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Directors Report of Market Creators Ltd.

Mar 31, 2014

Dear Members,

The Directors present herewith their 22nd Annual Report on the affairs of the company together with the audited statement of accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

The working results of your company for the financial year under report are as under:

(RS. in Lacs)

Particular Current Year Previous Year (2013-2014) (2012-2013)

Total Income 583.88 499.13

Profit before finance cost, depreciation and taxation 154.65 115.66

Financial Cost 131.75 101.84

Depredation 17.12 8.03

Net profit / (loss) for the year before exceptional item 5.78 5.74

Add: Exceptional Item - -

Net profit / (loss) for the year after exceptional item 5.78 5.74

Less: Taxation -2.57 0.19 Net profit / (loss) for the year after taxation 8.34 5.55

Add: Balance brought forward from the previous Year 69.42 63.86

DIVIDEND:

In view of the current market scenario your Board does not recommend any dividend.

OPERATION / ACHIEVEMENTS / FUTURE PROSPECTS:

As you are aware that stock market both in India and abroad has been passing through great turmoil. Your company inspite of all hike-ups has done well. As the company is the member of National Stock Exchange of India Limited in Capital, F & O segment and Currency derivatives segment and the Member of Bombay Stock Exchange Limited in Capital and F & O segment, and also has acquired Depository Participants stains with The Central Depository Services (India) Limited and its associate is the Member of Multi Commodity Exchange of India Limited and National Commodity & Derivatives Exchange Limited. Moreover, your company has also entered into the business of Merchant Banking. Your company has expanded its presence and the prospects of the company and its business looks robust.

PARTICULARS OF EMPLOYEES:

As there was no employee who is drawing remuneration of Rs.2,00,000/- per month or Rs. 24,00,000/- per annum. No particulars arc required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules 1975 as amended,

AUDITORS:

The Retiring Auditors of the company, SHAH & TALAT1 - Chartered Accountants are eligible for reappointment. The company has reedved a certificate to the effect that their appointment will be in accordance with section 224( 1B) of the Companies Act, 1956.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under Section 217(2AA)of the Companies Act, 1956. your Directors hereby confirm that,

a) In the preparation of these Annual Accounts, applicable Revised Schedule VI to the Companies Act 1956 and applicable accounting policies and standards have been followed,

b) These accounting policies are applied consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your company as on 31st March, 2014 and in the case of Profit and Loss Account, of the loss of the company for the year ended on that date.

c) Proper and sufficient cate has been taken, for the maintenanoe of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

d) These annual accounts have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance is made part of this report and a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report. Also a certification by the Whole-time director (CEO) confirming compliance by all the Board members & Senior Management Personnel with company''s code of conduct are made a part of the Annual Report and is annexed here with.

The basic objective of corporate governance is ensuring commitment of the Board of Directors in managing the company in a transparent manner for maximizing long term shareholder value. A detailed report on the status of implementation of the Corporate Governance is as under:

Report on Corporate Governance:

1. Company''s Philosophy on Code of Governance:

The basic philosophy of corporate governance in the company is to achieve business excellence and enhance shareholders value. Our employees are committed to offer efficient and courteous service, to promote excellence and improvement in the quality of service. We value our customers'' feedback. The Company also respects the inalienable rights of its investors and other stakeholders to information on the performance or the Company based on highest professional, ethical and financial reporting standards.

As per guidelines applicable, Board of Directors'' composition in terms of Interested Directors and independent Directors is in accordance with the listing requirement.

2. Board of Directors :

The Present strength of the Board of'' Directors is Seven (7), out of which Tour (4) are Independent Non-Executive Directors, The remaining Three (3) Directors comprises of One Executive Chairman and other two are Whole-time Director, The constitution of the Board confirms compliance in respect of appointing independent directors in terms of Clause 49 of the Listing Agreement,

During the financial year ended 31st March, 2014, Four (4) Board Meetings were held as per Statutory requirements on 30th May, 2013, 31Sl July, 2013, 31st October, 2013 and 31st January, 2014. The maximum time gap between any two meetings was not more than four months.

The composition of the Board of Directors, the attendance of each Director on Board Meetings & the Annual General Meeting (ACM) and also the number of other Board of Directors or Board Committees of which he is Member/Chairman, are as under:

Name of the Category Attendance Director Particular Board Last Meetings AGM

Dr. Jayantilal Whole Time 4 Yes H. shah Director/Chairman

Mr. Rashmikant Whole Time 4 Yes Acharya Director

Mr. Kalpesh J. Whole Time 4 Yes shah Director

Mr. Narendra R. Independent 4 Yes Shah Director

Mr. Chirag J. Independent 4 Yes Patel Director

Mr. Amal R. Independent 4 Yes Patel Director

Mr. Prakashchandra Independent 4 Yes G.Juthani Director



Name of the No. of other Directorships and Committee Director Memberships/Chairmanships

Other Committee Committee Directorships Memberships Chairmanships

Dr. Jayantilal 1 NIL NIL H. shah

Mr. Rashmikant 1 NIL NIL Acharya

Mr. Kalpesh J. 1 3 NIL shah

Mr. Narendra R. 1 NIL NIL shah

Mr. Chirag J. 1 NIL 3 Patel

Mr. Amal R. NIL 3 NIL Patel

Mr. Prakashchandra NIL NIL NIL G.Juthani

Notes:

(i) None of the above Directors is a member in more than 10 committees or acts as Chairman of more than 5 Companies across all Companies in which he is a Director.

(ii) Number of other Directorships held by the Directors, as mentioned above, do not include alternate directorships and directorships held in foreign companies, Section 25 companies and Indian private limited companies besides trustee/membership of managing Committees of various trusts and other bodies and are based on the latest declarations received from the Directors, The details of Committee Membership/ Chairmanship is in accordance with revised clause 49 of the Listing Agreements and reflects the Membership/ Chairmanship of the Audit Committee and Share holders/lnvestors'' Grievance Committee alone of all other Public Limited Companies.

The Company has a system to circulate and provide adequate information to the Board including as required under Annexure-IA of Clause 49 of the Listing Agreement(s) to enable the Board to take informed decisions. The compliance report of all laws applicable to the Company as prepared and complied by the Compliance Officer is circulated to all the Directors along with the Agenda and placed/reviewed in each Board Meeting.

The Board has laid down a Code of Conduct for all Board Members and Senior Management Personnel of the Company and the same has been posted on the website of the Company.

3. Remuneration Committee:

The Remuneration Committee constituted in pursuance of the provisions of the Listing Agreement and Schedule XIII to the Companies Act, 1956, consisting of two Non-executive Independent Directors and one Executive Director, Chaired by Mr. Chirag J. Patel, Mr. Amal R. Patel and Mr. Kalpesh J. Shah are members of the committee. The Remuneration Committee of the company is empowered to recommend/review the remuneration packages of Managing/Whole time directors including executive directors and the relatives of directors based on their performance and on review of their achievements.

The terms of reference of the Remuneration Committee are as per the guidelines of the Central Government/ Listing Agreement with Stock Exchange, The Committee met on 30th May, 2013 and on 31st October, 2013 during the year the Committee has suggested revising the remuneration of Dr. Jayandlal H. Shah, Mr. Rashmikant G Acharya, Mr. Kalpesh J. Shah, Smt. Neela J. Shah, Smt. Vaishali K. Shall, Smt. Bina R. Acharya and MS. Priyanka R. Acharya from 01.04.2014 subjected to the approval of the Board and Shareholders.

Board recommends that the current members of the committee are to be continued.

* Remuneration to the Directors :

At present, the Company does not have any policy for payment of remuneration to non-executive directors including non executive independent directors except by way of sitting fees. the details of remuneration paid to all the Directors for the financial year ended on 31st March, 2014, arc set out below:

Name of Director Sitting Fees Remuneration Total (RS.)

Dr.J.H.Shah Nil Nil Nil

Mr. Rashmi Acharya Nil Nil Nil

Mr. Kalpesh J. Shah Nil 573278/- 573278/-

Mr. Narendra R. Shah 4000/- Nil 4000/-

Mr. Amal R. Patel 12000/- Nil 12000/-

Mr. Chirag J. Patel 12000/- Nil 12000/-

Mr. Prakashchandra G.Juthani 4000/- Nil 4000/-

4. Audit Committee of the Board :

The Audit Committee of the Board was constituted oil 30-04-2007. Presently the Audit Committee comprises of three Directors chaired by an independent director Mr. Chirag J. Patel, Besides Executive Director Mr. Kaipesh J. Shah and an independent director Mr. Amal R. Patel are members of the committee.

The Audit Committee is a bridge between the Board of Directors and the company. The Committee held four meetings during the year on 30th May, 2013,3st July, 2013,31st October, 2013 and 31st January, 2014. All the members of the committee attended the aforesaid meetings.

The role and the terms of reference of the Audit Committee covers the areas mentioned under Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. These include: Overseeing the company''s financial reporting process and the disclosure of financial information: Review of annual and quarterly financial statements with the management before submission to the Board of Directors; Review of the Adequacy of internal control systems with the management, external and internal auditors and review of the company''s financial risk, and management policies; Verification of the securities under investment portfolio and ensuring sound functioning, compliance with various statutory laws; and Provide an open Avenue of communication between the Independent Auditor, Internal Auditor and the Board of Directors.

Board recommends that the current members of the committee are to be continued.

5. Investors/Shareholder Grievance Committee:

The committee constituted by the Board comprises of Mr. Chirag J. Patel, a non-executive independent director as Chairman, and Mr. Amal R. Patel, a non-executive independent director with Mr. Kalpesh J. Shah, an executive director, as its members.

The committee held Two (2) meetings during the year on 31st October. 2013 & 31st January, 2014. All the members of the committee attended the aforesaid meetings.

The committee looks into various matters relating to - Expeditious redressal of investor''s grievances; Transfer and transmission of shares; Issue of duplicate share certificates; Approval of split and consolidated requests; Review of shares dematcrialized; and All other matters related to shares.

During the year 2013-2014, all complaints received, have been redressed to the satisfaction of the complainants. There were no outstanding complaints as on the date of the Balance sheet. All valid requests for share transfers received during the year have been acted upon and there were no shares pending for transfer as on March 31, 2014.

Board recommends that the current members of the committee are to be continued.

6. General Body Meetings :

The location and time of the General Meetings held during the last three years is as follows:

AGM/ Date Venue Time No. of special EGM resolution passed

AGM 30/09/11 "Creative Castle", 70, 4.30 Nil Sampatrao Colony, p.m. Productivity Road, Vadodara - 390 007.

AGM 29/09/12 "Creative Castle", 70, 11.30 Nil Sampatrao Colony, a.m. Productivity Road, Vadodara - 390 007.

AGM 30/09/13 "Creative Castle", 11.30 Nil 70, Sampatrao Colony, a.m. Productivity Road, Vadodara - 390 007.

7. Notes on Directors seeking Appointment/Re-appointment:

The board of directors has proposed to appoint following directors, in accordance with the applicable laws, rules and regulations, in the Annual General Meeting:-

i. Mr. Narendra R. Shah - retiring by rotation - reappointment.

ii. Mrs. Neela Jayanlilal Shah, as a woman Director.

iii. Mr. Yatish Harkisondas Shah as a Director.

iv. Mrs. Bina Rashmikant Achaiya as an Alternate Director.

v. Mr Hemant Prabhakar Shah as an Independent Director.

vi. Dr, Jayantilal Harkisondas Shah, as a Whole Time Director.

vii. Mr. Rashmikant Gajendraprasad Achaiya, as a Whole Time Director.

viii. Mr. Kalpesh Jayantilal Shah, as a Whole Time Director.

8. Disclosures:

* There are no materially significant related party transactions entered into by the company with its Promoters, Director, or Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the company at large. The register of contracts containing the transactions in which the Directors are interested is placed before the Board regularly for its approval.

* Transactions with the related parties arc disclosed in Note 2.21 to the financial statements in the Annual report.

* The Company has generally complied with all the mandatory requirements as specified in the revised Clause 49 to the extent these apply and extend to the Company.

* In the preparation of the financial statements, the Company has followed the Accounting Standards issued by the ICAI. The significant accounting policies applied in preparation and presentation of financial statements has been set out in Note 1 forming part of the financial statements.

* The Company has laid down procedures to inform the Board Members about the risk assessment and minimization procedures covering the entire gamut of business operations of the Company and the same have been reviewed by the Board during the year.

* The designated Senior Management Personnel of the Company have disclosed to the Board that no material, financial and commercial transactions have been made during tire year under review in which they have personal interest, which may have apotential conflict with the interest of the Company at large.

* The CEO (Whole-time Director) has furnished a Certificate to the Board for the year ended 31st March, 2014 in compliance with the revised Clause 49 V of the Listing Agreement(s), as amended.

* During the last three years, there were no strictures of penalties imposed by either the Securities Exchange Board of India or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets. Except amount charged by the National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd, as a member in Capital and Derivative segment payable by dealer member and amount is insignificant when compared to the size of operation in the market.

9. Means of Communication:

* Half Yearly report sent to No each Mo household of Shareholders.

* Which newspaper normally Western Times (English & vernacular published in languages editions)

* Any website, where displayed. No - As required by SEBI and the listing agreement, the Company has been regularly filing the required financial and other Information on the Electronic Data Information Filing and Retrieval (EDIFAR) website www.sebiedifar.com maintained by SEBI/National Informatics Centre.

* Presentation made to Yes, Results as per Clause 41 of the Listing Agreement are sent Institutional Investors or the to the Stock Exchanges at Mumbai where shares of thenAnalyst. company listed.

* Whether the Management No Discussion and Analysis Report is part of the Annual report or not.

10. General Shareholder information :

* Annual General Meeting

AGM Date 30th September, 2014

Time 11.30 a.m.

Venu Regd, Office: "Creative Castle", 70, Sampatrao Colony, Opp. Masonic Hall, Off. Productivity Road, Vadodara - 390007

10. General Share holder information:

* Financial Calendar: (Tentative Schedule) (April 2014-2015)

a) Results for the Quarter On or before July 31, 2014 ended June 30, 2014

b) Results for the Quarter On or before October 31, 2014 ended September 30, 2014

c) Results for the Quarter On or beforeJanuary 31, 2015 ended December 31, 2014

d) Results for the Quarter On or before May 30, 2015 and year ended March 31, 2015

* Date of Book Closure From 24.09.2014 to 26.09.2014 (Both days indusive)

* Listing on Stock Exchange The Bombay Stock Exchange Ltd.

* Stock Code 526891

* Demat ISIN Number in NSDL and CDSL for Equity Shares INE 944C01017

* Registrars and Share Transfer Agents:

Dealing Office Reg. Office

Link Intime India Pvt Ltd Link In time India Pvt B-102 & 103, Shangrila Ltd C-13, Pannalal Silk Complex, Near Radhakrishna Mills Compound, L.B.S. Marg, Char Rasta, Akota, Bhandup (West), Mumbai 400 078 Vadodara - 390 020

* Share Transfer System :

Transfer of shares are processed by the share transfer agents and approved by the share transfer committee called as "Investors/Shareholders Grievance Committee", which meets at frequent intervals.

* Distribution and Shareholding Pattern as on March 31,2014 is as follows:

No. of Shareholders in the physical mode 4,67,554 9.35%

No. of Shareholders in the electronic mode 45,32,446 90.65%

Total 50,00,000 100.00%

* Shareholding Pattern as on March 31,2014 is as folows:

Category No. of Shares %

Director''s and their Relatives'' 35,79,592 70.66%

Companies in which the Directors are interested Nil Nil

Non-Resident Indians 87,389 1.75%

General Public 13,94,540 27.59%

Total 50,00,000 100.00%

* Dematerialization of shares 90.6489% of the paid up and liquidity : capital has been Dematerialized as on 31st March, 2014.

* Address for Correspondence : Market Creators Limited "CreativeCastle", 70, Sampatrao Colony, Opp. Masonic Hall Productivity Road, Vadodara-390007.

CONSERVATION ENERGY, TECHNOLOGIES ABSORPTION, FOREIGN EXCHANGE, EARNINGS AND OUTGO.

Prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption as per section 217(1)(C) of the Companies Act, 1956 read with the company''s (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is not provided, as same is not applicable to your company.

LISTING OF THE COMPANY''S SHARES:

The Equity shares of your company continue to be listed during the year under review at the Bombay Stock Exchange Limited. The company has paid the Annual listing fees for the financial year 2014-15. The company shares arc dematerialized for providing better services to the shareholders. Your company, looking into various guidelines issued by the Slock Exchange and consequent to amendments in listing norms, as part of good governance is complains to all the requirements.

ACKNOWLEDGEMENT:

The company''s relation with the staff remained cordial during the year. Your Directors expect that cordial relations with the employees will continue and will help in achieving the objectives of The company and place on record the appreciation for the dedicated services rendered by the executives, the staffs and other employees of the company.

Your Directors wish to place on record their appreciation for the timely support and co-operation received from the Government and Semi-government agencies and other associates, particularly SEBl, Office of the Registrar of the Companies, Financial Institutions, Bankers. Brokers, Officers & NSEIL, NSCCL, NSDL, BSE, CDSL, Professionals etc, who helped the company to meet with requirements from time to time.

By Order of the Board

S/d Place: Vadodara, Dr. J. H. Shah Date : 31st May, 2014 Chairman


Mar 31, 2010

The Directors present herewith their Eighteenth Annual Report on the affairs of the company together with the audited statement of accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS :

The working results of your company for the financial year under report are as under:

(Rs. in Lacs)

Current Year Previous Year Particulars (2009-2010) (2008-2009)

Total Income 615.54 518.44

Profit before interest, depreciation and taxation 117.15 73.72

Depreciation 29.67 27.57

Interest 62.71 75.41

Taxation 0.95 2.68

Balance of Profit 24.34 (31.95)

Add : Balance brought forward from the previous year 27.19 59.15

Less : Dividend including Tax NIL NIL

Balance carried forward 51.54 27.20

DIVIDEND :

In view of the current market scenario your Board do not recommend any dividend.

OPERATION / ACHIEVEMENTS / FUTURE PROSPECTS :

As you are aware that stock market both in India and abroad has been passing through great termoil. Your company inspite of all hik-ups has done well. As the company is the member of National Stock Exchange of India Limited in Capital and F & 0 segment and the Member of Bombay Stock Exchange Limited, and also has acquired Depository Participants status with The Central Depository Services (India) Limited and its associate is the Member of Multi Commodity Exchange of India Limited and National Commodity & Derivatives Exchange Limited. Moreover, your company has also entered into the business of Merchant Banking. Your company has expanded its presence and as on date of writing this report, the prospects of the company and its business looks robust.

PARTICULARS OF EMPLOYEES:

As there was no employee who is drawing remuneration of Rs.200,000/- per month or Rs. 24,00,000/- per annum. No particulars are required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules 1975 as amended.

AUDITORS:

The Retiring Auditors of the company, SHAH &.TALATI (Formerly known as Baxi, Desai &Shah Associates) - Chartered Accountants are eligible for reappointment. The company has received a certificate to the effect that their appointment will be in accordance with section 224(1B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that,

a) In the preparation of these Annual Accounts, applicable accounting policies and standards have been followed.

b) These accounting policies are applied consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your company as on 31st March, 2010 and in the case of Profit and Loss Account, of the profit of the company for the year ended on that date.

c) 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 your company and for preventing and detecting fraud and other irregularities.

d) These annual accounts have been prepared on a "going concern" basis.

CONSERVATION ENERGY, TECHNOLOGIES ABSORPTION, FOREIGN EXCHANGE, EARNINGS AND OUTGO.

Prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption as per section 217(1)(C) of the Companies Act, 1956 read with the companys (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is not provided, as same is not applicable to your company.

LISTING OF THE COMPANYS SHARES:

The Equity shares of your company continue to be listed during the year under review at the Bombay Stock Exchange Limited. The company has paid the Annual listing fees for the financial year 2009-10 and 2010-11. The company shares are dematerialized for providing better services to the shareholders. Your company, looking into various guidelines issued by the Stock Exchange and consequent to amendments in listing norms, as part of good governance is complain to all the requirements.

ACKNOWLEDGEMENT:

The companys relation with the staff remained cordial during the year. Your Directors expect that cordial relations with the employees will continue and will help in achieving the objectives of the company and place on record the appreciation for the dedicated services rendered by the executives, the staffs and other employees of the company.

Your Directors wish to place on record their appreciation for the timely support and co-operation received from the Government and Semi-government agencies and other associates, particularly SEBI, Office of the Registrar of the Companies, Financial Institutions, Bankers, Brokers, Officers & NSEIL, NSCCL, NSDL, BSE, CDSL, Professionals etc. who helped the company to meet with requirements from time to time.



For Market Creators Limited

S/d.

Place : Vadodara Kalpesh J. Shah

Date : 31st July, 2010. Whole time Director (CEO)







 
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