Mar 31, 2015
Dear members,
The Directors submit annual report of Regent Enterprises Limited
(formerly known as Spine Traders Limited) along with the audited
financial statements for the financial year ended March 31,2015.
1. Financial Result (Amount in Rs.)
Sr Particulars Year Ended Year Ended
No March 31, March 31,
22015 22014
Revenue from
I operations 28,262,231 -
II Other Income 293,169 -
Total Revenue (I
III II) 28,555,400 -
IV Expenses:
Cost of materials
consumed - -
Purchase of Stock-
in-Trade 27,565,834
Changes in
inventories of
finished goods,
work-in-progress
and Stock-in-Trade 0 0
Employee Benefit
Expense 120,000 -
Financial Costs 5,191 670
Depreciation
and Amortization
Expense 1,127,080 1,307,438
Other Expenses 464,574 208,134
Total Expenses
(IV) 29,282,679 1,516,242
Profit before tax
V (III - IV) (727,280) (1,516,242)
VI Tax expense:
(1) Current tax
(2) Deferred tax - 212,553
Profit(Loss) after
VII Tax (V-VI) (727,280) (1,728,795)
2. Dividend
Based on the Company's performance, the directors place on record their
deep sense of concern that due to loss incurred director unable to
declare any dividend to its shareholders.
3. Company's Performance
Revenue from operation for the financial year 2014-15 was Rs.
28,262,231. Earnings before interest, tax and depreciation was amounted
to (Rs. 727,280). Profit After Tax (PAT) for the year was (RS. 727,280).
4. Fixed Deposit
Company has not accepted any deposits from the open public and members
as per the prohibition under section 73 of the Companies Act, 2013
5. Transfer to Reserve
The Company does not transfer any amount to the reserve during the year
under review.
6. Material changes and commitment, if any, affecting the financial
position of the Company occurred between the end of financial year to
which this financial statements relate and the date of the report
No material changes and commitments affecting position of the Company
occurred during the financial year to which this financial statement
relates on the date of the report.
7. Change in Nature of Business, If any
The Board of Directors of company decided to diversify its business in
the field of purchase, sell, import, export, process and otherwise sell
on commission basis raw materials and finished products of edible and
non-edible oils, solvents, oil cakes, de-oiled cakes etc., consumables
and non consumable products and other related activities so all
necessary approvals have been taken and amendments have been made in
object clause of Memorandum of Association of the Company. The name of
the Company is also changed from Spine Traders Limited to Regent
Enterprises Limited through postal ballot and e-voting and approval of
Registrar of Companies, NCT of Delhi & Haryana is received on 22nd June,
2015.
8. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operation in Future
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
company and its future operations.
9. Details of Subsidiary/Joint Ventures/ Associates Companies
Company has no subsidiary/Joint Ventures/ Associates Companies.
10. The state of the Company's Affairs
i) Further Issue of Capital
There is no change in the authorised, issued and paid-up capital of the
company during the financial year 2014-15.
ii) Change in accounting year
There is no change in the accounting year.
iii) Manpower training and executive development programs
There were no such activities taken place during the year 2014-15.
11. Auditor and Auditors' Report
M/s. Y. D. & Co., Chartered Accountants, holds office until the
conclusion of ensuing Annual General Meeting (AGM) and has expressed
their unwillingness to be reappointed as the Statutory Auditors of the
Company.
Further, your Company has received a written consent and a certificate
from M/s Rajan K. Gupta & Co., Chartered Accountants (Registration No.
005945C) to the effect that their appointment, if made, would satisfy
the criteria provided in sections 139 and 141 of the Companies Act, 2013
read with Companies (Audit & Auditors) Rules 2014.
Hence, the Board hereby recommends the appointment of M/s Rajan K. Gupta
& Co., Chartered Accountants (Registration No. 005945C) as Statutory
Auditors of the Company from the conclusion of this Annual General
Meeting until the conclusion of the next Annual General Meeting to
be held in the year 2016.
12. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
* in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
* 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 that period;
* they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
*they have prepared the annual accounts on a going concern basis;
*they have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating
effectively;
* they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
13. Directors and Key Managerial Personnel
Mr. Pargat Singh and Mr. Harleen Singh Kathuria director of the company
stepped down from the Board of the Company on February 10 and February
20, 2015 respectively due to resignation under section 168 of the
Companies Act, 2013. They were associated with the company for around
2 years as director of the company. Under their leadership Spine Traders
transformed to modern day company. The Board places on records its
appreciation of the invaluable contribution and guidance provided by
them.
Mr. Ramanlal Trivedi, Director of the company stepped down from the
Board of the Company on 13th August 2015 under section 168 of the
Company Act, 2013. The Board places on records its appreciation of the
invaluable contribution and guidance provided by him.
Pursuant to the provisions of section 161 of the Companies Act, 2013 Mr.
Vikas Kumar and Mrs. Veenu Jain were appointed as additional directors
of the company on February 10, 2015 and on 13th August, 2015
respectively. Both Mr. Vikas Kumar and Mrs. Veenu Jain have submitted a
declaration that each of them meets the criteria of independence as
provided in Section 149(6) of the Act.
14. Number of Board Meetings
8 meetings of the board were held during the year. For details of the
meetings of the board, please refer to the corporate governance report
(Annexure-II), which forms part of the report.
15. Board Evaluation
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed
the performance of the individual directors on the basis of the criteria
such as the contribution of the individual director to the Board and
committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his
role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the views
of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
16. Particulars of Employees
The statement showing particulars of employees under section 197 of the
Companies Act, 2013, read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as amended, is not
required to be given as there were no employees coming within the
purview of this section.
17. Internal financial control system and their adequacy
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis (Annexure-I),
which forms part of this report.
18. Auditors' report and Secretarial Auditors' report
The Auditors' report and secretarial auditors' report does not contain
any qualification, reservation or adverse remarks. Report of the
secretarial auditor is given as an annexure (IV) which forms part of
this report.
19. Risk Management
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional oversight
in the area of financial risks and controls. Major risks identified by
the businesses and functions are systematically addressed through
mitigation actions on a continuing basis.
20. Extract of Annual Return
As provided under section 92(3) of the Act, the extract of annual return
is given in Annexure-III in the prescribed form MGT-9, which forms part
of this report.
21. Particulars of loan, guarantee and investments
The particular of loans, guarantees and investments have been disclosed
in the financial statements.
22. Transactions with related parties
None of the transactions pursuant to section 188 of the Companies Act,
2013 was taken place during the financial year ended on March 31,2015.
23. Conservation Of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3) (m) of the Companies Act, 2013
are not applicable to our Company, as our Company has not carried out in
the manufacturing activities. The foreign exchange earnings on account
of the operation of the Company during the year were Rs. Nil.
24. Corporate Governance Report
Your Company has been complying with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. A
separate report on Corporate Governance along with Auditors' Certificate
on compliance with the Corporate Governance norms and stipulated in
Clause 49 of the Listing Agreement, forming part of this report is
annexed herewith (Annexure-II).
25. Corporate Social Responsibility
The Company is not covered by the section 135 of the Companies Act, 2013
as the company has not prescribed income as mentioned in the above
pursuant law of the Companies Act, 2013.
26. Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the board
that they fulfill the entire requirement as stipulated in section 149
(6) of the Companies Act, 2013. During the current year Independent
directors are yet to be appointed after the approval of the members in
annual general meeting of the company.
27. Company's Policy relating to Directors appointment, payment of
remuneration and discharge of their duties
The Company's policy relating to appointment of Directors, payment of
Managerial Remuneration, Directors qualification, positive attributes,
independence of directors and other related matters as provided under
Section 178(3) of the Act is furnished in the Annexure, which forms part
of this report Annexure-V(A). Policy for selection of Directors,
determining Directors' Independence, Remuneration Policy for Directors
and Key Managerial Personnel is annexed as Annexure-V (B).
28. Acknowledgement
The Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year.
The directors also wish to take on record their deep sense of
appreciation for the committed services of the employees at all levels,
which has made our Company successful in the business.
By order of the Board
For Regent Enterprises Limited
Mahendra Atamarambhai Solanko Vikas
Kumar
Director Director
(DIN-00059589) (DIN-005308192)
Place: New Delhi
Date: 02nd September, 2015
Registered Office:
E-205 (LGF),
Greater Kailash-II,
New Delhi-110048
Mar 31, 2013
Dear Shareholders,
The Directors here by present the Annual Report on business and
operations of the Company together with the Audited statements of
Accounts for the financial year ended on 31st March 2013.
OPERATIONS REVIEW:
During the year under review due to financial crisis company has not
carried out any business activities and faces huge set back. So company
not in position to generate any revenue from the operation but due to
some fixed cost company posted Net Loss of Rs. 1923642. The management
has taken measures as part of its continuous improvements to strengthen
operations and viability.
DIVIDEND:
Your Directors place on record their deep sense of concern that due to
loss incurred director unable to declare any dividend to its
shareholders.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr Mahendra Atamarambhai Solanki Director of the Company is retires by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for reappointment.
Mr Harleen Singh Kathuria and Mr. Pargat Singh were appointed as
additional directors of the Company with effect from 10.04.2013 and are
eligible for re-appointment as directors of the Company at the
forthcoming Annual General Meeting and whose period of office will be
liable to retire by rotation.
Mr Ajeet Kumar and Mr Rajiv Bansal were ceased as a Director of the
Company with effect from 10.04.2013 and 03.07.2013 accordingly due to
resignation. The management appreciated the services given by him
during the tenure of the office as a Director.
AUDITORS AND AUDITORS'' REPORT:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The observations made by the Auditors'' in their Auditors'' Report and
the Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
CHANGE OF NAME
The name of the Company has been changed to SPINE TRADERS LIMITED in
terms of Certificate dated 28th day of September, 2012 issued by the
Registrar of Companies, National Capital Territory of Delhi and
Haryana, pursuant to approval of the shareholders in Extra Ordinary
General Meeting held on vide Special Resolution dated 24th day of
August 2012, the name of the company was changed from CHANDRIKA TRADERS
LIMITED to SPINE TRADERS LIMITED.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
CORPORATE GOVERNANCE REPORT:
Your Company has been complying with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. A
separate report on Corporate Governance along with Auditors''
Certificate on compliance with the Corporate Governance norms and
stipulated in Clause 49 of the Listing Agreement, forming part of this
report is annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
are not applicable to our Company, as our Company has not carried out
in the manufacturing activities. The foreign exchange earning on
account of the operation of the Company during the year was Rs. Nil.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate 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;
iv) Directors have prepared the accounts on a "going concern basis".
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, SPINE TRADERS LIMITED
PLACE: NEW DELHI
DATE: 30.08.2013
(MAHENDRA SOLANKI)
CHAIRMAN
Mar 31, 2011
The Directors hereby present their twenty-seventh Annual Report on the
business and operations of the Company together with the Audited
Financial Accounts for the year ended 31st March 2011.
FINANCIAL RESULTS
The financial results of the Company for the year under report are
given below:
Particulars Year ended
31st March, 2011 Year ended
31st March, 2010
(Rs in lacs) (Rs in lacs)
1. Operative & Other Income 5.05 34.92
2. Depreciation 12.10 17.99
3. Profit/loss before tax -18.10 -13.13
4. Profit after tax -13.16 7.18
5. Add previous year's balance - 1.46 -7.35
6. Add excess provisions of
the previous year 0 - 1.30
7. Balance carried to balance sheet - 14.63 - 1.46
FINANCIAL REVIEW
Your Company is a private sector Non Banking Financial Company
primarily involved in the business of investment in securities. Since
the capital market in India and abroad has passed through a difficult
phase it has affected the operations of your company also.
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
BUSINESS REVIEW
The company earned its income mainly from making investments/ trading
in securities. The Board has earlier decided to start the project of
Trading, Export and Commission Agent in India and Abroad but so far it
could not become operational.
OPPORTUNITIES
The economic development is the main agenda of the Government and that
will provide very positive environment for making investment in
securities market and we are hopeful for better performance of the
company in the coming years.
RISKS AND CONCERNS
Your Company is exposed to business and environmental risks in which it
operates including interest rate volatility, economic cycles, market
risks and credit policy of government and capital market at the world
level. We are managing these risks by maintaining a conservative
financial profile and by following prudent business and management
practices.
ADEQUATE INTERNAL CONTROL
Your Company has a proper and adequate system of internal controls to
ensure that all activities are monitored and controlled against any
unauthorized use or disposition of assets and that the transactions are
authorized, recorded and reported correctly.
PROJECT OF TRADING, EXPORT AND COMMISSION AGENT
In order to avail the opportunities of fast economic growth in our
country the Board has decided to start the Project of Trading, Export
and Commission Agent for about Rs 65 crores and raised Rs 20 crores
through preferential allotment. However, company could not raise Rs 45
crores from public issue/ADR/GDR etc. due to market conditions and the
project could not be started except the giving of some advances. Money
raised through preferential allotment has been given as advance for
goods and invested in securities. As and when market conditions improve
the Board will review the project.
DIVIDEND
Keeping in view the performance we are unable to recommend dividend for
the year under review.
DIRECTORS
Sh. Ajeet Kumar was appointed Additional Directors w.e.f. 19.01.2011
and his appointment is up to the date of Annual General Meeting.
Pursuant to Section 257 of the Companies Act, 1956 Company has received
request for his appointment as Director and item has been included in
the Notice of Annual General Meeting for your approval.
Sh. Dinesh Pareekh, Director resigned w.e.f.14.10.2010 and Sh. Alok
Kumar, Director resigned w.e.f.19.01.2011.The Board places on record
the appreciation of the services rendered by Sh. Dinesh Pareekh and Sh.
Alok Kumar during the tenure of their Directorship of the company.
Sh. Rajiv Bansal, Director retires by rotation at the Annual General
Meeting and being eligible has offered himself for re- appointment.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A certificate from the Statutory Auditors
regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Governance Clause of the Listing Agreement
is annexed to the report on Corporate Governance. As on now there is no
Chief Financial Officer in the company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2011 and of the profits of the Company
for the period from April, 2010 to 31st March, 2011;
iii) 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 the Company and for
preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis.
FIXED DEPOSITS
During the period under review, the Company has not accepted any
deposits within the meaning of Section 58A of the Companies Act, 1956
and the Rules made there under.
AUDITORS
M/s Mehra & Co., Chartered Accountants, Auditors of the Company, retire
at the conclusion of the forthcoming Annual General Meeting and they
have offered themselves for re-appointment. The Company has obtained
necessary certificate u/s. 224 (1B) of the Act from M/s Mehra & Co.,
Chartered Accountants.
AUDITORS' REPORT
The Auditors' Report on the Accounts of the Company for the period
under review is self à explanatory and requires no comments.
PARTICULARS OF EMPLOYEES
During the period under review, no employee received salary more than
Rs. 24.00 lac per annum or Rs.2.00 lac per month. Accordingly no
particulars of employees are being given pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956.
CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information under Section 217(1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are not applicable because there are no
manufacturing activities in the Company. However the Company has taken
every possible measure to conserve the use of energy in the office. The
Company has neither earned nor spent any foreign exchange during the
year.
ACKNOWLEDGEMENT
Your Directors are pleased to place on record their sincere gratitude
to the Government, Bankers and business constituents for their
continued and valuable co-operation and support to the Company. The
Board also takes this opportunity to express their appreciation for the
devoted and sincere services rendered by the employees of the Company
during the year.
For and on behalf of the Board
Sd/- Sd/-
Place : New Delhi (Anindo Banerji) (Rajiv Bansal)
Date : 27.08.2011 Mg Director Director
Mar 31, 2010
The Directors hereby present their twenty-sixth Annual Report on the
business and operations of the Company together with the Audited
Financial Accounts for the year ended 31s1 March 2010.
FINANCIAL RESULTS
The financial results of the Company for the year under report are
given below:
Particulars I Year ended 31"
March, 2010 Year ended 31"
March, 2009
(Rs In lac) (Rs In lac)
1. Operative & Other Income 34.92 262.79
2. Depreciation 17.99 31.55
3. Profit/loss before tax -13.13 -46.60
4. Profit after tax -7-18 -81.50
5. Add previous years balance -7.35 74.15
6. Add excess provisions of the
previous year -1.30 -13.61
7. Balance carried to balance
sheet - 1.46 -7.35
FINANCIAL REVIEW
Your Company is a private sector Non Banking Financial Company
primarily involved in the business of investment in securities. Since
the capital market in India and abroad has passed through a difficult
phase it has affected the operations of your company also. However
keeping in view the uncertainties of capital market the Board has
decided to start the business of Trading, Export and Commission Agent
in India and Abroad. We are hopeful for better performance in the
current year.
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
BUSINESS REVIEW
The company earned its income mainly from making investments/ trading
in securities. The performance was affected due to recessionary trend
in the economy. However the Board has also decided to start the project
of Trading, Export and Commission Agent in India and Abroad. Now we are
hopeful for better performance.
OPPORTUNITIES
The economic development is the main agenda of the Government and that
will provide very positive environment for making investment in
securities market and for the business of Trading, Export and
Commission Agent.
RISKS AND CONCERNS
Your Company is exposed to business and environmental risks in which it
operates including interest rate volatility, economic cycles, market
risks and credit policy of government and capital market at the world
level. We are managing these risks by maintaining a conservative
financial profile and by following prudent business and management
practices.
ADEQUATE INTERNAL CONTROL
Your Company has a proper and adequate system of internal controls to
ensure that all activities are monitored and controlled against any
unauthorized use or disposition of assets and that the transactions are
authorized, recorded and reported correctly.
HUMAN RESOURCE DEVELOPMENT
Since the Board has decided to start the project of Trading, Export and
Commission Agent we are planning to appoint suitable persons in the
company.
PROJECT OF TRADING, EXPORT AND COMMISSION AGENT
In order to avail the opportunities of fast economic growth in our
country the Board has decided to start the Project of Trading, Export
and Commission Agent for about Rs 65 crores. Managing Director to
execute this project has been appointed. We are also taking the
approval of shareholders for raising Rs 20 crores through preferential
allotment and Rs 45 crores public issue/ADR/GDR etc. The Board is
hopeful to start the actual implementation of the project shortly.
CHANGE OF NAME AND MAIN OBJECTS CLAUSE
In the last Annual General Meeting the shareholders have approved the
change of name and main objects of the Company. In the mean time
possibilities were also being explored to start some other business in
the long term interest of the shareholders. It has took some time and
now the project of Trading, Export and Commission Agent has been
finalized. For this project the existing name and object clause is more
suitable. It has, therefore, been decided not to change the name and
main objects of the company. It is for the information of shareholders.
DIVIDEND
Keeping in view the performance we are unable to recommend dividend for
the year under review.
DIRECTORS
Sh. Anindo Banerji and Sh. Sarabjeet Singh were appointed Additional
Directors w.e.f. 16.6.2010 and their appointment is upto the date of
Annual General Meeting. Pursuant to Section 257 of the Companies Act,
1956 Company has received requests for their appointment as Director
and items have been included in the Notice of Annual General Meeting
for your approval. The Board has appointed Sh. Anindo Banerji as
Managing Director for the implementation of the project of Trading,
Export and Commission Agent and raising resources for the project.
Sh Ajai Kumar resigned from the Directorship of the company w.e.f.
16.6.2010 and the Board places on record the appreciation of the
services rendered by Sh. Ajai Kumar during the tenure of his
Directorship of the company.
Sh. Alok Kumar, Director retires by rotation at the Annual General
Meeting and being eligible has offered himself for re- appointment.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A certificate from the Statutory Auditors
regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Governance Clause of the Listing Agreement
is annexed to the report on Corporate Governance. As on now there is no
Chief Financial Officer in the company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March
31,2010 and of the profits of the Company for the period from April,
2009 to 31st March, 2010; iii) 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
the Company and for preventing and detecting
fraud and other irregularities; iv) The annual accounts have been
prepared on a going concern basis.
FIXED DEPOSITS
During the period under review, the Company has not accepted any
deposits within the meaning of Section 58A of the Companies Act, 1956
and the Rules made there under.
AUDITORS
M/s Mehra & Co., Chartered Accountants, Auditors of the Company, retire
at the conclusion of the forthcoming Annual General Meeting and they
have offered themselves for re-appointment. The Company has obtained
necessary certificate u/s. 224 (1B) of the Act from M/s Mehra & Co.,
Chartered Accountants.
AUDITORS REPORT
The Auditors Report on the Accounts of the Company for the period
under review is self - explanatory and requires no comments.
PARTICULARS OF EMPLOYEES
During the period under review, no employee received salary more than
Rs. 24.00 lac per annum or Rs.2.00 lac per month. Accordingly no
particulars of employees are being given pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956.
CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information under Section 217(1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are not applicable because there are no
manufacturing activities in the Company. However the Company has taken
every possible measure to conserve the use of energy in the offices.
The Company has neither earned nor spent any foreign exchange during
the year.
ACKNOWLEDGEMENT
Your Directors are pleased to place on record their sincere gratitude
to the Government, Bankers and business constituents for their
continued and valuable co-operation and support to the Company. The
Board also takes this opportunity to express their appreciation for the
devoted and sincere services rendered by the employees of the Company
during the year.
For and on behalf of the Board
Sd/- Sd/-
Place : New Delhi (Anindo Banerji) (Dinesh Pareek)
Date : 16.06.2010 Mg Director Director
Mar 31, 2009
The Directors hereby present their twenty-sixth Annual Report on the
business and operations of the Company together with the Audited
Financial Accounts for the year ended 31st March 2009.
FINANCIAL RESULTS
The financial results of the Company for the year under report are
given below:
Particulars Year ended Year ended
31st March, 2009 31st March, 2008
(Rs in lac) (Rs in lac)
1. Operative & Other Income 262.79 58.23
2. Depreciation 31.55 13.43
3. Profit/loss before tax -46.60 21.48
4. Profit after tax -81.50 19.79
5. Add previous years balance 74.15 70.03
6. Add excess provisions of the previous year -13.61 -15.67
7. Balance carried to balance sheet -7.35 4.12
MANAGEMENT DISCUSSION & ANALYSIS (MD&A)
FINANCIAL REVIEW
Your Company is a private sector Non Banking Financial Company
primarily involved in the business of investment in securities. Since
the capital market in India and abroad has passed through a difficult
phase it has affected the operations of your company also. However we
are hopeful for better performance in the current year.
BUSINESS REVIEW
The company earned its income mainly from making investments/ trading
in securities. The performance was affected due to recessionary trend
in the economy and now we are hopeful for better performance.
OPPORTUNITIES
The economic development is the main agenda of the Government and that
will provide very positive environment for making investment in
securities market.
RISKS AND CONCERNS
Your Company is exposed to business and environmental risks in which it
operates including interest rate volatility, economic cycles, market
risks and credit policy of government and capital market at the world
level. We are managing these risks by maintaining a conservative
financial profile and by following prudent business and management
practices.
ADEQUATE INTERNAL CONTROL
Your Company has a proper and adequate system of internal controls to
ensure that all activities are monitored and controlled against any
unauthorized use or disposition of assets and that the transactions are
authorized, recorded and reported correctly.
HUMAN RESOURCE DEVELOPMENT
After completing the process of amalgamation we are planning to appoint
suitable persons in the company.
TRADING APPROVAL BY BOMBAY STOCK EXCHANGE LIMITED
We are happy to inform you that after amalgamation of M/s Akhand Bharat
Agro Limited and M/s AMGF Intercom Ltd. with your company trading was
allowed by the Bombay Stock Exchange Limited on 22.05.2009. The
amalgamation has given benefit to the shareholders of AMGF Intercorp
Ltd. as that company was listed at Delhi Stock Exchange and U P Stock
Exchange where there was no trading due to own reasons of the Stock
Exchanges. It has also benefited the shareholders of Akhand Bharat Agro
Ltd. which was an unlisted company. Further amalgamation has increased
the size of company and we are hopeful for better performance of the
emerged entity.
We are in the process of getting the trading approval from Delhi Stock
Exchange Association Ltd.
DIVIDEND
Keeping in view the performance we are unable to recommend dividend for
the year under review.
DIRECTORS
As per the Scheme of Amalgamation there was change of management and
promoters through the Scheme of Amalgamation and the Directors of
transferor companies i.e. M/s Akhand Bharat Agro Limited and M/s AMGF
Intercorp Ltd. became the Directors of the company and the Directors of
Transferee Company ceased to be Directors of the company. The Board
places on record the appreciation of the services rendered by the
erstwhile Directors of the Company during their tenure as Directors of
the company.
Sh Ajeet Kumar resigned from the Directorship of the company w.e.f.
24.08.2009 and the Board places on record the appreciation of the
services rendered by Sh. Ajeet Kumar during the tenure of his
Directorship of the company.
Sh. Ajai Kumar, Director and Sh. Rajiv Bansal, Director retire by
rotation at the Annual General Meeting and being eligible have offered
themselves for re-appointment.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A certificate from the Statutory Auditors
regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Governance Clause of the Listing Agreement
is annexed to the report on Corporate Governance. As on now there is no
Chief Financial Officer in the company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2009 and of the profits of the Company
for the period from April, 2008 to 31st March, 2009; iii) 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 the Company and for preventing
and detecting fraud and other irregularities; iv) The annual accounts
have been prepared on a going concern basis.
FIXED DEPOSITS
During the period under review, the Company has not accepted any
deposits within the meaning of Section 58A of the Companies Act, 1956
and the Rules made there under.
AUDITORS
M/s RTPS & Co., Chartered Accountants, Auditors of the Company, retire
at the conclusion of the forthcoming Annual General Meeting and they
have not offered themselves for re-appointment. M/s Mehra & Co. are
proposed to be appointed as Statutory Auditors subject to the approval
of shareholders. The Company has obtained necessary certificate u/s.
224 (1B) of the Act from M/s Mehra & Co., Chartered Accountants.
AUDITORS REPORT
The Auditors Report on the Accounts of the Company for the period
under review is self - explanatory and requires no comments.
PARTICULARS OF EMPLOYEES
During the period under review, no employee received salary more than
Rs. 24.00 lac per annum or Rs.2.00 lac per month. Accordingly no
particulars of employees are being given pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956.
CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information under Section 217(1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are not applicable because there are no
manufacturing activities in the Company. However the Company has taken
every possible measure to conserve the use of energy in the offices.
The Company has neither earned nor spent any foreign exchange during
the year.
ACKNOWLEDGEMENT
Your Directors are pleased to place on record their sincere gratitude
to the Government, Bankers and business constituents for their
continued and valuable co-operation and support to the Company. The
Board also takes this opportunity to express their appreciation for the
devoted and sincere services rendered by the employees of the Company
during the year.
For and on behalf of the Board
Sd/- Sd/-
Place : New Delhi (Ajai Kumar) (Dinesh Pareek)
Date : 03.09.2009 Director Director
Mar 31, 2002
The Directors have pleasure in presenting the Annual Report together
with the audited statements of the accounts of the company for the year
ended 31st Match 2002.
Financial Results:
During the year ended 31st March 2002,your company has earned a net
profit of Rs. 14757.26 after the deduction of tax .
Dividend:
In view of insufficiency of the profits, your directors are not
recommending any dividend.
Directors:
Mr. J.P.Jain, Directors retire by rotation and being eligible for
reappointment offer themselves for reappointment,
Directors Resposnsiblity:
Pursuant to the provisions of Section 217(2AA) of the Companies Act
2000, the Directors confirm that:
i) In the preparation of the Annual accounts, the applicable accounting
standards have been followed alongwith proper explanation relating to
material departures;
ii) Appropriates accounting policies have been selected and applied
consistently and have made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state affairs of
the company as at March 31,2002 and of the profit of the company for
the said period;
iii) 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 the company and for
preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis.
Listing Of Securities:
The Securities of the company are listed on the following stock
exchanges ;
- The Delhi Stock Exchange Assn. Ltd.
- The Stock Exchange Mumbai,Mumbai
The company is yet to pay the listing fee of Delhi Stock Exchange .
Fixed Deposits:
During the period under review,the company has not accepted any
deposits with in the meaning section 58A of Companies Act, 1956 and
rule made thereunder.
Auditors And Auditors Report:
M/s Jatinder Singh & Associates,Chartered Accountants,retire at the
conclusion of the forthcoming Annual General Meeting and being eligible
,offer themselves for reappointment . In respect of Auditors
observation ,the notes on accounts are self explanatory and no comments
are required .
Particulars Of Employees:
During the period no employee was in receipt of remuneration exceeding
the limits specified u/s 217(2A) of the Companies Act, 1956.
Conservation Of Energy, Technology , Absorption And Foreign Exchange
Earning And Outgo:
Information under section 217(l)(e) of the companies Act 1956 read with
companies (Disclosure of particulars in the report of Board Of
Directors)Rule, l988 is not applicable, The company has neither earned
nor spent any foreign exchange during the year.
Acknowlegement:
Your directors acknowledge with gratitude the direct and indirect
support received by the management from all concerned.
For And On Behalf Of The Board
-sd- -sd-
(Sukhbir Singh) (J.P. Jain )
Director Director
Place : New Mumbai
Date : 03-09-2002