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Directors Report of Profin Capital Services Ltd.

Mar 31, 2014

Dear Members,

The directors present the 23rd Annual report with audited accounts for the year ended 31 st March 2014. Business operations The Company has approval from RBI to conduct the business of non-banking financial company. The Directors are considering various business activities as NBFC within the scope of RBI directions as applicable to the Company.

Financial Results

(Rupees in lacs)

Details Financial year Financial year ended 31st ended 31st March 2014 March 2013

Gross Income 42.37 22.96

Profit/(loss) for the year 2.52 (0.16)

Profit/(loss)brought forward (289.99) (289.15) from previous year

Profit/(loss) carried forward (287.47) (289.99)

Dividend

In view of accumulated losses, the Directors do not recommend any dividend for the financial year ended 31 st March 2014.

Increase in authorized capital and issue of warrants

The members of the Company at the extra ordinary general meeting held on 7th April 2014 approved the increase in authorized capital of the Company from Rs. 6,00,00,000 to Rs. 8,50,00,000 comprising of 85,00,000 equity shares of Rs. 10 each. The members also approved the consolidation of the face value of Rs.1 per share into Rs. 10 per share.

Pursuant to the special resolution passed at the egm held on 7th April 2014, the directors issued 20,00,000 warrants to a few individuals who are non promoters. These warrants are convertible into equity shares as per SEBI regulations. The warrant holders have paid upfront amount of 25% of the price of shares as per SEBI regulations. These transactions will be given effect to in the financial statement for the year ending 31 st March 2015.The moneys raised by issue of warrants and shares would be utilized for Company''s business.

Directors

Shri Sandesh Madhukar Sawant has resigned as director. The directors on place on record its appreciation of the services rendered by Shri Sawant. The Board has appointed Shri Anant Haridas Palan in the casual vacancy. Had Shri Sawant continued, he would have retired by rotation at the ensuing annual general meeting. As per provisions of the Companies Act 2013, Shri Anant Haridas Palan retires by rotation. The Company has received a notice proposing the candidature of Shri Palan with requisite deposit.

Shri Abhay Narain Gupta retires by rotation at the ensuing annual general meeting and being eligible offers himself for re appointment.

Auditors

Members are requested to appoint auditors and fix their remuneration. The present auditors M/s. Mahesh Tejwani, Chartered Accountants are eligible for re appointment. They have furnished the certificate of eligibility under section 224 (1B) of the Companies Act 1956.

Public Deposits

The Company has neither invited nor accepted any deposits form the public within the meaning of sections 58A, 58AA of the Companies Act 1956 read with the Companies (Acceptance of Deposit)Rules 1975 during the year under review.

Particulars of Employees

During the year under review, as no employee was in receipt of remuneration in excess of the limits stipulated under section 217(2A) of the Companies Act 1956 and the relevant rules, the required details are not given. Directors'' Responsibility statement Pursuant to section 217 (2AA) of the Companies Act 1956, the directors hereby confirm that:

1 In preparation of the balance sheet and the profit and loss account of the Company, the applicable accounting standards have been followed along with proper explanation relating to material departure

2 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 as the end of the financial year and of the loss of the Company for that period

3 The Directors have taken proper and sufficient care for the maintenance of accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4 The Directors prepared the accounts for the year ended 31 st March 2014 on a going concern basis. Report on Corporate Governance

Pursuant to clause 49 of the listing agreement with the stock exchanges, a separate section under Corporate Governance has been included in this report along with required certificate of compliance.

Management Discussion and Analysis Report forms part of the Corporate Governance Report.

Listing

The Company''s shares continue to be listed in the Bombay, Delhi and Calcutta stock exchanges. The Company has paid the listing fees for the financial year ended 2014-15.

Conservation of energy

Considering the nature of business undertaken by the Company, the particulars under section 217 (1)(e) of the Companies Act 1956 in respect of energy conservation and technology absorption are not given.

Foreign exchange earning and outgo

There was no foreign exchange earning and outgo during the financial year under review Acknowledgements Your directors wish to express their appreciation for the assistance and cooperation received from the shareholders, banks and customers during the year under review.

By order of the Board

Mumbai 30th May 2014 Managing Director


Mar 31, 2013

The Members of Pro Fin Capital Services Limited

The directors present the 22nd Annual report with audited accounts for the year ended 31 st March 2013. Business operations

The Company has approval from RBI to conduct the business of non-banking financial company. The Directors are considering various business activities as NBFC within the scope of RBI directions as applicable to the Company.

As reported in the last report, the Company has obtained certificate of registration from SEBI for Trading Member of NSE and BSE. The Company has also obtained certificate of registration from SEBI as a Stock Broker.

Change of registered office from New Delhi to Mumbai

The Company has completed all formalities for shifting its registered office from New Delhi to Mumbai. Hence the annual general meeting is being held in Mumbai.

Financial Results

(Rupees in lacs)

Details Financial year ended 31st Financial year ended 31st March 2013 March 2012

Gross Income 22.96 5.24

Profit/(loss) for the year 0.16 (8.67)

Profit/(loss)brought forward from previous year (289.15) (280.48)

Profit/(loss) carried forward (288.99) (289.15)

Dividend

In view of accumulated losses, the Directors do not recommend any dividend for the financial year ended 31 st March 2013

Directors

Shri Ashish Nandkishore Taparia has resigned as director. The directors place on record its appreciation of the services rendered by Shri Taparia during his tenure.

The Board has appointed Shri Neeraj Kumar Arora as additional director. As addidtional director, he holds office upto the date of the ensuing annual general meeting. The Company has received notice with requisite fee from a member proposing the candidature of Shri Neeraj Kumar Arora as director at the forthcoming annual general meeting.

Shri Abhay Narain Gupta retires by rotation at the ensuing annual general meeting and being eligible offers himself for re appointment.

Conversion of warrants into shares

During the year under report, the Company allotted and issued 7,00,000 equity shares of Rs. 10 each at a premium of Rs. 12.43 per share (Total price Rs. 22.43 per share) to those warrant holders who converted the warrants into equity shares after paying the balance 75% amount of application money.

Auditors

Members are requested to appoint auditors and fix their remuneration. The present auditors M/s. Mahesh Tejwani, chartered Accountants are eligible for re appointment. They have furnished the certificate of eligibility under section 224 (1B) of the Companies Act 1956.

Auditor''s observation

With reference to the observation in para 3 of the auditors report, it is clarified that Note No. 14(9) provides adequate explanation and clarification. It is therefore, not dealt with in the Report.

Public Deposits

The Company has neither invited nor accepted any deposits form the public within the meaning of sections 58A, 58AA of the Companies Act 1956 read with the Companies (Acceptance of Deposit)Rules 1975 during the year under review.

Particulars of Employees

During the year under review, as no employee was in receipt of remuneration in excess of the limits stipulated under section 217(2A) of the Companies Act 1956 and the relevant rules, the required details are not given. Directors'' Responsibility statement

Pursuant to section 217 (2AA) of the Companies Act 1956, the directors hereby confirm that:

1 In preparation of the balance sheet and the profit and loss account of the Company ,the applicable accounting standards have been followed along with proper explanation relating to material departure

2 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 and of the profit of the Company for that period

3 The Directors have taken properand sufficient care forthe maintenance of accounting records in accordance with the provisions of the Companies Act 1956forsafeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4 The Directors prepared the accounts for the year ended 31st March 2013 on a going concern basis. Report on Corporate Governance

Pursuant to clause49 of the listing agreement with the stock exchanges, a separate section under Corporate Governance has been included in this report along with required certificate of compliance.

Management Discussion and Analysis Report forms part of the Corporate Governance Report.

Listing

The Company''s shares continue to be listed in the Bombay, Delhi and Calcutta stock exchanges. The Company has paid the listing fees for the financial year ended 2012-13.

Conservation of energy

Considering the nature of business undertaken by the Company, the particulars under section 217 (1 )(e) of the Companies Act 1956 in respect of energy conservation and technology absorption are not given. Foreign exchange earning and outgo

There was no foreign exchange earning and outgo during the financial year under review

Acknowledgements

Your directors wish to express their appreciation for the assistance and cooperation received from the shareholders, banks and customers during the year under review.

By order of the Board

Mumbai

30th May 2013 Managing Director


Mar 31, 2010

The Directors hereby present the 19th Annual Report together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Current year Previous year 31.03.2010 31.03.2009

Gross Income 31.53 3.56

Profit(Loss) for the year (12.38) (26.39)

Profit / (Loss) brought forward from previous year (213.19) (186.80)

Profit / (Loss) carried to next year (225.57) (213.19)

During the year under review your company has suffered loss of Rs.12.38 lacs as compared to loss of Rs.26.39 lacs during the previous year.

The company continues to rely on its own proprietary investment and trading in securities. The company is now in the process of exploring new business opportunities.

DIVIDEND:

In view of accumulated carry forward losses of the company, your Directors do not recommend any dividend for the year under review

DIRECTORS

In accordance, with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. R. K. Aggarwal and Mrs. Manju Dhaliwal retire by rotation at the forthcoming Annual General Meeting, being eligible offer themselves for reappointment.

AUDITORS

M/s GSA & Associates, Chartered Accountants, Delhi, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s GSA & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1 -B) of the Companies Act, 1956. The Board of Directors recommends the appointment of M/s GSA & Associates, Chartered Accountants as Auditors of the Company.

AUDITORS REPORT

The Auditors reports are self-explanatory and do not require any comments from the Board of Directors.

PARTICULARS OF EMPLOYEES

During the year under review no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Hence information required under section 217 (2A) of the Companies Act, 1956 is not given.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits from the public, within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

COMPLIANCE CERTIFICATE

Your company has obtained a Compliance Certificate from M/s DMK Associates, Company Secretaries, New Delhi pursuant to section 383A of the Companies Act, 1956. Copy of the Compliance Certificate is annexed with Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

a) That in preparation of the Balance sheet and the Profit and Loss account of the Company, the applicable accounting standards have been followed along with the proper explanation relating to material departures:

b) 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 and of the profit / loss of the Company for that period:

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

d) That the Directors had prepared the accounts for the year ended 31st March, 2010 on a "going concern" basis.

REPORT ON CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report along with the required certificate on its compliance.

Management Discussion and Analysis Report forms a part of the Corporate Governance Report.

LISTING

The Equity Shares of the Company are presently listed on the Bombay, Delhi and Calcutta Stock Exchanges. The Delhi Stock Exchange is reviving its operations shortly. It has revoked the suspension of the companies equity shares listed on the Exchange w.e.f. 25.04.2009. The Bombay Stock Exchange has also revoked the suspension & granted permission for trading of its shares with effect from 25.03.2010 The company has complied with all the statutory compliances with all the stock exchanges.

CONSERVATION OF ENERGY:

The particulars as required under section 217 (1) (e) of the Companies Act, 1956 in respect of the conservation of energy and technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earning and outgo during the financial year under review.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from the shareholders, banks and customers during the year under review.

For and on behalf of the Board of Directors

Place: Guraaon RAJAN SEHGAL ANITA SEHGAL

Date : 24.07.2010 MANAGING DIRECTOR JT. MANAGING DIRECTOR


Mar 31, 2003

The Directors hereby present the 12th Annual Report together with Audited Accounts for the year ended 31st March, 2003

FINANCIAL RESULTS:

Financial results of the Company for the year under review are summarized below :

(Rupees in Lakhs)

Current year Previous year 31.3.2003 31.3.2002

Gross Income 6.86 11.98

loss for the year 6.94 19.99

Loss brought forward from prev. year 221.55 201.56

Loss carried to next year 228.49 221.55

The operations during the financial year under review have been marginal. The Company did not carry out any broking operations at NSE on account of liquidity constraints. During the year the company focused only on the recovery of their bad debts and cleared all the dues of NSE. The company has re-started its operations and is hopeful of better performance in the current year on account of the improvement in the capital market. This has improved the valuation of inventory and investments held by the company.

DIVIDEND:

Since during the year under review, your company could not achieve the profits, your directors have not recommended any dividend for the current financial year.

FIXED DEPOSITS:

The Company has neither invited nor accepted any fixed deposits during the year.

DIRECTORS:

Mrs. Anita Sehgal, Director of the company is due for retirement by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

During the year two new Directors Mrs. Manju Dhaliwal & Mr. R.K. Aggarwal have been appointed

as Additional Director.

The Board of Directors appointed Mr. Rajan Sehgal as Managing Director of the Company w.e.f. 19/7/ 2003 in the Board Meeting held on 19.7.2003. This requires approval of the shareholders and the requisite resolution for the same has been included in the agenda for the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Sec. 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

a) That in preparation of the Balance sheet and the Profit and Loss account of the Company, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) 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 and of the profit/Loss of the Company for that period;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d) That the Directors had prepared the accounts for the year ended 31st March, 2003 on a "going concern" basis.

CORPORATE GOVERNANCE:

In compliance with the requirement of the Companies Act and Listing Agreement, a Management Discussion & Analysis Report and our report on Corporate Governance and Company Secretary Certificate regarding compliance of conditions of Corporate Governance are attached and made part of this report and are annexed hereto.

LISTING ON STOCK EXCHANGES:

The shares of your company are listed on Mumbai, Delhi and Kolkata Stock Exchanges.

DELISTING ON STOCK EXCHANGES :

The Companys Equity shares are presently listed on the Delhi Stock Exchange Association Ltd. The Stock Exchange Mumbai and Kolkata Stock Exchange. There has been no trading in the scip of the company, therefore in order to reduce the cost, the company desire to delist the shares in Delhi & Kolkata Stock Exchanges

SEBI has brought out revised Guidelines in Feb. 2003 regarding voluntary delisting of shares. According to the revised Guidelines, your Company may delist from anyone or more Stock Exchanges where the Companys equity shares are listed, provided the Companys Equity shares are listed on either the Stock Exchange, Mumbai or the National Stock Exchange of India Ltd. Trading volumes on all these stock exchanges have been Nil or very negligible.

The Board be and is hereby authorised Mrs. Anita Sehgal Director to do all such acts, deeds, matters and things as may be considered necessary, usual or expedient to give effect to the above resolution.

AUDITORS:

M/s Surendar K. Jain & Co., Chartered Accountants, Auditors of the Company, are liable for retirement at the ensuing Annual General Meeting and being eligible offered themselves for re-appointment.

AUDITORS REPORT:

The Auditors Report read together with the Notes to Accounts is self explanatory and do not call for any further explanations under Sec. 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

No employee is covered under section 217(2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules, 1975. as amended

STATUTORY STATEMENTS:

The Statement pursuant to Sec. 217(1) of the Companies Act, 1956 read with companies (Disclosures of particular in the Report of Board of Directors) Rules 1988 and pursuant to section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975 is not applicable as the company does not have any employee drawing remuneration exceeding the sum prescribed therein

CONSERVATION OF ENERGY :

Your company being in the business and financial services, has not consumed energy of any significant level and accordingly no comment are necessary in respect of energy conservation and reduction of energy consumption.

TECHNOLOGY ABSORPTION:

No comment is necessary considering the nature of activities undertaken by your company during the year under review.

FOREIGN EXCHANGE INCOME/OUTFLOW:

There has been no Foreign Exchange Income/outflow during the year under review

COMPANY SECRETARY:

Efforts have been made to employ a full time Company Secretary, however, suitable person could not be found.

ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and cooperation received from the share holders, banks and customers during the year under review.

For and on behalf of the Board of Directors

(Rajan Sehgal) (Anita Sehgal) Managing Director Director

New Delhi 29th Aug., 2003

 
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