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Directors Report of Morarka Finance Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present their report to the members together with the audited financial statements of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

[IN RUPEES]

For the year For the year Ended Ended 31/03/2014 31/03/2013

Profit / (Loss) before tax (2,323,717) (1,837,992)

Less : Provision for taxation for the year - -

Provision for taxation earlier year - (110)

Deferred Tax (209,100) (383,994)

Fringe Benefit Tax - -

Profit / (loss) after tax (2,114,617) (1,453,888)

Add : Balance b/f from previous years 3,91,48,048 4,06,01,936

Amount available for Appropriation 3,70,33,431 3,91,48,048 Appropriations:

Proposed Dividend :

- On Equity Shares - -

Additional Dividend Tax - -

Balance Carried over to next year 3,70,33,431 3,91,48,048

3,70,33,431 3,91,48,048

2. DIVIDEND:

Your directors have not recommended any dividends in view of losses incurred by the company during the year.

3. DIRECTORS:

Pursuant to Article 146 of the Articles of Association of the company, Ms. Priyanka Morarka, Directors retire by rotation and being eligible offer themselves for re-appointment. All other independent directors viz Shri B. J. Maheshwari, Shri Vijay S. Banka & Shri Sudhir H. Nevatia are proposed to be appointed for the period of five years, necessary request along with requisite deposit in terms of Section 160 of the Companies Act, 2013. The company has received declarations from all the independent directors of the company confirming the fact that they meet the criteria of independence mentioned under section 149(6) of the Companies Act, 2013 read with clause 49 of the listing agreement.

4. STATEMENT OF DIRECTOR’S RESPONSIBILITIES:

The Directors are responsible for the preparation of financial statements which comply with the Companies Act, 1956. In preparing those financial statements, the directors have:-

(a) Selected suitable accounting policies and then applied them consistently.

(b) Made judgments and estimates those are reasonable and prudent.

(c) Stated whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements and

(d) Prepared the financial statements on the going concern basis.

(e) They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

5. CORPORATE GOVERNANCE:

Your company is committed to adhere to appropriate standards for good Corporate Governance. Towards this end and in line with the Guidelines recommended by SEBI Committee on Corporate Governance, adequate steps have been taken to ensure that all provisions of the Clause 49 of the Listing Agreement are duly complied with.

A report on the Corporate Governance along with a Certificate from the Statutory Auditors of the Company on the Compliance of the provisions of the Corporate Governance along with the Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement are annexed to this report.

6. formation of various committees:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and form part of this report.

7. EMPLOYEES:

The company does not have any employee drawing remuneration equivalent to or more than the limit prescribed in terms of provisions of section 217(2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Since your Company is engaged in the activities of dealing in shares, advancing of money, etc, the Board of Directors is advised that the requirements of disclosure for conservation of energy and technology absorption are not applicable to the Company.

There are no foreign exchange transaction during the year.

9. APPOINTMENT OF KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the requirements of section 203 of the Companies Act, 2013, Shri Pranay G. Morarka is appointed as a KMP of the company and designated as Chief Executive Officer and Vice President.

10. AUDITORS:

M/s. D.P. Agarwal & Co., Chartered Accountants retire at this Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment if made, would be within the limits prescribed under the Companies Act, 2013. The Audit Committee and the Board of Directors recommend re- appointment of M/s. D.P. Agarwal & Co., Chartered Accountants as statutory auditors of the Company for the Year 2014-2015.

Notes forming part of accounts are self explanatory and therefore do not call for any further comments.

11. DEPOSITS:

The Company did not accept or renew any deposits during the year.

12. LISTING OF SHARES:

Your Company is listed on the Bombay Stock Exchange. The Listing fees for the financial years 2013-14 & 2014-15 are paid to the Stock Exchange within the prescribed time limits.

13. CORPORATE SOCIAL RESPONSIBILITY:

The company is not falling in the purview of criteria specified in section 135(1) of the Companies Act, 2013 and hence the requirements pertaining to section 135 of the Companies Act, 2013 is not applicable to the company.

14. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from employees and overwhelming support extended by the shareholders.

By order of the Board FOR MORARKA FINANCE LIMITED

G. R. MORARKA CHAIRMAN

B. J. MAHESHWARI DIRECTOR PLACE : Mumbai DATED : 30th May, 2014


Mar 31, 2013

To The Shareholders of MORARKA FINANCE LIMITED

The Directors are pleased to present their report to the members together with the audited financial statements of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

[IN RUPEES] For the year For the year ended 31/03/2013 ended 31/03/2012

Profit / (Loss) before tax (1,837,992) (1,516,405)

Less : Provision for taxation for the year

Provision for taxation earlier year (110) (49037)

Deferred Tax (383,994) (464,143)

Fringe Benefit Tax

Profit / (loss) after tax (1,453,888) (1,003,225)

Add : Balance b/f from previous years 4,06,01,936 4,16,05,161

Amount available for Appropriation 3,91,48,048 4,06,01,936

Appropriations: Proposed Dividend :

- On Equity Shares --

Additional Dividend Tax

Balance Carried over to next year 3,91,48,048 4,06,01,936

3,91,48,048 4,06,01,936

2. DIVIDEND:

Your directors have not recommended any dividends in view of losses incurred by the company during the year.

3. DIRECTORS:

Pursuant to Article 146 of the Articles of Association of the company, Shri G.R.Morarka, & Shri S.H.Nevatia, Directors retire by rotation and being eligible offer themselves for re-appointment.

4. STATEMENT OF DIRECTOR’S RESPONSIBILITIES:

The Directors are responsible for the preparation of financial statements which comply with the Companies Act, 1956. In preparing those financial statements, the directors have:- (a) Selected suitable accounting policies and then applied them consistently.

(b) Made judgments and estimates those are reasonable and prudent.

(c) Stated whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements and

(d) Prepared the financial statements on the going concern basis.

(e) They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

5. CORPORATE GOVERNANCE:

Your company is committed to adhere to appropriate standards for good Corporate Governance. Towards this end and in line with the Guidelines recommended by SEBI Committee on Corporate Governance, adequate steps have been taken to ensure that all provisions of the Clause 49 of the Listing Agreement are duly complied with.

A report on the Corporate Governance along with a Certificate from the Statutory Auditors of the Company on the Compliance of the provisions of the Corporate Governance along with the Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement are annexed to this report.

6. FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and form part of this report.

7. EMPLOYEES:

The company does not have any employee drawing remuneration equivalent to or more than the limit prescribed in terms of provisions of section 217(2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Since your Company is engaged in the activities of dealing in shares, advancing of money, etc, the Board of Directors is advised that the requirements of disclosure for conservation of energy and technology absorption are not applicable to the Company. There are no foreign exchange transactions during the year.

9. AUDITORS:

M/s. D.P. Agarwal & Co., Chartered Accountants retire at this Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors recommend re-appointment of M/s. D.P. Agarwal & Co., Chartered Accountants as statutory auditors of the Company for the Year 2013-2014.

Notes forming part of accounts are self explanatory and therefore do not call for any further comments.

10. DEPOSITS:

The Company did not accept or renew any deposits during the year.

11. LISTING OF SHARES:

Your Company is listed on the Bombay Stock Exchange. The Listing fees for the financial years 2012-13 & 2013-14 are paid to the Stock Exchange within the prescribed time limits.

12. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from Employees and overwhelming support extended by the shareholders.

By order of the Board

For MORARKA FINANCE LIMITED

G. R. MORARKA Chairman

B. J. MAHESHWARI Director

Place : Mumbai

Dated : 30th May, 2013


Mar 31, 2012

The Directors are pleased to present their report to the members together with the audited financial statements of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

(IN RUPEES)

For the year For the year Ended 31/03/2012 Ended 31/03/2011

Profit/(Loss) before tax (1,516,405) 4,052,540

Less : Provision for taxation for the year - -

Provision for taxation earlier year - -

Deferred Tax (464,173) (1,57,372)

Fringe Benefit Tax - -

Profit/(loss) after tax (1,003,225) 4,209,912

Add : Balance b/f from previous years 4,16,05,161 3,73,95,249

Amount available for Appropriation 4,06,01,936 4,16,05,161

Appropriations:

Proposed Dividend :

- On Equity Shares - -

Additional Dividend Tax - -

Transfer to General Reserves - -

Balance Carried over to next year 4,06,01,936 4,16,05,161

4,06,01,936 4,16,05,161

2. DIVIDEND:

Your directors have not recommended any dividends in view of losses incurred by the company.

3. DIRECTORS:

Pursuant to Article 146 of the Articles of Association of the company, Ms Priyanka G. Morarka, & Shri B. J. Maheshwari, Directors retire by rotation and being eligible offer themselves for re-appointment.

Shri Vijay S. Banka has been inducted as an Additional Director on the Board during the year. Notice u/s 257 of the Companies Act, 1956 together with requisite deposit, proposing his candidature as a Director of the company is received signifying his intention to propose their candidature for the appointment of Director of the company.

4. Statement of Director's Responsibilities:

The Directors are responsible for the preparation of financial statements which comply with the Companies Act, 1956. In preparing those financial statements, the directors have:-

(a) Selected suitable accounting policies and then applied them consistently.

(b) Made judgments and estimates those are reasonable and prudent.

(c) Stated whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements and

(d) Prepared the financial statements on the going concern basis.

(e) They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

5. CORPORATE GOVERNANCE:

Your company is committed to adhere to appropriate standards for good Corporate Governance. Towards this end and in line with the Guidelines recommended by SEBI Committee on Corporate Governance, adequate steps have been taken to ensure that all provisions of the Clause 49 of the Listing Agreement are duly complied with.

A report on the Corporate Governance along with a Certificate from the Statutory Auditors of the Company on the Compliance of the provisions of the Corporate Governance along with the Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement are annexed to this report.

6. FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and form part of this report.

7. EMPLOYEES:

The company does not have any employee drawing remuneration equivalent to or more than the limit prescribed in terms of provisions of section 217(2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Since your Company is engaged in the activities of dealing in shares, advancing of money, etc, the Board of Directors is advised that the requirements of disclosure for conservation of energy and technology absorption are not applicable to the Company. There are no foreign exchange transactions during the year.

9. AUDITORS:

M/s. D.P. Agarwal & Co., Chartered Accountants retire at this Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors recommend re-appointment of M/s. D.P. Agarwal & Co., Chartered Accountants as statutory auditors of the Company for the Year 2012-2013.

Notes forming part of accounts are self explanatory and therefore do not call for any further comments.

10. DEPOSITS:

The Company did not accept or renew any deposits during the year.

11. LISTING OF SHARES:

Your Company is listed on the Bombay Stock Exchange. The Listing fees for the financial years 2011-12 & 2012-13 are paid to the Stock Exchange within the prescribed time limits.

12. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from Employees and overwhelming support extended by the shareholders.

By order of the Board For MORARKA FINANCE LIMITED

G. R. MORARKA Chairman

B. J. MAHESHWARI Director

PLACE : New Delhi DATED : 30th May, 2012


Mar 31, 2010

The Directors take pleasure in presenting their twenty-ffth Annual Report together with Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS:

[IN RUPEES]

For the year For the year

Ended 31/03/2010 Ended 31/03/2009

Proft / (Loss) before tax 24,77,255 381,069

less: Provision for taxation for the year - - Provision for taxation earlier year (88,080) -

Deferred Tax (2,48,342) (4,61,023)

Fringe Beneft Tax 974 3,156

Proft / (loss) after tax 28,12,703 838,936

Add: Balance b/f from previous years 3,45,82,546 3,37,43,610

Amount available for Appropriation 3,73,95,249 3,45,82,546

Appropriations:

Balance Carried over to next year 3,73,95,249 3,45,82,546

3,73,95,249 3,45,82,546

2. DIVIDEND:

Considering the overall performance of the Company & the fact that proft in the current year is not huge, it is proposed to skip the dividend & utilize the profts for ploughing back in the company.

3. DIRECTORS:

Ms.Priyanka G.Morarka, & Shri B.J.Maheshwari, Directors retire by rotation and being eligible, offer themselves for re- appointment.

4. STATEMENT OF DIRECTORS RESPONSIBILITIES:

The Directors are responsible for the preparation of fnancial statements which comply with the Companies Act, 1956. In preparing those fnancial statements, the directors have:-

(a) Selected suitable accounting policies and then applied them consistently.

(b) Made judgments and estimates those are reasonable and prudent.

(c) Stated whether applicable accounting standards have been followed,subject to any material departures disclosed and explained in the fnancial statements and

(d) Prepared the fnancial statements on the going concern basis. (e) They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

5. CORPORATE GOVERNANCE:

Your company is committed to adhere to appropriate standards for good Corporate Governance. Towards this end and in line with the Guidelines recommended by SEBI Committee on Corporate Governance, adequate steps have been taken to ensure that all provisions of the Clause 49 of the listing Agreement are duly complied with.

A report on the Corporate Governance along with a Certifcate from the Statutory Auditors of the Company on the Compliance of the provisions of the Corporate Governance along with the Management Discussion and Analysis Report as stipulated under clause 49 of the listing Agreement are annexed to this report.

6. FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and form part of this report.

7. EMPLOYEES:

The company does not have any employee drawing remuneration equivalent to or more than the limit prescribed in terms of provisions of section 217(2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGy, TECHNOLOGy ABSORpTION AND FOREIGN EXCHANGE AND OUT GO:

Since your Company is engaged in the activities of dealing in shares, advancing of money, etc, the Board of Directors is advised that the requirements of disclosure for conservation of energy and technology absorption are not applicable to the Company. There are no foreign exchange transactions during the year.

9. AUDITORS:

M/s. DP. Agarwal & Co., Chartered Accountants retire at this Annual General Meeting and have confrmed their eligibility and willingness to accept offce, if re-appointed. They have given a certifcate to the effect that the re-appointment if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors recommend re-appointment of M/s. DP. Agarwal & Co., Chartered Accountants as statutory auditors of the Company for the Year 2010-2011.

Notes forming part of accounts are self explanatory and therefore do not call for any further comments.

10. DEPOSITS:

The Company did not accept or renew any deposits during the year.

11. LISTING OF SHARES:

Your Company is listed on the Bombay Stock Exchange. The Listing fees forthe fnancial years 2009-10 & 2010-11 are paid to the Stock Exchange within the prescribed time limits.

12. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from Employees and overwhelming support extended by the shareholders.



By order of the Board

FOR MORARKA FINANCE LIMITED



G. R. MORARKA

CHAIRMAN



B. J. MAHESHWARI

DIRECTOR

PLACE: New Delhi

DATED: 28th May, 2010

 
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