
10. AUDITORS REPORT.
The Auditors report to the Shareholders does not contain any
qualifications.
11. DIRECTORS RESPONSIBILITY
The Board of Directors of the Company confirms:
i) That In the preparation of the annual accounts, the applicable
accounting
standards have been followed and there has been no material departure:
ii) That the selected accounting policies were been applied
consistently and the directors made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company as 31st March 2010, and of the profit of the
Company for the year end on that date:
iii) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provision of the
Companies Act. 1956. for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities.
12. CORPORATE GOVERNANCE:
A detailed note on Companys Corporate Governance is annexed hereto as
part of the report.
13. COMPLIANCE CERTIFICATE
The Company has obtained Compliance Certificate under Section 383A of
the Companies Act, 1956 from the Practicing Company Secretary and copy
whereof is attached herewith forming part of this Report.
14. AUDITORS
M/s. Sandeep Rathi & Associates, Chartered Accountants Mumbai, hold
office until the conclusion of the ensuing Annual General Meeting and
are recommended for re- appointment. Certificate from the Auditors has
been received to that their re-appointment, if made, would be within
the limits prescribed under Section 224(1B) of the Companies Act, 1956
and pursuant to the amendments made to the Listing Agreement by the
SEBI.
ACKNOWLEDGEMENT;
The Directors take this opportunity of thanking for the whole hearted
and sincere and Co- operation received from all Bankers and other
Governmental Agencies.
The Directors wish to place on record their sincere appreciation for
the contribution made by every one who is associated with the Company
and hope that they would continue their dedicated efforts for
attainment of better working results in the years to come.
For and / or On behalf of the Board of Directors.
Sd/- Sd/-
Nitin Prabhudas Somani Sonal Nitin Somani
Director Director
Chennai,Dated 28th August, 2010