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Directors Report of Lakshmi Finance & Industrial Corporation Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors have the pleasure in presenting this 91st Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2015.

SUMMARY OF FINANCIAL RESULTS

(Rs. in lakhs)

Particulars 2014-2015 2013-2014

Gross Income 688.19 479.54

Gross Profit 578.27 143.03

Less: Interest 4.28 -

: Depreciation 7.21 8.16

Profit for the year before taxation 566.78 134.87 Provision for Taxation 68.48 -

Profit after tax 498.30 134.87

Prior year taxes (1.67) -

Net Profit 499.97 134.87

Profit brought forward 660.65 635.95

Profit available for appropriation 1160.62 770.82

Less: Carrying amount of Assets 3.28 -

Net Profit available for appropriation 1157.34 -

Appropriations:

Proposed Dividend 90.00 54.00

Dividend Tax 17.99 9.17

Transfer to Reserve Fund (per RBI Guide Lines) 105.00 27.00

Transfer to General Reserve 200.00 20.00

Balance carried over to Balance Sheet 744.35 660.65

1) DIVIDEND:

Your Directors take the pleasure in recommending a dividend at the rate of 30% (i.e., Rs. 3.00 per Equity Share of Rs.10/- each) for the financial year 2014-15 as apposed to 18% dividend rate in the previous year. The proposed dividend, if approved at the 91st Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the register of members as on 06.08.2015 and also to those whose names appear as beneficial owners as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited. The outflow on account of the dividend payout would be Rs. 107.99 lakhs including tax on dividends.

2) OPERATIONAL PERFORMANCE:

During the year under review the Capital Markets witnessed a roller coaster ride during the year 2014, but ended on a high note. The year 2014 started well as commodity prices declining and stability on political front was restored. However, fears of quantitative easing, tapering and Rupee depreciation led to a sharp correction in Capital Markets. As rupee stabilized, normalcy was restored, resulting in a rally and markets reached to its peak levels. Last quarter of F.Y. 2014-15 saw stock markets breaking new highs owing to increased optimism on the formation of a stable and progressive Government and also stable commodity prices. Going ahead, we believe that these factors together with reasonable current equity valuations, the stock markets will remain well supported.

The Company's Financial performance through investment in shares and mutual funds have yielded substantial Capital Gains and Dividends as can be seen from the Gross Income of Rs. 688.19 lakhs for the year ended 31st March, 2015 as against Rs. 479.54 lakhs for the previous year ended 31st March, 2014. The Company made a profit after tax of Rs. 499.97 lakhs against Rs. 134.87 lakhs during the previous year ended 31st March, 2014. The Improved performance was mainly on account of the favorable market conditions and also close monitoring of the Portfolio Investments in Equity Shares and Mutual Funds. The Company will continue to focus its efforts to closely monitor Portfolio Investment activity to generate optimum returns by way of Capital appreciation and periodic dividend returns.

3) NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 4 times during the Financial Year from l st April 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

10th May, 2014, 5th August, 2014, 04th November, 2014 and 7th February, 2015

4.(i) CONFIRMATION OF APPOINTMENT:

Pursuant to the provisions of the section 161 (1) of the Companies Act,2013 read with the Articles of Association of the Company, Smt.Madhurika Venkat Nalluri is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for re-appointment as Director.

4.(ii) APPOINTMENT OF SRI. ARUN PRASAD KANURI (Din: 06830316).

Sri. K.Arun Prasad was inducted as an Additional Director w.e.f. 07.02.2015 and his term of office expires by the end of the ensuing Annual General Meeting. Sri Arun Prasad expressed his desire to go abroad for higher studies (MBA) and hence the proposal for his appointment as Director at the ensuing Annual General Meeting is not considered.

4.(iii) APPOINTMENT OF NON INDEPENDENT DIRECTOR:

Sri.K.Kapil Prasad will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

4. (iv) DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

5) LISTING OF COMPANY'S SHARES:

The Company's shares are listed at The National Stock Exchange of India Limited (NSE) w.e.f 15.04.2015 and the Annual Listing Fees for the year 2015-16 have been paid. The Company's shares are listed and traded at NSE with ISIN Code 'INE 850E010I2' and Stock Code 'LFIC' with effect from 15.04.2015.

(i) DEMATERIALISATION OF SHARES:

Your Company shares have been made available for dematerialisation through the National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL). As on 31st March 2015, 61.11% of the shares in your Company have been dematerialized.

(ii) UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor Education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2007-2008 will expire on October 20th, 2015 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund" of the Central Government.

6) AUDITORS:

i) Statutory Auditors:

The Auditors, M/s.M.Anandam & Co., Secunderabad and M/s.Brahmayya & Co., Hyderabad Chartered Accountants, retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

ii) Intrernal Auditors:

M/s M.Bhaskara Rao & Co., Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.

iii) Secretarial Audit:

According to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

iv) AUDIT OBSERVATIONS:

There are no audit qualifications in the Company's financial statements

7) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013

8) PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March 2015. Further, the Company is registered with RBI as a "Non Deposit Taking Company".

9) DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures:

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period:

c) The directors have taken proper and sufficient care 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.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

10) VIGIL MECHANISM :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lakshmifinance.org.

11) RELATED PARTY TRANSACTIONS :

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-B.

12) EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C.

13) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

14) CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Brahmayya & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) of the Companies Act, has not been given as the same is not applicable owining to the nature of activites in foreign Currency is Nill.

16) CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee w.e.f 25.05.2015. The Committee Comprises of three Independent Directors namely Sri.R.Surender Reddy, Sri.Keshav Bhupal, Sri.Kapil Bhatia and Sri.K.Harishchandra Prasad,Managing Director. CSR Committee of the Board developed a CSR Policy and the functions of Committee include review of CSR initiatives undertaken by the Company formation and recommendation to the Board of a CSR policy indicating the activities to be undertaken by the Company and recommendation of the amount of the expenditure to be incurred for such activities. However, during the year under review Section 135 of the Companies Act, 2013, relating to the Corporate Social Responsibility is not applicable to the Company and hence the same is not adopted.

17) REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

S. Name Designation Remuneration Remuneration No paid F.Y paid F.Y 2014-15 2013-14 Rs. Rs. 1. Mr.K.Harishchandra Managing 53,84,519 41,32,000 Prasad Director

2. Mr.U.Vijaya Kumar CFO (KMP) 6,26,536 5,78,056

3. Smt.Suman Bung CS (KMP) 93,000 0

S. Name Increase in Ratio/Times No remuneration per Median from previous of employee year -Rs. remuneration 1. Mr.K.Harishchandra 12,52,519 27 Prasad

2. Mr.U.Vijaya Kumar 48,480 5

3. Smt.Suman Bung 0 1

18) EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

Pursuant to the provisions Sec. 134 (3) (1) companies Act, 2013, there were no material changes and commitments which affects the financial statements of the Company during the year under review.

19) RISK MANAGEMENT COMMITTEE

A) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Sri.Keshav Bhupal Chairperson Non Executive Independent Director

Sri.R.Surender Reddy Member Non Executive Independent Director

Sri.K.Kapil Prasad Member Non Executive-Non Independent Director

Sri.K.Harishchandra Managing Prasad Director Executive-Non Independent Director

Role and Responsibilities of the Committee includes the following:

Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimisation.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that all know and emerging risks have been identified and mitigated or managed.

20) ACKNOWLEDGEMENTS:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Banks and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

For and on behalf of the Board

Sd/- Sd/- R. SURENDER REDDY K. HARISHCHANDRA PRASAD Director Managing Director

Place: Hyderabad Date: 25th May, 2015


Mar 31, 2011

The Directors have the pleasure in presenting this 87th Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

SUMMARY OF FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars 2010-2011 2009-2010

Gross Income 516.63 1,153.44

Gross Profit 441.09 671.93

Less : Interest 0.15 0.01

: Depreciation 7.42 6.28

: Diminution in the value of Investments 71.91 -

Profit for the year before taxation 361.61 665.64 Provision for Taxation:

Current Tax 20.00 -

Deferred Tax (0.22) (0.45)

MAT Credit entitlement - 65.00

Profit after tax 341.83 601.09

Prior year taxes (4.31) (2.44)

Profit brought forward 600.92 324.78

Profit available for appropriation 947.06 928.31

Appropriations:

Proposed Dividend 75.00 75.00

Dividend Tax 12.17 12.46

Transfer to Reserve Fund 70.59 125.00

Transfer to General Reserve 50.00 114.93

Balance carried over to Balance Sheet 739.30 600.92

OPERATIONAL PERFORMANCE:

During the year under review, the Company's Gross income during the year reduced to Rs.516.63 lakhs as against Rs.1153.44 lakhs in the previous year. After providing diminution in the value of Investments amounting to Rs.71.91 lakhs, the Company achieved Profit after taxation of Rs. 341.83 lakhs. The performance during the previous year ended 31.03.2010 was higher mainly on account of favourable stock market conditions i.e., BSE Sensex moved from 9,708 (31.03.2009) to 17,528 (31.03.2010), an increase of 90%. The Company's Gross Income reduced during the year ended 31.03.2011 was on account of the Sensex hovering at 19,445 as on 31.03.2011 and the increase in growth rate being only around 9% compared to 90% in previous year. Accordingly the Company revenues for F.Y. 2010-2011 reflected the market conditions. The rental incomes have been on expected basis and Company was successful in recovering Rs.2.00 lakhs of Bad Debts. The Company expects the Capital Market conditions to improve in the coming year and hopes that Company's performance will lead to improved results.

DIVIDEND:

Your Directors take the pleasure in recommending a dividend at the rate of 25% (i.e., Rs.2.50 per Equity Share of Rs.10/- each) for the financial year 2010-11. The proposed dividend, if approved at the 87th Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the register of members as on 3rd August, 2011 and also to those whose names appear as beneficial owners as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited. The outflow on account of the Dividend would be Rs. 87.17 lakhs including tax on Dividend.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March, 2011. Further, the Company is registered with RBI as a "Non Deposit Taking Company".

DIRECTORS:

In accordance with the Companies Act, 1956 and the Articles of Association of our Company, Sri. M. Ranganath Sai, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company hereby furnish the following responsibility statement with regard to annual accounts, accounting policies, maintenance of adequate accounting records etc.

i) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and of the profit and 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, your Company has to comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company, regarding compliance of conditions of Corporate Governance, form a part of this Annual Report.

LISTING OF COMPANY'S SHARES:

The Company's shares are listed at The Madras Stock Exchange Limited (MSE) and the Annual Listing Fees for the year 2011- 12 have been paid. Based on the tieup between The Madras Stock Exchange Limited and The National Stock Exchange of India Limited (NSE), the Company's shares are listed at NSE with ISIN Code 'INE 850E01012' and Stock Code 'LAKSHMIFIN' with effect from 30.06.2010.

DEPOSITORY SYSTEM:

Your Company shares have been made available for dematerialisation through the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). As on 31st March 2011, 19.39% of the shares in your Company have been dematerialized.

AUDITORS:

The Auditors, M/s.M.Anandam & Co., Chartered Accountants, Secunderabad and M/s.Brahmayya & Co., Chartered Accountants, Hyderabad will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

PARTICULARS OF EMPLOYEES:

None of the employees are covered U/s.217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended and forming part of the Directors Report for the year ended 31st March, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable owing to the nature of activities. The particulars regarding income and expenditure in Foreign Currency is Nil.

GENERAL:

The notes forming part of the Accounts are self-explanatory or to the extent necessary, have been dealt with in the preceding paragraphs of the Report.

PERSONNEL:

The relations between the Employees and the Management continued to be cordial during the year under review.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep sense of appreciation for the assistance and co-operation received from Banks, Shareholders and all the Employees.

For and on behalf of the Board



Sd/-

M. RANGANATH SAI

Director



Sd/-

K. HARISHCHANDRA PRASAD

Place: Hyderabad Managing Director

Date: 28th May 2011


Mar 31, 2008

The Directors have pleasure to present this 84th Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2008.

SUMMARY OF FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars 2007-2008 2006-2007

Gross Income 785.75 622.73

Gross Profit 725.68 580.82

Less : Interest - 0.30

Depreciation 6.96 7.97

Diminution in the value of Investments 411.15 -

Profit for the year before taxation 307.57 572.55 Provision for Taxation:

Current Tax 35.00 30.00

Deferred Tax (1.45) (1.35)

MAT Credit entitlement (35.00) (30.00)

Fringe Benefit Tax 0.72 0.65

Profit after tax 308.30 573.25

Prior year taxes 12.96 (2.14)

Profit brought forward 507.49 343.51

Profit available for appropriation 828.75 914.62 Appropriations:

Proposed Dividend 78.75 78.75

Dividend Tax 13.38 13.38

Transfer to Reserve Fund 62.00 115.00

Transfer to General Reserve 100.00 200.00

Balance carried over to Balance Sheet 574.62 507.49

OPERATIONAL PERFORMANCE:

During the year under review, the Indian Economy continued to exhibit good growth with the GDP growing at over 8%. The recent Sub-Prime crisis in United States and the high increase in crude oil and commodity prices at record level have started affecting the Global Economy leading to turmoil in Global Financial and Capital Markets. Inturn, the Indian Economy also started facing inflationary pressures leading to Reserve Bank of India increasing the interest rates to constrain inflation. These factors, both domestic and external, have added to the slowdown in Economic Growth and the cascading impact is reflected in the steep correction in the Capital Market where in the sensex has fallen from a high of 21207 in mid January 2008 by 40% in less than six months.

The Companys financial performance through investment in shares and equity related mutual funds have yielded substantial Capital Gains and Dividends as can be seen from the Gross Income of Rs.785.75 lakhs for the year ended 31st March 2008. Due to the steep fall in the sensex, the Companys Portfolio Investments value has also fallen substantially during this period. Consequently, the Company thought it prudent to provide diminution in value of the investments to the extent of Rs. 411.15 lakhs for the year ended 31st March 2008.

The Companys Gross Income during the year under review increased to Rs.785.75 lakhs as against Rs.622.73 lakhs, registering an increase of 26% over the previous year. On account of providing diminution in the value of Investments amounting to Rs.411.15 lakhs during the year, the Company achieved profit after taxation of Rs.308.30 lakhs. As mentioned in the earlier reports, the Company has not taken up new business in the areas of Leasing/Hire Purchase etc., as the market conditions are not conducive and also on account of stringent Reserve Bank of India regulations in force for Non Banking Finance Companies. Further, our Company is classified as a."Non Deposit Taking Company" by Reserve Bank of India. During the year under review, the rental incomes have been on expected basis and the Company was successful in recovering Rs.3.75 lakhs of Bad Debts. As the longterm prospers for Indian Economy appear positive, the Company is hopeful of improving the returns from Portfolio Investments through effective monitoring and will continue its efforts to identify new Investment/ Manufacturing business activities as part of diversification.

DIVIDEND:

Your Directors take the pleasure in recommending a dividend at the rate 35 % (i.e.Rs.3.50 per Equity Share of Rs.l0/- each) for the financial year 2007-08. The proposed dividend, if approved at the 84th Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the register of members as on 22nd September 2008, and also to those whose names appear as beneficial owners as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited. The outflow on account of the Dividend would be Rs.92.13 lakhs including tax on Dividend.

BONUS SHARES:

Your Directors have recommended Bonus Shares in the ratio of One Equity Share for three equity shares held by way of Capitalization of Reserves, subject to approval of the Members. The recognition granted to the Hyderabad Stock Exchange Limited stands withdrawn with effect from 29th August, 2007 pursuant to notification issued by SEBI. In order to have listing facility at Bombay Stock Exchange, the minimum paid up Share Capital required is Rs.3.00 Crores. To comply with the same and with a view to provide trading of Company shares on the exchange, a resolution for Capitalization of Reserves and issuing Bonus Shares is proposed in the ensuing Annual General Meeting for the approval by the Members. This will increase the Equity Capital of the Company from Rs.2.25 Crores to Rs.3.00 Crores.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March 2008. Further, the Company is registered with RBI as a "Non Deposit Taking Company".

DIRECTORS:

In accordance with the Companies Act, 1956 and the Articles of Association of our Company, Sri. M.Ranganath Sai, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. DIRECTORS RESPONSIBILITY STATEMENT: In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company hereby furnish the following responsibility statement with regard to annual accounts, accounting policies, maintenance of adequate accounting records etc.

i) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2008 and of the profit and 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

SUBSIDIARY COMPANY:

As mentioned in earlier reports, there is no activity for the past 7 years and there are no assets in the Subsidiary Company. During the year under review, the company sold 1.2 lakhs shares of Subsidiary Company, L-Pack Polymers Limited (equivalent to 60% of the equity holdings) to a third party and as a result, the Company ceased to be a Subsidiary Company.

CORPORATE GOVERNANCE:

The Company has started pursuing the code of Corporate Governance as enunciated by SEBI in clause 49 of the listing agreement, though the same is not mandatory to our Company.

DEPOSITORY SYSTEM:

Your Company shares have been made available for dematerialisation through the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). As on 31st March 2008, 14.37% of the shares in your Company have been dematerialized.

AUDITORS:

The Auditors, M/s.M.Anandam & Co., Chartered Accountants, Secunderabad and M/s.Brahmayya & Co., Chartered Accountants, Hyderabad will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

PARTICULARS OF EMPLOYEES:

None of the employees are covered U/s.217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended and forming part of the Directors Report for the year ended 31st March, 2008.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217(i)(e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the report of Directors)Rules, 1988 has not been given as the same is not applicable owing to the nature of activities. The particulars regarding income and expenditure in Foreign Currency is Nil.

GENERAL:

The notes forming part of the Accounts are self-explanatory or to the extent necessary, have been dealt with in the preceding paragraphs of the Report.

PERSONNEL:

The relations between the Employees and the Management continued to be cordial during the year under review.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep sense of appreciation for the assistance and co-operation received from Banks, Shareholders and all the Employees.

For and on behalf of the Board

R. SURENDER REDDY Director

K. HARISHCHANDRA PRASAD Place: Hyderabad Managing Director Date : 29th July 2008


Mar 31, 2006

Your Directors have pleasure in presenting the 82nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2006.

SUMMARY OF FINANCIAL RESULTS

(Rupees in lakhs) 2005-2006 2004-2005 Gross Income 519.86 365.30 Gross Profit 465.85 283.88 Less: Depreciation 8.65 7.95 Profit for the year before taxation 457.20 275.93 Less: Provision for Taxation 0.04 10.71 Profit for the year 457.16 265.22 Add: Income Tax of Earlier Years 1.73 2.85 Add: Balance brought forward from previous year 21641 103.40 Profit available for appropriation 675.30 371.47 Less: Provision for Dividend 78.75 45.00 Provision for Dividend Tax 11.04 631 Transfer to Reserve Fund 92.00 53.75 Transfer to General Reserve 150.00 50.00 Balance Carried Over to Balance Sheet 34351 216.41

DIVIDEND:

Keeping in view the results for the year under review, your Directors are pleased to recommend a dividend at the rate 35% (i.e. Rs.3.50 per Equity Share of Rs.l0/- each) for the year ended 31st March, 2006 (previous year 20%). The proposed dividend, if approved by the members at the ensuing Annual General Meeting, would be tax free in the hands of the share holders and will absorb a sum of Rs.89.79 lakhs including Dividend Tax for which necessary provision has been made in the accounts.

REVIEW OF OPERATIONS:

The overall performance of the Indian Economy in the year 2005-06 has been encouraging with GDP growth rate estimated at about 8% and has also been one of the best years for the Stock Market and equity related mutual funds. Accordingly, during the year under review, the Companys financial performance through investments in shares and equity related mutual funds have yielded substantial capital gains, as can be seen from the Net Profit for the year ended 31st March, 2006.

The Companys Gross Income during the year under review increased to Rs.519.86 lakhs as against Rs.365.30 lakhs registering an increase of 42% over the previous year and the Profit for the year after taxation increased to Rs.45 7.16 lakhs as against Rs.265.22 lakhs, an increase of 72% over the previous year. The improved performance was mainly on account of the Long Term Capital Gains earned Dividend Income from the Investments made by the Company in Shares and equity oriented Mutual Funds.

While Indias expected strong economic growth is likely to provide opportunities for growth of Capital Markets and Mutual Fund activities in the long term, it is unlikely that the relative performance and returns from the Stock Market and Mutual Fund Investments during the current year 2006-07 will match the returns generated in the previous year because of the volatility and other market risk factors. However, the Company with cautious optimism, will continue to focus its efforts to closely monitor its investment with a view to generate optimum capital appreciation and encash the opportunities. As you may be aware and as mentioned in the earlier reports, the Company is registered with Reserve Bank of India as "Non Deposit taking NBFC" (Non Banking Finance Company). On account of the continued unfavourable market conditions and the stringent Reserve Bank of India regulations for NBFCs, the Company could not take up new business in the areas of Leasing, Hire Purchase etc. The Company was successful in recovering about Rs.9.32 lakhs of Bad Debts during the year under review and the Company will make continued efforts to recover the balance debts pertaining to the earlier Lease/Bill Discounting transactions. Under the circumstances, the Management thought it prudent to Invest the net owned funds of the Company in Long Term Investments as mentioned earlier in the overall interest of the Company. Further, the Company is making continued efforts to identify new business activities in manufacturing/service sectors as a part of diversification.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March, 2006. Further, the Company is registered with RBI as a "Non Deposit Taking Company".

DIRECTORS:

Sri D.M. Neterwala resigned from the Board of Directors of the Company for personal reasons and the same was accepted by the Board w.e.f. 18.07.2006. The Board recorded its deep sense of gratitude and appreciation for the valuable advice and guidance extended by Sri D.M. Neterwala during his long tenure of more than 25 years as a Director on the Board.

In accordance with the Companies Act, 1956 and the Articles of Association of our Company, Sri. Kapil Bhatia and Sri. M. Ranganath Sai, retire by rotation at the ensuing Annual Genera] Meeting and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:-

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company hereby furnish the following responsibility statement with regard to annual accounts, accounting policies, maintenance of adequate accounting records etc.

i) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 ended 31st March, 2006 and of the profit and 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

SUBSIDIARY COMPANY:

The audited statements of account of the Companys subsidiary "M/s.L-Pack Polymers Limited" together with the report of Directors and Auditors for the year ended 3 1st March, 2006 as required U/s 212 of the Companies Act, 1956 are attached. As informed in the earlier year report, the operations of the Company were stopped from 31.07.2001 and subsequently all the machinery and inventory were disposed and no employees are on the rolls as on 31.03.2006. The Management is exploring various alternatives, ways and means to dispose the Subsidiary Company.

CORPORATE GOVERNANCE:

The Company started pursuing the code of Corporate Governance as enunciated by SEB1 in clause 49 of the listing agreement, though the same is not mandatory to our Company.

DEPOSITORY SYSTEM:

Your Company shares have been made available for dematerialisation through the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). As on 31st March, 2006, 11.88% of the shares in your Company have been dematerialised.

AUDITORS COMMENTS:

The Note No.6 of Schedule No.O to the attached Balance Sheet, referred by the Auditors in their Report, the Company is in the process of obtaining confirmation of balances from parties of receivables and payables.

AUDITORS:

The Auditors, M/s. M. Anandam & Co., Chartered Accountants, Secunderabad and M/s. Brahmayya & Co., Chartered Accountants, Hyderabad will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

PARTICULARS OF EMPLOYEES:

None of the employees are covered U/s 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended and forming part of the Directors Report for the year ended 31st March, 2006.

LISTING:

Your Companys shares are presently listed at the Stock Exchange of Hyderabad. Your Company is regular in payment of listing fees.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable owing to the nature of Companys activities. The particulars regarding income and expenditure in Foreign Currency is Nil.

GENERAL:

The notes forming part of the Accounts are self explanatory or to the extent necessary, have been dealt with in the preceding paragraphs of the Report.

PERSONNEL:

The relations between the employees and the management continued to be cordial during the year under review.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation to all the employees and as well as the shareholders for their continued support and co-operation.

For and on behalf of the Board

R. Surender Reddy K. Harishchandra Prasad Director Managing Director

Place : Hyderabad Date : 18th July, 2006


Mar 31, 2005

Your Directors have pleasure in presenting the 81st Annual Report of the Company together with the Audited accounts for the year ended 31st March, 2005.

SUMMARY OF FINANCIAL RESULTS

(Rupees in lakhs) 2004-2005 2003-2004

Gross Income 365.30 376.56 Gross Profit 283.88 262.76 Less: Depreciation 7.95 8.88 Profit for the year before taxation 275.93 253.88 Less: Provision for Taxation 10.71 6.36 Profit for the year 265.22 247.52 Add: Income Tax of Earlier Years 2.85 0.72 Add: Balance brought forward from previous year 103.40 0.49 Profit available for appropriation 371.47 248.73 Less: Provision for Dividend 45.00 40.50 Provision for Dividend Tax 6.31 5.19 Transfer to Reserve Fund 53.75 49.65 Transfer to General Reserve 50.00 50.00 Balance Carried Over to Balance Sheet 216.41 103.40

REVIEW OF OPERATIONS:

During the year under review, the Companys operations were restricted to Intercorporate Deposits and Loans and management of Portfolio Investments in Shares and Mutual Funds. While the overall Indian Economy during the year 2004- 05 continued to grow at a sustainable healthy pace and with the GDP growth rate of about 7% to 7.50%, the Capital Market have also shown good progress and performance which is evident from the fact that the current sensex is around 7,300 and the rapid growth of the Mutual Fund Investments. Further the Finance Act, 2005 has given a lot of impetus to the growth of Capital Markets and Mutual Funds industry, by giving various tax concessions, where in the tax rate on Short Term Capital Gains was reduced to 10% and Long Term Capital Gains and Dividend Income from Equity Shares of Companies and equity oriented Mutual Funds are exempted from tax. These factors combined with Companys improved efficiency in the Portfolio Management of Investments, Company could increase the profitability during the year under review.

While the Gross Income during the year was marginally lower at Rs.365.30 lakhs as against Rs.376.56 lakhs in the previous year, Profit for the year after taxation increased to Rs.265.22 lakhs as against Rs.247.52 lakhs in the previous year. The improved performance was mainly on account of the Long Term Capital Gains and Dividend Income received from the

Investments in Shares and equity oriented Mutual Funds. While the current market indications are that the Capital Markets and Mutual Fund Industry are likely to continue to grow in the Indian context, it is possible that future returns may be affected due to volatility and other risk factors which are inherent in the Industry. However, the Company will continue to closely monitor the portfolio management with a view to optimise the returns and also continue its efforts to identify new business activities as a part of diversification.

Since the overall market environment of NBFCs (Non Banking Finance Companies) continue to be not so encouraging, the Company restrained from taking up new business in the area of Leasing, Hire Purchase and Bill Discounting. During the year, the Company was successful in recovery of Rs. 6.82 lakhs of Bad Debts and will continue to make efforts for recovery of the old balances.

DIVIDEND:

Keeping in view of operational results for the year under review, your Directors are pleased to recommend a dividend at the rate 20% (i.e. Rs.2/- per Equity Share of Rs.10/- each) for the year ended 31st March, 2005 (previous year 18%). The proposed dividend, if approved by the members at the ensuing Annual General Meeting, would be tax free in the hands of the share holders and will absorb a sum of Rs. 51.31 lakhs including Dividend Tax for which necessary provision has been made in the accounts.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March, 2005. Further, the Company is registered with RBI as a "Non Deposit Taking Company".

DIRECTORS:

In accordance with the Companies Act, 1956 and the Articles of Association of our Company, Shri. N. Tata Rao and Shri. R. Surender Reddy, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company hereby furnish the following responsibility statement with regard to annual accounts, accounting policies, maintenance of adequate accounting records etc.

i) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 ended 31st March, 2005 and of the profit and 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

SUBSIDIARY COMPANY:

The audited statements of account of the Companys subsidiary "M/s. L-Pack Polymers Limited" together with the report of Directors and Auditors for the year ended 31st March, 2005 as required U/s 212 of the Companies Act, 1956 are attached. As informed in the previous year report, the operations of the Company were stopped from 31.07.2001 and subsequently all the machinery and inventory were disposed and no employees are on the rolls as on 31.03.2005. The Management is exploring various alternatives, ways and means to dispose/transfer/sell the Subsidiary Company in the best interest of the Holding Company.

CORPORATE GOVERNANCE:

The Company started pursuing the code of Corporate Governance as enunciated by SEBI in clause 49 of the listing agreement, though the same is not mandatory to our Company.

DEPOSITORY SYSTEM:

Your Company shares have been made available for dematerialisation through the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). As on 31st March, 2005, 10.93% of the shares in your Company have been dematerialised.

AUDITORS COMMENTS:

The Note Nos. 4 and 6 of Schedule No.O to the attached Balance Sheet, referred by the Auditors in their Report are self explanatory and hence no further explanation is considered as necesary as the comments of the Auditors are observatory in nature.

AUDITORS:

The Auditors, M/s. M.Anandam & Co., Chartered Accountants, Secundertbad and M/s.Brahmayya & Co., Chartered

Accountants, Hyderabad will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

PARTICULARS OF EMPLOYEES:

None of the employees are covered U/s 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended and forming part of the Directors Report for the year ended 31st March, 2005.

LISTING:

Your Companys shares are presently listed at the Stock Exchange of Hyderabad. Your Company is regular in payment of listing fees.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable owing to the nature of activities. The particulars regarding income and expenditure in Foreign Currency is Nil.

GENERAL:

The notes forming part of the Accounts are self explanatory or to the extent necessary, have been dealt with in the preceding paragraphs of the Report.

PERSONNEL:

The relations between the employees and the management continued to be cordial during the year under review.

ACKNOWLEDGEMENTS:

Your Directors express their deep gratitude for the assistance, co-operation and support extended to the Company by the Banks, Customers as well as the Shareholders and look forward to the continued support.

Your Directors also wish to place on record their appreciation to all the employees for their continued support and co-operation.

For and on behalf of the Board

R. Surender Reddy K. Harishchandra Prasad Director Managing Director

Place : Hyderabad Date : 20th July, 2005


Mar 31, 2000

The Directors have pleasure in presenting the SEVENTY SIXTH Annual Report together with the audited accounts for the year ended 31st March, 2000.

SUMMARY OF FINANCIAL RESULTS

(Rupees in lakhs) (Rupees in lakhs) 1999-2000 1998-99

Gross Income 337.56 383.64

Gross Profit 177.92 212.83

Less: Interest 5.63 24.66

Less: Depreciation 117.96 168.77

Add: Provision as per RBI norms 23.16 28.82

Profit before tax for the year 77.49 48.22

Less Provision for taxation 45.25 (59.85)

Profit/(Loss)for the year 32.24 (11.63)

Add/Less: Provision for Taxation for earlier years -- 6.41

Net Profit/(Loss)for the year 32.24 (5.22)

Add: Surplus brought forward from previous year 28.95 64.14

Total Profit available for appropriation 61.19 58.92

Transfer to Reserve Fund 6.50 --

Transfer to General Reserve 3.25 --

Interim / Final Dividend paid (including Dividend Tax) 29.97 29.97

Surplus carried forward to Balance Sheet 21.47 28.95

DIVIDEND

An interim dividend of 12 percent (Rs.1.20 per equity share of Rs.10 each) was declared by the Board for the year ended 31st March, 2000 and the same is distributed to those shareholders who held the shares as on May 25th,2000 i.e. the record date fixed for the purpose of distribution of interim dividend. The total amount distributed by way of dividends and corporate dividend tax is Rs.29.97 lakhs which is the same as last year. The Board decided to treat the interim dividend as the final dividend for the year ended 31st March, 2000, accordingly, no resolution for payment of dividend is being moved at the forthcoming Annual General Meeting of your Company.

REVIEW OF OPERATIONS

During the year under review, the Companys operations were restricted to short term funding i.e. Intercorporate deposits, Bill discounting besides monitoring of portfolio investments and repayment of public deposits. On account of the continued unfavourable market conditions prevailing in theNBFC (Non-Banking Finance Companies) sector and the RBIs regulations in force for finance companies, the Company has not taken up new business in the area of Leasing andHire-Purchase. The Company continued to actively pursue the recovery of outstanding amounts from the parties who have defaulted in payment of Lease/Hire Purchase instalments and Bills discounted and also initiated appropriate legal proceedings by filing civil/criminal cases against some parties.

On account of adverse market conditions and reduced business volume, your Companys Gross income during the year reduced to Rs.337.56 lakhs as against Rs.383.64 lakhs in the previous year. However, after providing forNPAs and income derecognition as per RBI norms and bad debts written off, the Companys book profit before taxes increased to Rs.77.49 lakhs as against Rs.48.22 lakhs in the previous year. For the year, the net book profit after providing for taxation, stood at Rs.32.24 lakhs (previous year book loss of Rs. 11.63 lakhs).

During the year under review, the Companys aggregate cost of quoted investments including debentures and units amounted to Rs.439.16 lakhs as against the market value of Rs.484.14 lakhs as on 31st March, 2000, indicating a notional gain of Rs.24.98 lakhs. As the Stock market conditions have been improving during the current year, the Companys portfolio is expected to further improve from the present level.

As on the date of this report, your Company has repaid all the public deposits and the Bank loans. As informed to the members in the last Annual Report, the Company continues to adopt a restrained approach in the financial activities due to unfavourable business environment forNBFC sector, and is in the process of identifying business proposals for diversification into other areas.

NBFC REGISTRATION

The Company continues to be a registered Non-Banking Finance Company based on the registration received on 9.12.1998 from the Reserve Bank of India (Registration No. 09.00239).

PUBLIC DEPOSITS

The Company in conflrmity with RBI regulations has not accepted or renewed public deposits during the year under review. At the end of the year, the deposits stood at Rs.0.24 lakhs as against Rs. 5.89 lakhs at the begining of the year. There are no deposits which are unpaid or unclaimed as on 31.3.2000. As on the date of this report, all the deposits have been repaid.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of our Company, Sri.NTata Rao and Sri.Kapil Bhatia retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

SUBSIDIARY COMPANY

The audited statements of account of the Companys subsidiary "M/s.L-Pack Polymers Ltd" together with the Report of Directors and Auditors for the year 31st March, 2000 as required under Section 212 of the Companies Act, 1956 are attached.

AUDITORS COMMENTS

The note Nos.6 and 9 of Schedule No.S to the attached Balance Sheet, referred by the Auditors in their Report are self explanatory and hence no further explanation is considered necessary as the comments of the Auditors are observatory in nature.

AUDITORS

The Auditors M/s.M.Anandam & Co., Secunderabad, M/s.Brahmayya & Co., Hyderabad and M/s.M.Bhaskara Rao & Co., Hyderabad retire at the conclusion of the forthcoming Annual General Meeting and being eligible, they have conveyed their consent to be reappointed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The Company has no activities relating to Conservation of Energy, Technology absorption. The Company did not have any foreign exchange earnings or out go during the year under review.

SPECIAL BUSINESS

As regards to the Items of the Notice of the Annual General Meeting relating to the Special Business, the resolutions incorporated in the Notice and the Explanatory statements thereto fully indicate the reasons for seeking the approval of the members to those proposals. Members attention is drawn to the items of Special Business mentioned in the Notice.

GENERAL

The notes forming part of the Accounts are self explanatory or to the extent necessary have been dealt with in the preceding paragraphs of the Report.

PERSONNEL

The relations between the employees and the management continued to be cordial during the year under review.

ACKNOWLEDGMENTS

Your Directors express their deep gratitude for the assistance, co-operation and support extended to your Company by Bankers, Customers, Depositors as well as the Shareholders and look forward to the continued support.

Your Directors also take this opportunity to place on record their sincere appreciation of the valuable contribution made by the employees at all levels in the progress of the Company during year under review.

For and on behalf of the Board

R. Surender Reddy

Director

Place : Hyderabad K. Harishchandra Prasad

Date : 31st July, 2000 Managing Director

 
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