Home  »  Company  »  Jetking Infotrain Lt  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Jetking Infotrain Ltd.

Mar 31, 2015

Dear Members,

The Directors present with immense pleasure, the THIRTY FIRST ANNUAL REPORT on the business an operations along with the Audited Financial Statements of the Company for the Financial Year ended on March 31,2015:

RESULTS OF OUR OPERATIONS

(In Rs. Except per share data)

Standalone

Particulars Current Previous Year Year (2014-15) (2013-14)

Total Income 296,258,262 313,687,670

Profit before Interest, Depreciation and Tax 57,914,060 53,910,433

Less: Interest 142,382 94,840

Profit before Depreciation and Tax 57,771,678 53,815,593

Less: Depreciation 24,465,914 17,488,456

Profit before Tax 33,305,764 36,327,137

Less: Provision for Tax (7,028,000) (10,193,000)

Deferred Tax (4,146,470) (1,134,364)

Net Profit After Tax 22,131,294 24,999,773

Prior year tax adjustment 995,341 1,094,660

Balance brought forward from

previous year 245,366,237 226,161,640

Adjustment (net of deferred tax assets of RS.1,383,417) in accordance with the transitional provisions of the Schedule II of the Act (2,880,467) -

Balance available for appropriation 265,612,405 252,256,073

Appropriations

Proposed Dividend (5,889,000) (5,889,000)

Tax on Proposed Final Dividend (1,222,947) (1,000,836)

Transfer to General Reserve - -

Balance carried to the Balance

Sheet 258,500,458 245,366,237

Earnings Per Share: Basic (RS. per share) 3.93 4.43

Diluted (RS. per share) 3.93 4.43

(In Rs. Except per share data)

Consolidated

Particulars Current Previous Year Year (2014-15) (2013-14)

Total Income 296,258,262 313,687,670

Profit before Interest, Depreciation and Tax 57,908,326 53,907,933

Less: Interest 142,382 94,840

Profit before Depreciation and Tax 57,765,944 53,813,093

Less: Depreciation 24,465,914 17,488,456

Profit before Tax 33,300,030 36,324,637

Less: Provision for Tax (7,028,000) (10,193,000)

Deferred Tax (4,146,470) (1,134,364)

Net Profit After Tax 22,125,560 24,997,273

Prior year tax adjustment 995,341 1,094,660

Balance brought forward from previous year 245,363,737 226,161,640

Adjustment (net of deferred tax assets of RS.1,383,417) in accordance with the transitional provisions of the Schedule II of the Act (2,880,467) -

Balance available for appropriation 265,604,171 252,253,573

Appropriations Proposed Dividend (5,889,000) (5,889,000)

Tax on Proposed Final Dividend (1,222,947) (1,000,836)

Transfer to General Reserve - -

Balance carried to the Balance Sheet 258,492,224 245,363,737

Earnings Per Share: Basic (RS. per share) 3.93 4.43

Diluted (RS. per share) 3.93 4.43

PERFORMANCE REVIEW:

Standalone:

During the Financial Year under review, the Company earned the Total Income of RS. 2962.58 Lakhs as against RS. 3136.87 Lakhs in the previous year and the Net Profit after Tax of RS. 231.27 Lakhs as against RS. 260.94 Lakhs in the previous year, resulting in decrease by 5.56 % and 11.37 % respectively.

Consolidated:

During the Financial Year under review, the Company earned the Total Income of RS. 2962.58 Lakhs as against RS. 3136.87 Lakhs in the previous year and the Net Profit after Tax of RS. 231.21 Lakhs as against RS. 260.92 Lakhs in the previous year, resulting in decrease by 5.56 % and 11.39% respectively.

DIVIDEND:

Your Directors propose a Dividend of 10% i.e. Re. 1/- per Equity Share of RS.10/-each for the Financial Year ended on 31st March, 2015 subject to approval of Shareholders at the ensuing Annual General Meeting. The same would be paid to the shareholders in due course after the said approval in the Annual General Meeting.

DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and amendments, rules, notifications framed there under. As such no amount of Principal or Interest is outstanding as on the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has not given any Loans or guarantee or security in connection with Loans obtained by any other person during the financial year.

The Company does not have any investments as on 31st March, 2015.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with the related parties in the FY 2014-15 were within the arm''s length price. The related party transactions, contracts entered into by the Company have been disclosed in prescribed Form AOC 2 in Annexure 1.

VARIATION IN MARKET CAPITALISATION

As on As on Increase/ 31-Mar-2014 31st Mar-2015 (Decrease) in %

Market Capitalisation (in RS. Lakhs) 1890.37 2473.38 31%

Price Earnings Ratio 7.25 10.69 47%

Percentage increase in the market price of the shares in comparision with last public offer 320%

AMOUNTS TO BE TRANSFERRED TO RESERVES

In the previous year, no amount was transferred to General reserve of the Company.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY, IDENTIFICATION OF RISKS, IF ANY.

The Company has been addressing various risks impacting the business and the organization. The significant risks that the Company is exposed to are set out herein below:

Business Risks

The Company is exposed to various Business Risks, primarily being competition from other players and pricing pressure.

The Company evaluates its Course offerings on an ongoing basis and adapts and upgrades them on an ongoing basis to meet the latest technological development and changing market requirements. Such higher value and differentiated services combined with the deep domain expertise in our core business should help the Company stay ahead of competition and also manage pricing pressure.

Operation Risk

Operations Risk includes risks to sustained and seamless delivery of courses, frauds, security breaches, quality and similar risks.

The company has made significant investments MIS by installing SAP and CRM software and has laid out defined Business Processes to ensure security of its assets and its intellectual property. There is a well defined mechanism for ensuring Quality by monitoring and evaluation of the delivery of the courses and continuous training for up-gradation of the Training Faculty.

Regulatory Risks

The Company endeavours to furnish and submit / file our data with all concerned Authorities, so as to comply in time, with the various Rules and Regulations. The Company also takes the assistance of Qualified and experienced consultants.

The Company is also mitigating these risks with the help of regular external compliance audits.

ESTABLISHMENT OF VIGIL MECHANISM.

The Company has a Whistle blower mechanism in place to enable the employees to report serious concerns and matters to the management. Details of this mechanism are mentioned in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in separate section forming part of the Annual Report.

SUBSIDIARY COMPANY

Your Company has only one subsidiary Company namely ''Jetking Skill Development Private Limited''. Till date the Subsidiary Company has not commenced any business. Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 has been given under Annexure 4.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there under, Ms. Monika Shah, Practising Company Secretary was appointed to conduct the secretarial audit of our company for FY 2014-15. The Secretarial Audit report is given separately under Annexure 5.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As your Company is into Service Industry, the activities of the Company are not energy intensive. However, your Company recognizes the necessity of conservation of energy and technology absorption, though it is not practicable to quantify the same in monetary terms.

In terms of research, development and innovation, it is Company''s constant endeavor to be more efficient in providing services and encourages innovation in its day to day practices.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board carried out the annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Audit, Remuneration and Shareholders Committees at their meeting held on 9th March 2015.

A structured approach was taken after considering inputs of individual directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board, its Committees, Board culture, execution and performance of specific duties, obligations and governance.

An exercise was also carried to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. An emphasis was made on unbiased and balanced approach adopted by the members on various matters before the Board. The performance evaluation of the independent directors was carried out by the entire Board. The performance evaluation of the Chairman and the non -independent directors was carried out by the independent directors who also reviewed the performance of the Secretarial Department. The Directors express their satisfaction with the evaluation process.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings and Outgo during the Financial Year under review is given below (on accrual basis):

(i) Foreign Exchange Earnings : RS. 7,702,897

(ii) Foreign Exchange Outgo : RS. 737,128

PARTICULARS OF EMPLOYEES:

The particulars of the employees, remuneration and other details as required by the provisions of Rule (5) (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure 3.

As per Rule (5) (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees who were in receipt of remuneration RS.60 Lakhs or more during the financial year, (if employed throughout the financial year) and employees who were in receipt of RS.5 Lakhs or more per month (if employed for part of the year) need to be disclosed in the Board report. However, there are no such employees in your Company.

EXTRACT OF THE ANNUAL RETURN

The Extract of the annual return which sets out details of the Company, its principle business, particulars of Holding, subsidiary and associate companies, share capital, debentures, turnover, net worth, shareholding patterns, indebtness, members, debenture holders, KMP, meetings of the Company etc are set out under Annexure 2 in this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (C) of the Companies Act, 2013 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended 31st March, 2015.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

5. Internal financial controls for ensuring the orderly and efficient conduct of the business, safeguarding the Company''s assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information etc are in place and that such internal financial controls are adequate and were operating effectively.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best Corporate Governance Practices as prevalent globally.

In compliance with Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance, along with the certificate from the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company looks forward to actively contribute to the social and economic development of the communities to offer a better life to the weaker sections of the society and equip them with skills to improve their way of life. For the same, the Company is following the projects as mentioned below:

a) Empowering the Underprivileged

Jetking has been actively involved in spreading computer literacy amongst the masses. The Gordhandas P. Bharwani Computer Center set up by the Company is testimony to this effort. These centers provide computer training to students who come from underprivileged families & cannot afford the same.

b) Empowering the Girl Student

A great believer in the equality of the sexes and independence of women, Jetking awards a 25 percent scholarship to all girl students, enabling them to carve out a successful career and to lead an independent life.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed at the BSE Limited (BSE) and Delhi Stock Exchange Limited (DSE). The Company has paid the Annual Listing Fees to the above mentioned Stock Exchanges for the Financial Year 2015-2016.

APPOINTMENTS, RETIREMENTS AND RESIGNATIONS

DIRECTORS:

In terms of the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Suresh G. Bharwani, Director of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. Your Directors recommend their re-appointment.

Mr. Nandu G. Bharwani, Joint Managing Director and CFO and Mr. Jitu Bharwani, Non Executive Director continue to be on the Board of the Company.

Section 149 of the Companies Act, 2013 and rules made there under provides for appointment of at least one Woman Director on the Boards of all Listed Companies. To comply with this requirement, Ms. Seema Mahajan was appointed by the Board of Directors with effect from 31st March, 2015 and the Board of Directors recommend to the members, her appointment as Independent Director.

Independent Directors of the Company - Mr. Surjit Banga, Mr. Manoj Mandavgane, Mr. Mehul Kuwadia and Ms. Seema Mahajan have confirmed and declared that they meet the criteria for continuing as the Independent Directors on the Board of the Company.

RESIGNATIONS:

During the year, Mr. Manoj Chandra, CEO resigned from services with effect from 28th February, 2015. (Appointed on 19th May, 2014).

Ms. Deepali Koneri - Company Secretary resigned with effect from 15th November, 2014.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company primarily adheres to the requirements prescribed in the Companies Act, 2013, rules and amendments made there under and the Listing Agreements with the Stock exchanges where the securities of the Company are listed for the Appointment and remuneration of the Directors of the Company.

The Company has constituted a Remuneration Committee consisting of 4 Non-Executive, Independent Directors which formulates the criteria for determining qualifications, positive attributes and independence of a director (in case of Independent Director) and recommends to the Board on the appointment and remuneration for the directors and Key Managerial Personnel.

Remuneration paid to the Executive Directors commensurates with their experience and expertise, industry benchmark and the relative performance of the Company to the industry performance and is within the range approved by shareholders, wherever applicable.

The Non-Executive Directors are paid Sitting fees for attending the meetings of the Board and its Committees and expenses, if any, incurred in relation to the activities of the Board are re-imbursed.

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the Bankers, Financial Institutions, Government Authorities, Customers, Vendors, Consultants, advisors and Members for their direct and indirect co-operation and look forward to their continued support in the future.

By Order of the Board

Sd/- Suresh G. Bharwani Chairman & Managing Director

Place: Mumbai Date: May 26,2015


Mar 31, 2013

The Members of Jetking infotrain Limited

The Directors'' present with immense pleasure, the TWENTY NINETH ANNUAL REPORT on the business and operations along with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2013:

FINANCIAL HIGHLIGHTS:

(Amount in Rs.) Particulars Current Year Previous Year (2012-13) (2011-12)

Total Income 359,415,759 347,145,556

Profit before Interest, Depreciation and Tax 59,045,432 59,136,295

Less: Interest 988,378 6,285,882

Profit before Depreciation and Tax 43,430,536 52,850,413

Less: Depreciation 15,614,896 17,261,672

Profit before Tax 42,442,158 35,588,741

Less: Provision for Tax (7,500,000) (9,000,000)

Deferred Tax (3,341,804) (4,702,118)

Net Profit After Tax 31,600,354 21,886,623

Balance brought forward from previous year 21,886,623 190,885,521

Balance available for appropriation 53,486,977 212,772,144

Appropriations

Proposed Dividend (5,889,000) (8,833,500)

Tax on Proposed Final Dividend (955,343) (1,433,015)

Transfer to General Reserve Nil (1,100,000)

Balance carried to the Balance Sheet 226,161,640 201,405,629

Earnings Per Share: Basic (Rs. per share) 5.37 3.72

Diluted (Rs. per share) 5.37 3.72

RFORMANCE REVIEW:

During the financial year under review, the Company earned the Total Income of Rs. 3594.16 lacs as against Rs. 3471.45 lacs in the previous year and the Net Profit After Tax of Rs. 316.00 lacs as against Rs. 218.86 lacs in the previous year, resulting in an increase by 3.53% and 44.38%, respectively.

DIVIDEND:

Your Directors proposed a dividend ofRs. 1/-per share on the equity shares of Rs. 10/-each in the Company for the financial year ended on 31st March 2013 subject to approval of Shareholders at the ensuing Annual General Meeting. The same would be paid to the shareholders in due course after the approval in the Annual General Meeting.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975. As such no amount of Principal or Interest is outstanding as on the Balance Sheet date.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As your Company is into Service Industry, the activities of the Company are not energy intensive. However, your Company recognizes the necessity of conservation of energy and technology absorption, though it is not practicable to quantify the same in monetary terms.

In terms of research, development and innovation, it is the Company''s constant endeavor to be more efficient in providing services and encourages innovation in its day to day practices.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings and Outgo during the financial year under review is given below: (i) Foreign Exchange Earnings : Rs. 2,875,971/- (ii) Foreign Exchange Outgo : Rs. 592,183/-

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company and others entitled thereto, excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Chairman and Managing Director at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and of the profit of the Company for the year ended 31st March 2013.

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

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

In compliance with Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance, along with the certificate form the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and forms part of the Annual Report.

LISTING:

The shares of your Company are listed at the Bombay Stock Exchange and Delhi Stock Exchange. The Company has paid the Annual Listing Fees to the above mentioned stock exchanges for the financial year 2013-2014.

DIRECTORS:

In terms of the provisions of Sections 255 and 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Nandu Bharwani, Joint Managing Director and Mr. Mehul Kuwadia, Independent Director of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. Rohit Puri, Independent Director of the Company, had resigned from the post of Directorship on July 18, 2012. Mr. C.V. Ramana, Independent Director of the Company, who was suffering from a major ailment, passed away on October 27, 2012 and therefore ceased to be a Director of the Company. Mr. Surjit Banga and Mr. Manoj Mandavgane have been appointed as the Additional Directors of the Company in Independent Capacity on 18th December 2012 and 1st March 2013 respectively and their appointment will be regularized as Directors of the Company at the ensuing Annual General Meeting of the Company.

AUDIT REPORT:

The Audit Report on the Audited Annual Accounts of the Company for the financial year 2012-13, which forms part of this Annual Report, is self-explanatory do not call for any further comments under Section 217 of the Companies Act, 1956.

AUDITORS:

M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, the retiring Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a confirmation from the Auditors to the effect that their re-appointment, if made would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act. M/s. Suresh Surana & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and according to a certificate received from them under Section 224(1 B) of the Companies Act, 1956 are eligible for re-appointment. Your Directors recommend their re-appointment as the Statutory Auditors of the Company

HUMAN RESOURCE - A COMPETITIVE EDGE:

Your Company believes in maintaining good relations with the Employees and retaining them for long term as it strongly considers its Employees as its strength and asset. Your Company always takes the efforts to keep the employees motivated towards their work and therefore, has created a favorable work environment which encourages their capability and thereby helps building and development of requisite skills at all levels.

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the bankers, financial institutions, Government authorities, customers, vendors and Members for their direct and indirect co-operation and look forward to their continued support in the future.

By Order of the Board

Sd/-

Suresh G. Bharwani

Chairman and Managing Director

Place: Mumbai

Date: 20th May, 2013


Mar 31, 2012

To The Members of Jetking Infotrain Limited

The Directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations along with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2012:

FINANCIAL RESULTS:

(Amount in Rs)

Particulars Current Year Previous Year

Total Income 347,145,556 409,420,726

Profit before Interest, Depreciation and Tax 59,136,295 118,735,324

Less: Interest 6,285,882 65,591

Profit before Depreciation and Tax 52,850,413 118,669,733

Less: Depreciation 17,261,672 19,542,107

Profit before Tax 35,588,741 99,127,626

Less: Provision for Tax (9,000,000) (31,600,000)

Deferred Tax (4,702,118) (121,810)

Net Profit After Tax 21,886,623 67,405,816

Short Provision for income tax for earlier years Nil (1,337,259)

Balance brought forward from previous year 190,885,521 155,418,232

Balance available for appropriation 212,772,144 221,486,789

Appropriations

Interim Dividend Nil (17,667,000)

Proposed Final Dividend (8,833,500) Nil

Tax on Interim Dividend Nil (2,934,268)

Tax on Proposed Final Dividend (1,433,015) Nil

Transfer to General Reserve (1,100,000) (10,000,000)

Balance carried to the Balance Sheet 201,405,629 190,885,521

Earnings Per Share: Basic (Rs per share) 3.72 11.22

Diluted (Rs per share) 3.72 11.22

OPERATIONS:

During the financial year under review, the Company earned the Total Income of Rs. 3471.46 lacs as against Rs. 4094.21 lacs in the previous year and the Net Profit After Tax of Rs. 218.87 lacs as against Rs. 674.06 lacs in the previous year, decreased by 15.21% and 67.53%, respectively.

The Management Discussion and Analysis, which forms part of this Annual Report, provides the strategic direction and detailed analysis on the performance of the Company and future outlook.

DIVIDEND:

Your Directors proposed a final dividend of Rs. 1.50/- per share on the equity shares of Rs. 10/- each in the Company for the financial year ended on 31st March 2012 subject to approval of Shareholders at the ensuing Annual General Meeting. The same would be paid to the shareholders in due course after the approval in the Annual General Meeting.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As the Company is a service Company, the activities of the Company are not energy intensive. However, the Company recognises the necessity of conservation of energy and technology absorption, though it is not practicable to quantify the same in monetary terms.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement showing the Foreign Exchange Earnings and Outgo during the financial year under review is given in Annexure forming part of this Directors' Report.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Chairman and Managing Director at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended 31st March, 2012.

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

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

In compliance with Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance, along with the certificate from the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and forms part of the Annual Report.

STOCK EXCHANGE LISTING:

The shares of your Company are listed at the Bombay Stock Exchange and Delhi Stock Exchange. The Company has paid the Annual Listing Fees for the financial year 2012-2013 to both of these stock exchanges.

DIRECTORS:

Mr. Suresh G. Bharwani and Mr. Jitu G. Bharwani, Directors of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. Suresh G. Bharwani and Mr. IMandu G. Bharwani were re-appointed at the Board Meeting held on 10th February 2012 as Managing Director and Joint Managing Director for a period of 3 years commencing from 25th February 2012 and subject to approval of Central Government for the remuneration payable to each of them respectively. The Shareholders' approval to their appointment was obtained by way of postal ballot, the results of which have been declared on 28th May 2012.

AUDIT REPORT:

The Audit Report on the Audited Annual Accounts of the Company for the financial year 2011-12, which forms part of this Annual Report, is self-explanatory.

AUDITORS:

M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from them that their appointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend the re-appointment of M/s. Suresh Surana & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, to hold the office as such till the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Human resource continues to be your Company's most treasured asset. Your Company has created a favourable work environment which encourages the capability building and development of requisite skills at all levels. The open work culture and prompt and frequent communication with the employees have enabled your Company to attract, retain and develop talent.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and Members. Your Directors also convey their deep sense of appreciation to the employees of the Company at all the levels for their enormous efforts as well as collective contribution to your Company.

By Order of the Board

Sd/-

Suresh G. Bharwani

Chairman and Managing Director

Place: Mumbai

Date : 28th May, 2012

Registered Office:

401, Bussa Udyog Bhavan,

Tokersi Jivraj Road, Sewri (W),

Mumbai-400 015


Mar 31, 2010

The Directors have pleasure in presenting their Twenty Sixth Annual Report on the business and operations along with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2010:

FINANCIAL RESULTS:

(Amount in Rs.) Particulars Current Year Previous Year

Total Income 463,363,829 483,850,529

Profit before Interest, Depreciation and Tax 167,721,940 213,246,506

Less: Interest 1,156,347 (2,057,449)

Profit before Depreciation and Tax 166,565,593 211,189,057

Less: Depreciation 20,391,156 (17,500,706)

Profit before Tax 146,174,437 193,688,351

Less: Provision for Tax . (47,400,000) (65,000,000)

Fringe Benefit Tax - (1,600,000)

Deferred Tax (630,855) (2,545,573)

Wealth Tax (56,000) (95,000)

Net Profit After Tax 98,087,582 124,447,778

Balance brought forward from previous year 106,734,336 35,252,677

Balance available for appropriation 204,821,918 159,700,455

Appropriations

Interim Dividend 17,667,000 19,630,000

Proposed Dividend 11,778,000 -

Tax on Dividend 3,002,507 3,336,119

Tax on Proposed Dividend 1,956,179 -

Transfer to General Reserve 15,000,000 30,000,000

Balance carried to the Balance Sheet 155,418,232 10,67,34,336

Earnings Per Share: Basic (Rs. per share) 16.66 21.13

Diluted (Rs. per share) 16.66 21.13



OPERATIONS:

During the financial year under review, the Company earned the Total Income of Rs. 4633.64 lacs as against Rs. 4838.51 lacs in the previous year and the Wet Profit After Tax of Rs. 980.88 lacs as against Rs. 1244.48 lacs in the previous year, decrease by 4.23% and 21.18%, respectively.

The Management Discussion and Analysis, which forms part of this Annual Report, provide the strategic direction and detailed analysis on the performance of the Company and future outlook.

DIVIDEND:

Your Directors had declared the interim dividend of Rs. 3/- per share on the equity shares of Rs. 10/- each in the company. The Directors have further recommended a final dividend of Rs. 21- per share for the financial year 2009-10. Together with the interim dividend of Rs. 3/- per share, the total dividend for the F.Y. 2009-10 works out to Rs. 5/- per share.

FIXED DEPOSITS:

Your Company does not accept deposits from the public within the meaning of Section 58-A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As the Company is a service Company, the activities of the Company are not energy intensive. However, the Company recognizes the necessity of conservation of energy and technology absorption, though it is not practicable to quantify the same in monetary terms.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement showing the Foreign Exchange Earnings and Outgo during the financial year under review is annexed as Annexure A and forms part of this Report.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Chairman and Managing Director at the Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010.

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

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

In compliance with Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance, along with the certificate form the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and forms part of the Annual Report.

STOCK EXCHANGE LISTING:

The shares of your Company are listed at the Bombay Stock Exchange and Delhi Stock Exchange. The Company has paid the Annual Listing for the financial year 2010-2011 to both of these stock exchanges.

DIRECTORS:

Mr. C.V. Ramana and Mr. Rohit Puri, Directors of the Company, will retire by rotation at ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment,

AUDIT REPORT:

The Audit Report on the Audited Annual Accounts of the Company for the financial year 2009-10, which forms part of this Annual Report, is self-explanatory.

AUDITORS:

M/s Suresh Surana & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from them that there appointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend the re-appointment of M/s Suresh Surana & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, to hold the office as such till the conclusion of the next Annual General Meeting.

EMPLOYEE RELATIONS:

Human resource continue to be the Companys most treasured asset. Your Company has created a favourable work environment which encourages the capability building and development of requisite skills at all levels. The open work culture and prompt and frequent communication with the employees have enabled the Company to attract, retain and develop talent.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members. Your Directors also convey their deep sense of appreciation to the employees of the Company at all the levels for their enormous efforts as well as collective contribution to the Company.

By Order of the Board Sd/- Suresh G. Bharwani Chairman and Managing Director Place: Mumbai Date: 30th May, 2010

Registered Office:

401, Bussa Udyog Bhavan, Tokersi Jivraj Road, Sewri (W), Mumbai-400 015

 
Subscribe now to get personal finance updates in your inbox!