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Directors Report of Kiduja India Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report of Kiduja India Limited ("the Company") for the financial year ended on 31st March 2015.

1. Highlights of the Performance

The profit/(loss) before tax of the Company for the year ended 31st March, 2015 is (Rs.80,477,813/-) as compared to (Rs.56,811,712/-) for the previous year.

The profit/(loss) after tax of the Company for the year ended 31st March, 2015 is (Rs.80,477,813/-) as compared to (Rs.56,811,712/-) for the previous year.

2. Financial Results

Amt in Rs.

For the year ended For the year ended March 31, 2015 March 31, 2014

Revenue from Operations 1,427,001 19,778,656

Other Income 300 87,987

Total Revenue 1,427,301 19,866,643

Less: Expenses 81,905,114 76,678,355

Profit / (Loss) before tax (80,477,813) (56,811,712)

Less: Provision for tax including deferred tax NIL NIL

Profit / (Loss) after tax (80,477,813) (56,811,712)

3. Dividend

The Directors do not recommend any dividend.

4. Transfer to Reserves

The Company has suffered a loss during the year under review. The debit balance of Profit & Loss Account has been transferred to Balance Sheet under the head Reserve & Surplus.

5. Directors and Key Managerial Personnel

Mr. Om Prakash Agarwal was designated as Independent Director and Mr. Samir Sanghai was appointed as Additional Director (Independent) of the Company by the Board of Directors at their meeting held on 25th March, 2015. Pursuant to Section 150 (2) of the Companies Act, 2013 appointment of Independent Director shall be approved by the shareholders of the Company in a General Meeting. Pursuant to Section 161 of the Companies Act, 2013 Mr. Samir Sanghai holds office up to this Annual General Meeting. Consent of the members will be sought for designating Mr. Om Prakash Agarwal as Independent Director and for re-appointment of Mr. Samir Sanghai as Independent Director at the ensuing Annual General Meeting.

The Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013.

As per provisions of the Act Mr. Darshan Kumar Jain was appointed as CFO of the Company on 25th March, 2015.

Further, based on the confirmations received, none of the Directors are disqualified for appointment under Section 164 of the Companies Act, 2013.

6. Deposits

The Company has not accepted any deposits under section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 during the year ended 31st March, 2015.

7. Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings & Outgoing

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, the Company has taken necessary step in minimizing the usage of energy to the extent possible to reduce the cost of energy.

Technology Absorption is not applicable to the Company as the company is carrying on the business of a non-banking financial institution (without accepting public deposits).

During the period under review, the foreign exchange earnings and out-go were as under:

(i) Foreign Exchange earnings - NIL

(ii) Foreign Exchange spent - NIL

8. Particulars of Employees

The Company has no employees covered in Sub-rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

9. Extract of Annual Return:

The details forming part of the extract of the annual return in Form MGT-9 is enclosed in Annexure "A".

10. Number of Board Meetings:

The Board generally meets 4-6 times during the year. All the meetings are conducted as per designed and structured agenda. All agenda items are backed by necessary supporting information and documents to enable the board to take informed decisions. Adequate notice is given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda are sent in advance.

The Company held a minimum of one board meeting in every quarter with a gap not exceeding 120 days between two board meetings. During the year ended 31st March, 2015, six Board Meetings were held, the details of which is as under:

Board Meetings held during the Year

Sr. Dates on which the Board Total Strength No of Directors No. Meetings were held of the Board Present

1. 9th May, 2014 3 2

2. 27th June, 2014 3 3

3. 8th August, 2014 3 3

4. 14th November, 2014 3 3

5. 13th February, 2015 3 3

6. 25th March, 2015 4 4

Attendance of Directors at Board Meetings and Annual General Meeting

Name of the Attendance at the Board Meetings held on Director 09/05/14 27/06/14 08/08/14

Ashish D. Jaipuria Yes Yes Yes

Mrs. Kirti D. Jaipuria Yes Yes Yes

Om Prakash Agarwal Leave of Yes Yes Absence

Samir Sanghai - - -

Name of the Attendance at the Board Director Meetings held on AGM held on 14/11/14 13/02/14 25/03/14 28/08/14

Ashish D. Jaipuria Yes Yes Yes

Mrs. Kirti D. Jaipuria Yes Yes Yes Yes

Om Prakash Agarwal Yes Yes Yes Leave of Absence

Samir Sanghai - - Yes -

11. Changes in Share Capital

The paid up Equity Share Capital is Rs. 1,71,50,000. During the year under review, the Company has neither issued shares nor granted stock options nor sweat equity. As on 31st March, 2015,

Mr. Ashish D Jaipuria, Managing Director of the Company holds 11,15,000 equity shares (65.01%) of the Company.

12. Related party transaction

There are no material significant related party transactions made by the Company with the Promoters or Directors, etc. which may have potential conflict with the interest of the Company at large. Transactions entered into with Related Parties do not attract the provisions of Section 188 of the Companies Act, 2013.

13. Particulars of investments, loans and guarantees under Section 186

The Company has not made any investment or advanced any loans or a guarantee which is covered under Section 186 of the Companies Act, 2013.

14. Internal Control Systems and their Adequacy

Internal Audit plays a key role by providing assurance to the Board of Directors and value addition to the business operations. Your Company has an effective internal control system, which is constantly assessed and strengthened with new/revised standard operating procedures. During the year, Company has appointed Mr. Sanjay Nawal as Internal Auditor of the Company for F.Y.2014-15.

15. Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at 31st March, 2015.

16. Auditors

M/s Lodha & Co., Chartered Accountants having Firm Registration No. 301051E were appointed as the Statutory Auditors of the Company until the conclusion of the Annual General Meeting for the year ending on 31st March, 2015. The matter relating to re- appointment of M/s Lodha & Co will be placed before the members for approval at the ensuing Annual General Meeting.

M/s Lodha & Co., have furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 and the Rules framed thereunder confirming that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

17. Secretarial Audit

The Board has appointed Ms. Harshada Pradeep Rane, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure "B" to this Report.

Management reply to the observation raised in the Secretarial Audit Report is as under:

Sr No Observation Reply

1. Non compliance under section Publication of notice of 91 of the Act with respect to book closure was publication of notice of book inadvertently missed out by closure in the newspaper. the Company

2. Delay in appointment of Internal Internal Auditor has been Auditor under Section 138 of the appointed with effect Act. from 25th March, 2015 and have submitted its report to the Board before the finalization of accounts for the year ended 31st March, 2015

3. Non compliance under section 149 The Board has appointed of the Act with respect to Independent Director on appointment of Independent 25th March, 2015 subject Director with in prescribed time to approval of members limit.

4. Non Compliance under section 203 Considering the size and of the Act with respect to the operations of the Company, appointment of Company Secretary. the Company is unable to find a suitable candidate for appointment as Company Secretary

5. Non Compliance under clause 30 The Company will ensure with respect to the change in compliance with listing the Board of Director of the agreement in future company.

6. Non Compliance under Clause 41 The Company will ensure with respect to publication of compliance with listing financial results in the agreement in future newspaper.

7. Net Owned Fund of the Company The accumulated losses of is reduced below Rs. 2 Crores the Company are increasing due to interest on borrowed fund

18. Audit Committee

The Audit Committee comprises Mr. Ashish D Jaipuria and Independent Directors namely Mr. Om Prakash Agarwal (Chairman) and Mr. Samir Sanghai as other member. All the recommendations made by the Audit Committee were accepted by the Board.

19. Nomination and Remuneration Committee

The Nomination & Remuneration Committee comprises Non-executive Directors namely Mr. Om Prakash Agarwal (Chairman), Mr. Samir Sanghai and Mrs. Kirti D. Jaipuria as other members.

20. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Mr. Samir Sanghai (Chairman) who is a Non-Executive Director, Mr. Om Prakash Agarwal and Mr. Ashish D. Jaipuria as other members.

21. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the provisions of the Act, includes an Ethics Officer of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Ethics Officer or to the Chairman of the Audit Committee.

22. Investment Policy

Board has framed the Investment Policy of the Company, in terms of the RBI Master Circular DNBS (PD) CC No. 380/03.02.001/2014-15 dated 1st July, 2014, which includes criteria to classify the investments into current and long term investments, grouping of quoted current investments for the purpose of valuation, valuation of unquoted equity shares, preference shares, government securities, units of mutual funds, commercial papers, long term investments, etc.

23. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

(i) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed;

(ii) that appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that year;

(iii) that 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.

(iv) that the annual accounts have been prepared on a 'going concern' basis.

(v) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

24. Acknowledgement

Your Directors thank the various Central State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Directors are happy to place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of Board of Directors

Ashish D Jaipuria Kirti D Jaipuria Managing Director Director DIN No.00025537 DIN No.00025564

Place: Mumbai Date: 29th June 2015


Mar 31, 2014

Dear Members,

The Board of Directors hereby present the 28th annual report on the business and operations of your Company along with the financial statements for the year ended 31s1 March, 2014.

(Rs lacs) FINANCIAL HIGHLIGHTS 2013-14 2012-13

Total Income 198.66 2.09

Total Expenditure 765.43 639.54

Profit / (Loss) before Depreciation (566,77) (637.45)

Less : Depreciation 135 2.04

Profit / (Loss) before Tax (568.12) (639.49)

Less : Tax liability - -

PROFIT / (LOSS) FOR THE YEAR (568.12) (639.49)

Less : Transfer to Special Reserve - -

Net Profit / (Loss) (568.12) (639.49)

Profit / (Loss) brought forward from previous year (2,201.92) (1,562.43)

Balance Carried to Balance sheet (2,770.04) (2,201.92)

DIVIDEND

In the view of the accumulated losses of the Company, the Directors do not recommend dividend for the year under review.

OPERATIONS

During the year Company has made substantial efforts in its business operations and has generated total revenue of 7198.66 Lacs. However the Company has suffered a loss of 7568.12 Lacs.

TRANSFER TO SPECIAL RESERVE

As the Company has suffered a loss during the year under review, no amount has been transferred to Special Reserve pursuant to Reserve Bank of India (RBI) directives applicable to Non Banking Financial Companies. The debit balance of Profit and Loss Account has been transferred to Balance Sheet under the head "Reserve & Surplus".

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

AUDITORS

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointment.

AUDITORS'' OBSERVATIONS

Observations in Auditors'' Report are seif explanatory and do not need further comments from Directors in this report.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules. 1988; the Company has obtained a Certificate from a Company Secretary in Whole Time Practice and is attached with the Directors'' Report.

DIRECTORS

Pursuant to the provisions of Articles of Association of the Company, Mr. Om Prakash Agarwal retires by rotation and being eligible, offers himself for re-appointment.

Mr. Ashish D. Jaipuria and Mrs. Kirti D. Jaipuria continue to be Directors on the Board.

PARTICULARS OF EMPLOYEES

The Company has no employees drawing remuneration of up to or more than 76,000,000 during the year or 7500,000 per month during any part of the year. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1 He) OF THE COMPANIES ACT, 1956 The particulars required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure - I to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 or loss of the Company for that period;

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

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENT

The Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its clients, employees, bankers and associates. The Directors are also grateful to the shareholders for their plentiful support to the Company.

By Order of the Board for KIDUJA INDIA LIMITED

Registered Office; 127-B, Mittal Tower. Mr. Asfilsh D. Jaipuria Nariman Point, Chairman and Managing Director Mumbai - 400 021. DIN No. 00025537 Date :27th June. 2014


Mar 31, 2013

To the Members,

The Board of Directors hereby present the 27m annual report on the business and operations of your Company aiong with the financial statements for the year ended 31st march, 2013.

(Rs. lacs)

FINANCIAL HIGHLIGHTS 2012-13 2011-12

Total Income 2.09 94.23

Total Expenditure 639.54 547.19

Profit / (Loss) before Depreciation (637.46) (452.96)

Less: Depreciation 2.04 2.95

Profit / (Loss) before Tax (639.49) (455.91)

Less : Tax liability - (7.97)

PROFIT / (LOSS) FOR THE YEAR ( 639.49) ( 463.88)

Less : Transfer to Special Reserve NIL NIL

Net Profit I (Loss) (639.49) (463.88)

Profit / (Loss) brought forward from previous year (1,662.43) (1,098.55)

Balance Carried to Balance sheet (2,201.92) (1,562.43)



DIVIDEND

In the view of the accumulated tosses of the Company, the Directors do not recommend dividend for the year under review.

OPERATIONS

During the year Company has made substantial efforts in its business operations and has generated total revenue of Rs.2.09 Lacs. However the Company has suffered a loss of Rs.639.49 Lacs.

TRANSFER TO SPECIAL RESERVE

As the Company has suffered a loss during the year under review, no amount has''been transferred to Special Reserve pursuant to Reserve Bank of India (RBI) directives applicable to Non Banking Financial Companies. The debit balance of Profit and Loss Account has been transferred to Balance Sheet under the head "Reserve & Surplus".

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

AUDITORS

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointment.

AUDITORS'' OBSERVATIONS

Observations in Auditors'' Report are self explanatory and do not need further comments from Directors in this report.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules, 1988; the Company has obtained a Certificate from a Company Secretary in Whole Time Practice and is attached with the Directors'' Report.

DIRECTORS

Pursuant to the provisions of Articles of Association of the Company, Mrs. Kirti D. Jaipuria retires by rotation and being eligible, offers herself for re-appointment.

Mr. Ashish D. Jaipuria and Mr. Omprakash Agarwal continue to be Directors on the Board.

PARTICULARS OF EMPLOYEES

The Company has no employees drawing remuneration of up to or more than Rs.6,000,000 during the year or 7500,000 per month during any part of the year. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1 He) OF THE COMPANIES ACT, 1966

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure -1 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 or loss of the Company for that period;

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

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENT

The Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its clients, employees, bankers and associates. The Directors are also grateful to the shareholders for their plentiful support to the Company.



By Order of the Board of Directors

Registered Office:

127-B, Mittal Tower,

Nariman Point,

Mumbai - 400 021. Ashish D. Jaipuria

Date: 28th June, 2013 Chairman


Mar 31, 2012

The Directors have pleasure to present their 26th annual report on the business and operations of the Company and the financial accounts for the year ended 31s1 March, 2012.

FINANCIAL RESULTS For the For the year ended year ended 31st March,2012 31st March, 2011

(Rs in lacs) (Rs in lacs)

Total Income 94.23 1195.15

Total Expenditure 550.14 865.10

Profit / (Loss) before Depreciation (452.96) 332.99

Less: Depreciation 2.95 2.95

Profit/(Loss) before Tax (455.91) 330.04

Less: Tax liability including Deferred Tax and Wealth Tax (7.97) 70.00

PROFIT /(LOSS) FOR THE YEAR (463.88) 260 04

Less Transfer to Special Reserve NiL 52.01

Net Profit/ (Loss) (463.88) 208.03

Profit / (Loss) brought forward from previous year (1098.55) (1306.58)

Balance Carried to Balance sheet (1562.43) (1098.55)

OPERATIONS:

During the year under review Company has made substantial efforts in its business operations and has generated total revenue of Rs.94.23 Lacs. However Company has suffered a loss of Rs.463.88 Lacs.

TRANSFER TO SPECIAL RESERVE:

The Company has not transferred any amount to Special Reserves during the year under review pursuant to Reserve Bank of India (RBI) directives applicable to Non Banking Financial Companies. The debit balance of Profit and Loss Account has been transferred to Balance Sheet under the head "Reserve & Surplus".

DIVIDEND:

In the view of loss Directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

DIRECTORS:

Pursuant to the provisions of Articles of Association of the Company, Mr. Ashish D. Jaipuria, retires by rotation and being eligible offers himself for re-appointment.

Mrs. Kirti D. Jaipuria and Mr. Omprakash Agarwal continue to be directors on the Board.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs.60,00,000/- p.a. or Rs.5,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1 Xe) OF THE COMPANIES ACT. 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

AUDITORS:

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of the Company, retires at the ensuing Annual General Meeting and are being eligible to offer themselves for re- appointment. Your directors recommend their reappointment.

AUDITOR'S OBSERVATIONS:

Observations in Auditor's Report are self explanatory and do not need further comments from directors in this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules, 1988, Company has obtained a Certificate from a Company Secretary in Whole Time Practice and is attached with the Board's Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 the directors confirm:

i that in preparation of the Annual Accounts for the year ended 31s* March, 2012 the applicable accounting standards have been followed and that no material departure have been made from the same.

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, 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 ACKNOWLEDGMENT:

Your directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its clients, employees, bankers and associates. The directors are also grateful to the shareholders for their plentiful support to the Company.

For and on behalf of the Board of Directors

Chairman

Date: 29th June, 2012 Place: Mumbai


Mar 31, 2010

The Directors have pleasure to present their 24th annual report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2010.

(Rs. in Lakhs)

FINANCIAL RESULTS For the For the year ended year ended 31st March, 2010 31st March, 2009

Total Income 4136.22 237.46

Total Expenditure 5422.26 1174.32

Profit / (Loss) before

Depreciation (1286.04) (936.86)

Less: Depreciation 7.27 13.06

Profit/(Loss) before Tax &

Exceptional Items (1293.31) (949.92)

Less: Exceptional Item: NIL 179.00

Profit/(Loss) before Tax (1293.31) (770.92)

Less: Tax liability including

Deferred Tax and Wealth Tax NIL 65.54

Less: Fringe Benefit Tax NIL 0.46

PROFIT /(LOSS) FOR THE YEAR (1293.31) (704.92)

Add: Excess / (Short) provisions

of Tax for the earlier years (Net) (1.75) 17.46

Net Profit/ (Loss) (1295.06) (687.46)

Profit / (Loss) brought forward

from previous year (11.52) 675.94

Balance Carried to Balance

sheet (1306.58) (11.52)

OPERATIONS:

The Company operates extensively in the shares and derivatives market. During the year under review, the Company has earned total income of Rs. 4136.22 Lacs as compared to previous year of Rs. 237.46 Lacs.

TRANSFER TO RESERVES:

In the absence of adequate profits, no amount has been transferred to reserves during the year under review. The debit balance of Profit and Loss Account has been transferred to Balance Sheet under the head "Profit & Loss Account".

DIVIDEND:

In the absence of profits, your directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

DIRECTORS:

Pursuant to the provisions of Articles of Association of the Company, Mrs. Kirti D. Jaipuria, director retires by rotation and being eligible offers herself for re- appointment. Mr. Ashish D. Jaipuria and Mr. Omprakash Agarwal continue to be directors on the Board.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT. 19S6:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

AUDITORS:

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of the Company, retires at the ensuing Annual General Meeting and are being eligible to offer themselves for re-appointment. Your directors recommend their reappointment,

AUDITORS OBSERVATIONS:

Observations in Auditors Report are self explanatory and do not need further comments from directors in this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules, 1988, Company has obtained a Certificate from a Company Secretary in Whole Time Practice and is attached with the Boards Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 the directors confirm:

i. that in preparation of the Annual Accounts for the year ended 31st March, 2010 the applicable accounting standards have been followed and that no material departure have been made from the same.

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, 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

ACKNOWLEDGMENT:

Your directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its clients, employees, bankers and associates. The directors are also grateful to the shareholders for their plentiful support to the Company.

For and on behalf of Board of Directors

Chairman

Date: 30th July, 2010

Place: Mumbai


Mar 31, 2009

The Directors have pleasure to present their 23rd annual report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2009.

(Rs. in Lakhs) FINANCIAL RESULTS For the For the year ended year ended 31st March, 2009 31st March, 2008 Total Income 237.46 11,815.37 Total Expenditure 1174.32 11246.81 Profit / (Loss) before Depreciation (936.86) 568.56 Less: Depreciation 13.06 12.30 prof,t/(Loss) before Tax & Exceptional Items (949.92) 556.26 "Less: Exceptional Item 179.00 Profit/(Loss) before Tax (770.92) 556.26 Less: Tax liability including Deferred Tax and Wealth Tax 65.54 165.39 Less: Fringe-Benefit Tax 0.46 0.48 PROFIT/(LOSS) FOR THE YEAR (704.92) 390.39 Add: Excess provisions of Tax for the earlier years (Net) 17.46 5.91 Net Profit/(Loss) (687.46) 396.30 Profit / (Loss) brought forward from previous year 675.94 358.90 Add/(Less); Transferred from / to Special Reserve NIL (79.26) Balance Carried to Balance sheet (11.52) 675.94

OPERATIONS

Comuaq In view thereof the Company has earned total income of Rs. 237.46 Lacs in the cLrrent year as compared to previous year of Rs. 11,815.37 Lacs.

TRANSFER TO RESERVES

imheabsence of adequate profitsTno amount has been transferred to reserves during the year under review. The debit balance of Profit and Loss Account has been transferred to Balance Sheet under the head "Profit & Loss Account1.

DIVIDEND

In the absence of profits, your directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the period under review.

DIRECTORS:

Pursuant to the provisions of Articles of Association of the Company, Mr. Ashish D. Jaipuria, director retires by rotation and being eligible offers himself for reappointment. Mrs. Kirti D. Jaipuria and Mr. Omprakash Agarwal continue to be directors on the Board.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1 KelOF THE COMPANIES ACT. 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

AUDITORS:

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of the Company, retires at the ensuing Annual General Meeting and are being eligible to offer themselves for re-appointment. Your directors recommend their reappointment.

AUDITORS OBSERVATIONS:

Following are the observations made by the auditors:

Considering auditors observation on the point no. 9(a) of the annexure to the auditors report that the Company has not deposited statutory dues i.e. income tax (including interest) amounting Rs. 10,200,000/-for the financial year 2007-08. The Company is in the process of regularising the dues at the earliest.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules, 1988, Company has

obtained a Certificate from a Company Secretary in Whole Time Practice and is attached with the Boards Report.

DIRECTORS RESPONSIBILITYSTATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 the directors confirm:

i. that in preparation of the Annual Accounts for the year ended 31st March, 2009 the applicable accounting standards have been followed and that no material departure have been made from the same.

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, 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

ACKNOWLEDGMENT

Your directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its clients, employees, bankers and associates. The directors are also grateful to the shareholders for their plentiful support to the Company.

For and on behalf of Board of Directors Chairman Date: 30th July, 2009 Place: Mumbai

 
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