Mar 31, 2015
Your Directors have pleasure in presenting their 23rd Annual Report together with the Audited Accounts for the year ended 31st March, 2015.
SUMMARY OF FINANCIAL PERFORMANCE
(Rs. in lacs)
Particulars Current year Previous year (31-03-2015) (31-3-2014)
Commission and Other Income -
Operational Profit 04.89 02.73
Add: Depreciation - -
Profit / (Loss) Before Taxation 04.89 02.73
Less: Provision for Taxation 01.62 00.84
Profit / (Loss) After Taxation 03.70 01.88
Balance carried to Balance Sheet 03.70 01.88
OPERATIONS & STRATEGIC PLANNING
During the year under review, your company was engrossed in the activities of the Capital investment, advisory but the board of directors has contemplated the future plans to diversify in to the internationally acclaimed business of Philately & Numismatic And From Last Many Years we were collecting Stamps, Coins and Historic Newspapers, Antique & now Plan to Started Advisory/ Consultancy for Stamps/Coins and Antique Items, subject to the applicable rules and regulations. The financial Year 31-03-2015 was the year of the reconstruction of the management control with the voting control by inviting the investment into the capital. In terms of the SEBI REGULATIONS & Listing requirements the promoters of your company has transferred about 22.76 % equity share capital in favour of the new promoters, Directors and Persons acting in concert. The corporate action in the future is strategically aimed to undertake the diversified business.
Keeping in view the strategic planning in future the board of Director has embarked upon the decision to :
(1) Change of name of the company in terms of the Companies Act 2013 in view of the diversified comprehensive corporate operations of the company
(2) Change of Registered office of the company from the state of MAHARASHTRA to the state of GUJARAT. The POSTAL BALLOT Voting forms have already been sent to the entitle members to caste the vote for the resolution of shifting of Registered office from Maharashtra state to Gujarat state.
FUTURE BUSINESS PROSPECTS:
The business activities is largely influenced by several external factors including the international financial markets. During the year the international financial markets has remained sub dued and many times stagnant. It is therefore a note of caution to jump into the financial commitments. However the financial advisory and capital investment patterning will play a crucial role in the profitable operations of the company. but the board of directors has contemplated the future plans to diversify in to the internationally acclaimed business of Philately & Numismatic And From Last Many Years we were collecting Stamps, Coins, Historic Newspapers and Antique & now Plan to Started Advisory/Consultancy for Stamps/Coins and Antique Items. We will start holding regular public stamp auctions, coin auctions, and auctions of cigarette cards, trading cards and autographs in India / Abroad very soon. We also plan to Publish Auction Catalogues on our website on Quarterly basis, prior to the auction date.
We have also add an online shop through our website, So you can now browse through many items from our stock at your leisure and buy direct from our website.
The board of Directors of your company regrets for not recommending the declaration of the dividend relating to the financial ended on 31St MARCH - 2015.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The report on MANAGEMENT DISCUSSION AND ANALYSIS as required under the clause 49 of the Listing Agreement is included in this Report. Certain statements in the said Report may be forward looking. Many factors may affect the actual results and performance which could be different from what the Directors envisage in terms of the future performance and outlook.
Mr. Anirudh Shethi (DIN - 06864789) and Mr. RAVI SHETHI (DIN -06865110) the director appointed by the board of directors with effect from 14/05/2014 in the casual vacancy caused by the resignation of Mr. Mahesh R. Patel and Mr. Hitesh A. chokshi respectively.
MR ANIRUDH SETHI was appointed as MANAGING DIRECTOR for a very short period of span and resigned as a Managing Director ( remained to be Director ) for restructuring exercise of the company.
Mr. Anirudh Shethi (DIN - 06864789) director retiring by rotation at ensuing Annual general meeting of the company under section 152(6) of the companies act , 2013 and being eligible offers himself for reappointment. The Board recommends his appointment as a Director.
Mr. Sanjay A. Chokshi has resigned as a Director with effect from 08/05/2015.
Mr. SATISH SHETTY KOROGAPPA Din 06988863 and Mr. SEMWAL GOVINDRAM DHANESH Din.06988865 were appointed as Additional directors (non - independent) u/ s 161 of the companies act,2013, with effect from 08/10/2014 to hold office up to the date of ensuing annual general meeting . The company has received notice u/s 160(1) of the company act 2013 from a member proposing his appointment as a director.
The board based on nomination and remuneration committee's recommendation, had appointed Mr. SATISH SHETTY KOROGAPPA, Din No. 06988863 on 25th AUGUST 2015 subject to the approval of share holders for a period of 5 years , in terms of the provisions of companies act, 2013 and listing agreement.
The special resolution seeking the approval of the members is placed before the ensuing annual general meeting of members of the company.
The members at the 23rd annual general meeting , have approved the appointment of Mr. Narayan Acharya, Din- 06885894 as a independent director who is not liable to retire by rotation to hold office for the terms of 5 consecutive years from 2014 to 2019.
The company has received the declarations from all the independent directors of the company confirming that they meet the criteria of independent as prescribed under section 149(6) of the company's Act 2013 and the clause 49 of the listing agreement.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
The independent directors met on date 31st march 2015 and evaluated the performance of non independent directors, the board as a whole and the chairman of the company considering the view of other directors. Further details are available in the corporate governance report.
Mrs. Din - has been appointed as woman director with effect from 29th
June, 2015 as envisaged by rule 3 of companies (Appointment And Qualification Of Directors) Rules,2014
KEY MANAGERIAL PERSONAL
Mr. Pragnesh Pandya (Din -07013849) has been appointed as chief executive officer cum compliance officer are the key managerial personal of the company, under the provision of section 203 of the companies act, 2013 read with the companies (Appointment And Remuneration Of Managerial Personnel) Rules,2014.
The company has appointed the chief financial officer with effect from 08th October, 2014.
EVALUATION OF THE BOARD'S PERFORMANCE
The board has carried out an evaluation of his own performance and that of its directors individually and its committees. The manner in which the evaluation has been carried out is explained in the corporate governance report.
The company has also devised a policy on board diversity detailing the functional, strategic and structural diversity of the board.
The company has adopted a remuneration policy of directors and senior management personnel, detailing inter alia the procedure for director appointment and remuneration including the criteria for determining qualification.
The policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract , retain , and motivate the directors of the quality require to run the company successfully ; (b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks ; and (c) remuneration to directors and key managerial personnel and senior management involves a balance fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal. The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board is uploading on the company website www.rudrakshcap-tech.com
M/s N JANI & CO. Chartered Accountants (Membership Number - 41802). The exiting Statutory Auditor's of the Company has expressed their unwillingness to continue as the Statutory Auditors of the Company. The Audit Committee has recommended the Appointment of M/s. MAYUR SHAH & ASSOCIATES - CHARTERED ACCOUNTANT-AHMEDABAD (registration no.106125W) to hold office for the period of 5 years till the conclusion of the 28th annual general meeting in 2020. They have expressed their willingness to get appointed as the statutory auditor of the company and has furnished a certificate of their eligibility and consent under section 141 of the companies act 2013 , In terms of the listing agreement , the auditors vide their letter dated 25th August, 2015 have confirmed that they hold a valid certificate issued by the peer review board of the ICAI, the necessary resolution for ratification of the appointment Statutory Auditors is placed before you for transaction .
The auditors" report for the year ended 31st March,2015 are free from any qualification , reservation or adverse remarks and hence do not call for any explanations or comments by the board.
The company has appointed a internal Auditors at the 23rd Annual General Meeting of the company for the year 2015. The reports of the internal auditors are discussed in the audit committee meeting.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The company appointed CS Ashok Shelat proprietor M/s. Ashok Shelat & Associates Practicing Company Secretaries Vadodara to carry out secretarial audit for the financial year 31st March, 2015. The secretarial audit report for the financial year 31st march 2015 is enclosed as an annexure C. the clarification to the observation in the secretarial audit report are given below:
1- The company has a business finance controller, who is discharging a function of chief financial officer. However, the company has re-appointed the chief Financial officer with effect from 25TH AUGUST 2015. The company has endeavored to appoint company secretary to guide the corporate affairs.
2- The delay in the publication of the notice of the board meeting is due to the intervening holidays. The company has ( except few of the lapses of delay) has complied with the Listing requirements from time to time. The statutory filings under company's act 2013 were effected with additional fees and now the filings are updated.
3- The company has placed the special resolution appointing the INDEPENDENT DIRECTOR in terms of SEC 149 Read with SEC 177 of the COMPANIES ACT 2013.
4- The company has changed the REGISTRAR & TRANSFER AGENT from BIG SHARE SERVICES PVT LTD to LINK INTIME INDIA PVT. LTD. And all the records related to dematerialization of shares etc have been vested into the new R&T.
5- The company has since updated the statutory records under the Companies Act 2013 (including that of related party transactions) read with the governing rules under the guidance of corporate law advisor.
6- The company has transferred the controlling interest not exceeding 25% to the new investor Directors/Promoters and adequate statutory filings and disclosures have been filed with the Ministry of Corporate Affairs and BSE.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The particulars of the employees covered by the provision of section 197, (12) of the companies act, 2013 and the rules there under forms part of this report.
OTHER PARTICULARS PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5(1) OF THE COMPANIES (APPINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014. Rule 5(1) (i) and (ii) the ratio and percentage increase of remuneration of the directors and employees:
Name Designation Ratio to median % increase In remuneration remuneration
MR PRAGNESH PANDYA Chief Executive - 10 % officer
a. Rule 5(1)(iii) and (v) comparison of the remuneration of the employees with company performance .
Remuneration of the employees % increase 2,17,000/- 10%
b. Rule 5(1)(vi)& (ix) comparison of KMP remuneration with company performance
Pragnesh Pandya- CEO 1,50,000 p.a
Revenue Âsales & other incomes 11,91,000/-
Profit before tax 4,89,000
c. the Number of permanent employees rolls of the company THREE
d. variations in the market capitalization of the company, price earning ratio of the company as at the closing date 31st March2015 and previous financial year and percentage increase/decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with last public offer;
Particulars Previous year Current year Increase/ 31-03-2014 RS 31-03-2015 RS (decrease) RS.
No of shares 5250000 5250000 0
Shares price (in rs) - Rs.07/- BSE N.A. NSE
EPS (IN RS) 0.04 0.06 0.02
P/E RATIO (BASED ON AUDITED RESULT) 0 0 0
COMPANY?S MARKET CAP (IN RS ( As on 31-03-2015) 3,67,50,000 31,50,00,000 27,82,50,000
The company has not made any public offer till date since the public issues launch in the year, 1994
e. Average percentile increase in the salaries of the employees other than the managerial personnel during the year 31-03-2015(year) was 10% and for the managerial personnel was 10%.
f. The key parameters for any variable components of the remuneration availed by the directors: except for the Mr PRAGNESH PANDYA, CHIEF EXECUTIVE OFFICER, none of the other director has been paid any remuneration except sitting fees. The key parameters with respect to the variable pay availed by a managing director are considered by the board of directors based on the recommendation of the nomination and remuneration committee as per the remuneration policy of the company.
g. The ratio of remuneration of the highest paid director to that of the employees who are not director but received remuneration in excess of the highest paid director during the year - not applicable.
h. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the company.
REPORT ON ENERGY CONSERVATION, FOREGN EXCHANGE EARNING AND OUTGO RESEARCH AND DEVELOPMENT
Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the company in accordance with the provision of section 134 of the companies act, 2013 read with companies (accounts) Rules, 2014 are given herein below.
CONSERVATION OF ENERGY
Your company is conscious to conserve the energy and for the purpose adequate measures are taken.
Your company continues to use adequate technological application in the operation of the company.
RESEARCH AND DEVELOPMENT
The activities of the company in investment discipline does not require research and development information
FOREIGN EXCHANGE EARNING AND OUTGO
There is no information to be furnished.
Pursuant to the clause 49 of the listing agreement with the stock exchange, a management discussion and analysis report and a corporate governance report are made a part of this annual report .
A certificate from the auditor of the company regarding the compliance of the conditions of corporate governance are stipulated by the clause 49 of the listing agreement is attached to this reports.
The company has not accepted any deposit from the public within the meaning of section 73 to 76 of the companies act, 2013 read with COMPANIES (Acceptance of Deposits ) Rules 2014 for the year ended 31st March, 2015
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of SEC 134(3)( c) read with SEC 134(5) of the COMPANIES ACT 2013 with respect to Directors' Responsibility Statement it is hereby stated :
i) that in the preparation of the annual accounts for the financial year ended 31 st march 2015, the applicable accounting standards have been followed and that there were no material departures :
ii) that the Directors had 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 the affairs of the company at the end of the financial year and of the profit of the company for the year under review:
iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013, for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularity,
iv That the Directors have prepared the annual account for the year ended 31st march 2015 on a "going concern basis."
v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively,
vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.
The Audit committee consists of MR. Narayan Acharya (Din-06885894) THE INDEPENDANT DIRECTOR, MR.SATISH SHETTY KOROGAPPA (Din- 06988863) , SEMWAL GOVINDRAM DHANESH din 06988865 Non Executive Non promoter Directors. The Audit Committee meetings were held for the year ended 31st March 2015 in accordance with statutory requirements to review critically the financial statements and information to be transmitted to the stakeholders. All the Directors in the Audit committee are non executive Directors with the chairman to be the Independent Director. The Audit committee as detailed in the Corporate Governance Report interalia reviewed the internal control system and reports of the internal auditors and compliance of various regulations. The committee reviews at length the financial statements and approves the same before they are placed before the board of directors. Mr Pragnesh Pandya, the Chief Executive officer cum compliance officer has been acting as coordinator for the meetings.
During the year under review the relationship between the employees and management were cordial.
Auditor's observations are self explanatory and/or suitably explained in the notes on Accounts.
Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.
The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support.
Date : 01/09/2015 For And on Behalf of the Company Place : Vadodara
S/d S/d (Anirudh P. Sethi) (Pragnesh R. Pandya) Director CEO
Mar 31, 2012
To, The Members of Rudraksh Cap-Tech Limited Mumbai.
The Directors have the pleasure in presenting the 20th Annual Report of the company together with the Audited Statement of Accounts for the year ended on 31st March-2012.
1. FINANCIAL RESULTS (Rs. In Lacs)
Particulars Current Year (Rs) Previous Year (Rs)
Commission and Other Income 10,59,000.00 15,76,428.00
Operational Profit 1,70,315.00 5,32,148.27
Add: Depreciation 00.00 00.00
Profit / (Loss) Before Taxation 1,70,315.00 5,32.148.27
Less: Provision for Taxation 52,627.00 1,25,001.89
Profit / (Loss) After Taxation 1,17,688.00 4,07,146.38
Balance carried to Balance Sheet 1,17,688.00 4,07,146.38
During the year Company did not carry out any business activities or trading activities except other activities.
During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.
The Directors did not recommend any dividend for the year on Equity Shares of the Company.
M/S Bharat Parikh & Associates, Chartered Accountant, Vadodara Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.
6. AUDITOR''S REPORT
The notes to the accountants referred to in the Auditor''s Report are self-explanatory and therefore does not call any further comment.
Mr. Mahesh R. Patel, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends their re-appointment.
8. PARTICULARS OF EMPLOYEES
There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.
9. THE CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNINGS.
The above details as required to be given U/s 217 (2e) of the Companies Act, 1956 is not given as the same is not applicable to the company. The company has not earned any Foreign Exchange or spent any Foreign Exchange.
10. performance and future plans
As you will observe from the financial results, the performance has been of great concern. Our dependence on economic factors are unavoidable and the future trends of your Company shall depend the same.
11. RETIFICATION OF ALL TRANSACTIONS:
Your Board of Directors has committed certain Acts, deeds or transactions in the process of the public issue in pursuant of the provisions U/S 61 & other applicable provisions of the Companies Act 1956, the company in General Meeting takes note of the overall situation prevailing after the Company''s Prospectus Dt. 7th March 1994.
12. DIRECTOR''S RESPONSIBILITY STATEMENT UNDER 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 by the company,
II) Such accounting policies have not been selected consistently and judgment and estimates made are not reasonable and prudent so we are unable to give a true and fair view of the state of affairs of the company at 31st March,2012and of the profit of the Company for the year ended on that;
III) Proper and sufficient care has been taken for 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) Annual accounts have been prepared on a going- concern basis.
13. MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.
14. REPORT ON CORPORATE GOVERNANCE:
A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.
Your Directors also thank the Banker of the Company for their assistance and cooperation. Your Director also wishes to place on record their appreciation for the support of shareholders& devoted services rendered by the executives and employees at all levels.
Date : 29/05/2012 For And on Behalf of the Company
Place : Vadodara
(Hitesh Choksi) (Sanjay Choksi)