Mar 31, 2015
Dear Members,
The Directors are pleased to present the 32nd Annual Report and the
company's audited financial statement for the financial year ended
March 31,2015.
FINANCIAL RESULTS:
The standalone financial results of your Company for the financial year
ended March 31, 2015 are summarized below:
(Amount in Rs.)
Particulars Year ended March 31,2014
March 31, Year ended
2015
Net Sales / Gross Income 3,28,02,970 2,62,03,897
Profit before extraordinary 14,22,591 20,38,656
items and tax
Extraordinary items - -
Profit before tax 11,65,661 20,38,656
Provision for Taxation (including 3,41,862 8,26,907
deferred Tax)
Net Profit After Tax 8,23,799 12,11,749
Profit brought forward from 5,07,092 22,02,138
Previous Year
Appropriation - Transferred 2,00,000 5,00,000
to Reserve Fund
Transferred to General Reserve 1,00,000 10,00,000
Proposed Dividend 6,01,220 12,02,440
Tax on Proposed Dividend 1,23,098 2,04,355
Surplus carried to Balance Sheet 3,06,573 5,07,092
Earnings per equity share (EPS) Rs. 0.14 0.20
DIVIDEND:
Your directors have recommended a dividend of 0.10 paise per equity
share (last year 0.20 paise per equity share) for the financial year
ended March 31, 2015, amounting to Rs.0.07 crore (inclusive of tax of
Rs.0.01crore). The dividend payout is subject to approval of members at
the ensuing Annual General Meeting. The dividend will be paid to
members whose names appear in the Register of Members as on 30th
September, 2015, in respect of shares held in dematerialized form, it
will be paid to members whose names are furnished by National
Securities Depositories Ltd. and Central Depositories Services (India)
Ltd. as beneficial owners as on that date.
OPERATIONS:
The operating revenue including other income of the Company for the
year under review is Rs. 3,28,02,970/- as against Rs. 2,62,03,897/- in
the previous year which in the opinion of the Directors is
satisfactory. Your Directors are hopeful to improve the growth rate in
turnover and profitability in current year. Net profit after tax stood
at Rs.8,23,799/- as against Rs. 12,11,749/- in the previous year.
The business has performed well, with productivity gains, growth in
volumes and substained margins, notwithstanding rise in input cost.
Financing activities continues to be successful despite several
economic constraints.
During the year Company has made profit before extraordinary items tax
of Rs. 11,65,661/- against Rs. 20,38,656/- in the previous year and in
line with recessionary trend in the overall performance of financial
industry globally. The results of the Company for the year under review
bear a witness to the effort of the Board to sustain in an environment
of low performance of financial industry globally. The company has
concentrated on its goals of consolidating and cutting costs wherever
possible.The Management Discussion and Analysis Report deals with the
operations of your Company in detail and forms part of this Annual
Report.
SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2015 was Rs.601.22
Lacs @ Rs.10 per share. The Company has not issued shares with
differential voting rights nor granted stock options or sweat equity.
DEPOSITS:
During the year under review the Company has not accepted any deposits
falling within the meaning of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance or Deposits) Rules,2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the current financial year, the Company has not given any Loan,
Guarantees or Investments covered under the provisions of Section 186
of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has an internal control System, commensurate with the size,
scale and complexity of its operations. The internal Audit functions
report to the Chairman of the Audit Committee and to Chairman and
Managing Director of the Company.
The Internal Audit monitors and evaluates the efficiency and adequacy
of internal control systems in the company. It's compliances with
operating systems, accounting procedure and policies at all locations
of the Company.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
Particulars of the amounts proposed to be carried to reserves have been
covered as part of the financial performance of the Company.
MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013:
As required under section 134 (2) (e) and section 178 (4) of the
Companies Act 2013, your Company has constituted following committees
and their policies, namely:
* Nomination and Remuneration Committee & Policy
* Reconstitute Stakeholder Relationship Committee
* Insider Trading Policy
PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
This information is required as per Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 and forming part of the
Directors' Report for the year ended March 31, 2015.Since the Company's
operations involve low consumption of energy, the Company has no
comments to offer as far as (a) conservation of energy and (b)
Technology absorptions are concerned.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign exchange earned during the period under consideration was Rs.
NIL Foreign exchange expenditure incurred during year amounted to
Rs.NIL
DIRECTORS:
The Board of Directors is duly constituted. As per provisions of
Companies Act, 2013 for retirement by rotation, all executive directors
are now liable to retire by rotation.
STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS:
Mr. Bhupendra T Shah (DIN: 02479629) and Mr. Baldev B Boolani (DIN:
00856660) were being appointed as an Independent Directors of the
Company and all independent Directors have given declarations that they
meet the criteria of independence as laid down under section 149(6) of
the Companies Act, 2013 and clause 49 of the Listing Agreement. An
Independent director shall hold office for a term upto five consecutive
years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board' report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) (c ) of the Companies
Act, 2013, with respect to the Directors' responsibility statement, it
is hereby confirmed that:
I. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with the proper
explanation relating to material departures;
II. The directors have adopted such accounting policies and applied
them consistently and made judgements 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 and
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 this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
IV The directors have prepared the annual accounts on a going concern
basis; and
V The directors, have laid down internal financial controls to be
followed by the company and that such internal financials
controls are adequate and were operating effectively.
VI. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
During the year Mrs. Meena S Jain (DIN: 00004413) has been appointed as
director with effect from 25th March 2015 and Mr. Sureshchand P Jain
is liable to retire by rotation at the ensuing Annual General Meeting
and being eligible offer herself for reappointment. Mr. Dhannalal
Premchand Jain (DIN: 00076679) resigned from the Directorship with
effect from 25th March 2015.
MEETING OF BOARD OF DIRECTORS:
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year 5(Five) Board meetings and 4(Four) Audit
Committee Meeting were convened and held. The intervening gap between
the meetings was within the period prescribed under the Companies
Act, 2013.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual evalution of
its own performance, the directors individually, as well as the
evaluation of the working of its Committees. At the meeting of the
Board all the relevant factors that are material for evaluating the
performance of individual Directors, the Board and its various
committees were discussed in detail. A structured questionnaire each
for evaluation of the Board, its various Committees and individual
Directors was prepared and recommended to the Board & Remuneration
Committee for doing the required evaluation after taking into
consideration the input received from the Directors covering various
aspects of the Board's functioning such as adequacy of the composition
of the Board and its Committees, execution and performance of specific
duties, obligations and governmance etc.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and non-independent Directors
was also carried out by the independent Directors at their separate
meeting. The Directors expressed their satisfaction with the evaluation
process.
COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has associate company but does not have any Subsidiary,
Joint Venture.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of
business. There were no materially significant related party
transactions with the Company's Promoters, Directors, Management or
their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by
the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars
of contracts entered during the year as per Form AOC-2 is enclosed as
Annexure -B.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules there under and the
Listing Agreement. This Policy was considered and approved by the Board
has been uploaded on the website of the Company at www.spcapital.in
under http:// www.spcapital.in/policies link.
SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING
GOING CONCERN AND COMPANY' OPERATION:
To the best of our knowledge, the Company has not received any such
orders from Regulatiors, Courts or Tribunals during the year, which may
impact the going concern status or the Company's operations in future.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Report on Corporate Governance and management Discussion and Analysis
Reports along with Certificate of the Company Secretary in Practice
pursuant to clause 49 of the Listing Agreement with the Stock Exchanges
has been included in the report. Your company has been practicing the
principle of good Corporate Governance over the year. The Board of
Directors supports the broad principles of Corporate Governance. In
addition to the basic governance issues, the Board lays strong emphasis
on transparency, accountability and integrity.
LISTING WITH STOCK EXCHANGES:
Your Company continues to be listed on the Bombay Stock Exchange, where
the Company's shares are being traded. The company has paid listing fee
for the year 2015-16.
DEMATERIALISATION OF SHARES:
97% of the company's paid up Equity Share Capital is in dematerialized
form as on 31st March, 2015 and balance 3% is in physical form.
EXPLANATION OR COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT
REPORT:
There are no qualifications, reservations or adverse remarks or
disclaimer made by the statutory auditors in their audit report and by
the practicing company secretary in the secretarial audit report
accepts as under:
AUDITORS:
Statutory Auditors
As per provisions of Section 139(2) of the Companies Act, 2013 and
rules thereof, no listed company shall appoint or reappoint an audit
firm as auditor for more than two terms of five consecutive years.
Every company existing on the commencement of the Act is required to
comply with requirements of Section 139(2) within three years from the
date of commencement of the Act. The present Statutory Auditors of the
Company, M/s. Sanjay Raja Jain & Co, Chartered Accountants, (Firm
Registration No. 120132W), retire as Auditors of the Company at the
conclusion of the ensuing Annual General Meeting, and being eligible,
offer themselves for re-appointment. The Company has obtained written
certificate from the retiring auditors to the effect that the
appointment, if made, will be in accordance with the limit specified in
Section 141 of the Companies Act, 2013. The Board has recommended their
re-appointment to hold the office till the conclusion of next Annual
General meeting, i.e. within the transition period allowed as per the
Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. Martinho Ferrao,
Practicing Company Secretary to undertake Secretarial Audit of the
Company for the financial year 2014-15. The Secretarial Audit Report
contains qualification, reservation or adverse remark relating to the
appointment of the Company Secretary. The Board clarifies that the
Company has made the Advertisement and taken all necessary efforts to
appoint the Company Secretary.
COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee of the Company has been duly constituted having
three members namely:
i) Mr. Bhupendra T Shah
ii) Mr. Sureshchand P Jain
iii) Mr. Baldev V Boolani
*Sureshchand P Jain is the Chairman of the Audit Committee.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct, which is
applicable to the Members of the Board and all employees in the course
of day-to-day business operations of the Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure - C.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of
business of the Company.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in overseeing and approving the Company's enterprise wide
risk management framework and overseeing that all the risks that the
organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been indentified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks. The Risk Management Policy was reviewed and approved by the
Committee.
PARTICULARS OF EMPLOYEES:
Information as per Section 134 of the Companies Act, 2013 read with
Companies (Particulars of Employees) Rules, 1975 are given in the
statement which from a part of this report. However as per the
provisions of section 136 of the Companies Act, 2013, the report and
accounts are being sent to all shareholders of the Company excluding
the aforesaid information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
During the year under review, there were no cases filed pursuant to the
aforesaid Act.
ACKNOWLEDGEMENTS:
The Directors would like to thank all clients, Bankers for the
un-stinted support received from them during the year. The Directors
would also like to place on record their appreciation for the dedicated
efforts and services put in by the employees of the Company.
For and on behalf of the Board
Dated: 30/05/2015
Place: Mumbai SURESHCHAND P JAIN
Chairman
DIN: 00004402
Mar 31, 2012
The Directors have pleasure in presenting the 29th Annual Report of
the Company along with the audited statements of accounts for the year
ended March 31, 2012.
Financial Results
The standalone financial results of your Company for the financial year
ended March, 31, 2012 are summarized below :
(Amount in Rupees)
Particulars Year ended Year ended
March 31, 2012 March 31, 2011
Net Sales / Gross Income 3,36,22,318 5,63.10,390
Profit Before Tax 23,51,257 24,57,095
Provision for Taxation (including
deferred Tax) 7,03,686 6,64,535
Net Profit After Tax 16,47,571 17,92,560
Profit brought forward from Previous Year 73,06,412 79,11,359
Appropriation - Transferred to Reserve Fund 5,00,000 5,00,000
Transferred to General Reserve 5,00,000 5,00,000
Proposed Dividend 12,02,440 12,02,440
Tax on Proposed Dividend 1,95,066 1,95,066
Surplus carried to Balance Sheet 65,56,477 73,06,412
DIVIDEND
Your Directors are also pleased to recommend dividend for the year
ended March 31, 2012 @ 0.20 (2%) per equity share of Rs.10/- each
considering overall profitability and growth of the Company.
TURNOVER & OPERATIONS
The turnover of the Company for the year under review is Rs.336.22 lacs
as against Rs.563.10 lacs in the previous year which in the opinion of
the Directors are not satisfactory. Your Directors are hopeful to
improve the growth rate in turnover and profitability in current year.
Net profit after tax stood at Rs.16.48 lacs as against Rs.17.93 lacs in
the previous year.
PERFORMANCE OF THE COMPANY
During the year Company's performance deteriorated due to bad market
conditions and recessionary trend in the overall performance of
financial industry globally. The results of the Company for the year
under review bear a witness to the effort of the Board to sustain in an
environment of bad performance of financial industry globally. The
company has concentrated on its goals of consolidating and cutting cost
wherever possible.
The Management Discussion and Analysis Report deals with the operations
of your Company in detail and forms part of this Annual Report.
FIXED DEPOSITS
Your Company does not accept or hold any deposits and as such, no
amount of principal or interest on fixed deposits was outstanding on
the date of the Balance Sheet. The Company has not accepted any deposit
from the public during the year under review, to which the provisions
of Section 58A of the Companies Act, 1956 and the rules made there
under would apply.
DIRECTORS
Shri S.P.Jain and Shri Bhupendra T Shah, Directors of the Company
retire at the ensuing Annual General meeting and being eligible offer
themselves for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your
Directors, based on the representations received from the Operating
Management and after due enquiry, confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) they have, in the selection of the accounting policies, consulted
the statutory auditors and these have been applied consistently and
reasonable and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as at
31st March, 2012 and of the profit of the Company for the year ended on
that date;
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.
CASH FLOW STATEMENT
Cash flow statement pursuant to Clause 32 of the listing agreement is
attached herewith
SUBSIDIARIES
The company does not have any subsidiary company.
PARTICULARS OF EMPLOYEES
During the year under review none of the employees of the Company was
in receipt of remuneration in excess of the limits, specified under
section 217 (2A) of the Companies Act, 1956, whether employed for the
whole year or part thereof.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Corporate Governance
Report and Auditor's Certificate regarding compliance of conditions
of Corporate Govermance are made a part of the Annual Reports.
Your Company being a professionally run company, has always believed in
transparency and accountability. Your Company is fully compliant with
the revised Clause 49 of the Listing Agreement. A report on Corporate
Governance is attached to this report.
AUDITORS AND THEIR OBSERVATIONS
The present Auditors of the Company, M/s. SANJAY RAJA JAIN & CO,
Chartered Accountants, Mumbai, retire as auditors of the Company at the
ensuing Annual General Meeting and being eligible offers themselves for
reappointment. Members are required to reappoint Auditors and fix their
remuneration.
As required under the provisions of section 224 of the Companies Act,
1956, the Company has obtained written certificate from the above
Auditors proposed to be reappointed to the effect that their
reappointment, if made, would be in conformity with the limits
specified in the said section.
PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
This information is required as per Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 and forming part of the
Directors' Report for the year ended March 31, 2012.Since the
Company's operations involve low consumption of energy, the Company
has no comments to offer as far as (a) conservation of energy and (b)
Technology absorptions are concerned.
FOREIGN EXCHANGE
Foreign exchange earned during the period under consideration was Rs.
NIL Foreign exchange expenditure incurred during year amounted to
Rs.NIL
LISTING ARRANGEMENT
Your Company continues to be listed on the Stock Exchange. Mumbai where
the Company's shares are being traded. The company has paid listing
fee for the year 2012-13.
THE FINANCIAL AND OPERATIONAL PERFORMANCE
The financial statement is in confirmation with provisions of the
Companies Act,1956 and applicable accounting standard recommended by
the Institute of Chartered Accountants of India. The financial
statement reflects the genuine desire for the transparency and best
judgment for the estimates made on prudent and reasonable bases to
correctly reflect the true and fair affairs of the company.
SEGMENT WISE PERFORMANCE
Presently, company is dealing in single segment activity.
FUTURE PROSPECT / BUSINESS PLANS OF THE COMPANY
The opportunities ahead are immense and Company is fully geared to make
the most of them. The company has concentrated on its goals of
consolidating and cutting cost wherever possible. Various organization
development initiatives were undertaken during the year. These are
expected to help create a robust organization based on strong values,
uniform and systematic business processes and people empowerment.
ACKNOWLEDGEMENTS
The Directors would like to thank all clients, Bankers for the
un-stinted support received from them during the year. The Directors
would also like to place on record their appreciation for the dedicated
efforts and services put in by the employees of the Company.
For and on behalf of the Board
Dated: May 30, 2012
Place : Mumbai S. P. Jain
Chairman
Mar 31, 2010
The Board of Directors of your Company have pleasure in presenting the
18th Annual Report of the Company alongwith the Audited statement of
accounts and the Auditors Report for the year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS
Financial Results of the Company for the year under review are
summarized as under :
(Rs. in Lacs)
Year ended Year ended
31.03.2010 31.03.2009
Gross Income 773.74 91.21
Profit before Interest, Depreciation & Tax 475.36 54.09
Less / (Add) : Prior Period Items
expenses / (income) (0.76) (0.78)
Less : Interest 349.13 0.07
Less : Provision / Reversal of
Depreciation (2.78) 1.54
Less : Provisions of net of MAT
credit (Taxes) (13.70) 3.55
Net Profit after Tax 143.47 49.71
Less : Special Reserve (U/s 45-1C,
RBI Act, 1934) 28.69 9.94
Profit Brought Forward 497.75 457.98
Balance carried forward to Balance Sheet 612.53 497.75
RESULTS & PERFORMANCE OF THE COMPANY
The results of your Company have improved as compared to previous
years results. The Company proposes to make all its efforts to sustain
the trend of growth at a good pace in the coming years.
Total revenues for the year ended March, 31, 2010 amounted to Rs.
773.74 Lacs as compared to Rs. 91.21 Lacs in the previous year.
Profit before interest, depreciation and taxes for the financial year
2010, amounted to Rs. 475.36 Lacs. The Profit after Tax for the
financial year is 143.47 Lacs as against Rs. 49.71 Lacs in the previous
financial year, however, for the financial year ended 31st March, 2010,
the surplus carried to the Balance Sheet amounted to Rs. 612.53 Lacs as
against the surplus of Rs. 497.75 Lacs in the last financial year ended
31st March, 2009. The higher revenue and profit is largely attributable
to income from trading of shares and securities.
RBI GUIDELINES
The Company is registered with Reserve Bank of India as a NBFC and is
holding Certificate of Registration issued by Reserve Bank of India
under Section 45 I A of the RBI Act, 1934. The Company continues to
comply with all the requirements prescribed by the Reserve Bank of
India as applicable to it.
INVESTMENTS
Total investments of the Company is Rs. 34.43 crores, which includes
investments in Group / subsidiaries of Rs. 34.41 crores.
The market value of investment in quoted shares as on 31.03.2010 is Rs.
65.98 Crores and cost of investment in unquoted shares as on 31.03.2010
is Rs. 20.73 Lacs.
DIVIDEND
In order to conserve the resources, your Directors have decided not to
recommend any dividend on the Equity Shares of the Company for the
current financial year.
SHARE CAPITAL
During the year 2009-10 the Company after taking approval of the
shareholders in the General meeting held on 18th May 2009, issued
1755000 warrants on 28th May 2009, to two body corporates, other than
Promoters. The said warrants were issued with a right to subscribe
equal number of equity shares of Rs. 10/- each on conversion within a
period of 18 months from the date of allotment of these warrants.
The Company has converted the aforesaid warrants and issued 1755000
equity shares of the Company on 10th May 2010.
The Company after obtaining the approval of the members issued 2000000
convertible warrants on 21st May 2010 to one of the Promoters and to
two other members other than promoters. The said warrants were issued @
Rs. 23.54 per warrant with a right to subscribe equal number of equity
shares of Rs. 10/- each on conversion within a period of 18 months from
the date of allotment of these warrants.
ISSUE OF NCDs
Your Company had issued 3500000 secured non convertible debentures of
Rs. 100/- each aggregating to Rs. 35 Crores, through private placement.
The said NCDs were redeemed within the time period.
FIXED DEPOSITS
Your Company has neither accepted any Public Deposits during the year
nor the Company has any plan to accept any fixed deposits from the
public.
SUBSIDIARY COMPANIES
During the Financial Year ended March 31, 2010, the Company
incorporated its two wholly owned subsidiaries Moon Orchid Housing
Private Limited and Meadow Real Estate Private Limited on December 1,
2009.
Both the Companies will be engaged in the real estate business.
These subsidiary companies are non-material unlisted subsidiaries of
the Company.
In the group company namely Almondz Global Securities Limited (AGSL),
your Company Almondz Capital & Management Services Ltd. (ACMS) held
49.97% of voting rights, Almondz Insurance Brokers Pvt. Ltd. (AIBPL)
held 0.13% voting rights and rest voting rights of 49.90% was with
others as on 31st March 2010. As per Section 42(3) of the Companies
Act, 1956, AIBPL being subsidiary of AGSL did not have right to vote on
those shares, accordingly total voting rights in AGSL reduced by 0.13%
resulting into increase in voting power of ACMS to 50.03% in AGSL and
thus AGSL became a subsidiary of ACMS in terms of provisions of Section
4 of the Companies Act,1956.
Accordingly as per the provisions of Section 4 (1) (c) of the Companies
Act, 1956 all the 5 subsidiaries of AGSL also became subsidiaries of
ACMS as on 31st March 2010.
However, Almondz Insurance Brokers Pvt. Ltd. (AIBPL) has sold some of
its shares on 10-06-2010 resulting its holding in AGSL reduced to 0.05%
and accordingly total voting rights in AGSL reduced by 0.05%. Out of
total voting rights, ACMS has only 49.99% voting rights in AGSL and
accordingly AGSL and all its subsidiaries ceased to be subsidiaries of
ACMS w.e.f.10-06-2010.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements, drawn up in accordance with the
applicable Accounting Standards, form part of the Annual Report. In
view of this and in accordance with the approval granted by the Central
Government under Section 212(8) of the Companies Act, 1956, the Balance
Sheet, Profit and Loss Account, Report of the Board of Directors and
Report of the Auditors of the Subsidiary Companies, have not been
attached to the Balance Sheet of your Company. The financial
information relating to all the Subsidiary Companies, in the aggregate,
has been disclosed in the consolidated financial statements, as
required by the Central Government as part of its approval. The
consolidated financial statement attached to this Annual Report is
prepared in compliance with Accounting Standard and Listing Agreement
prescribed by SEBI.
Further,
- The details of accounts of all the Subsidiary Companies have been
posted by your Company on its website à www. almondzcapital.com
- The annual accounts of the Subsidiary Companies and related detailed
information will be made available to the members upon request.
- Annual accounts of the Subsidiary Companies will be available for
inspection by the members, at the head offices of the Company and the
Subsidiary Companies concerned.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, covering matters listed
in Clause 49 of the Listing Agreement for the year under review, is
given as a separate statement elsewhere in the Annual Report.
DIRECTORS
Mr. Harjit Singh Sudershan Sethi was appointed as an Additional
Director by the Board with effect from May 29, 2010. In accordance with
Section 260 of the Companies Act, 1956, he will hold office only up to
the date of the ensuing Annual General Meeting. Being eligible, he
offers himself for re-appointment.
In accordance with the provision of the Companies Act, 1956 and
Articles of Association of the Company Mr. Sanjay Grover retires at the
18th Annual General Meeting and being eligible offers himself for
reappointment.
A brief resume of the Directors being appointed / re-appointed, nature
of their expertise in the specific functional areas is mentioned in the
Corporate Governance section. Other details of Directors and names of
companies in which they hold the Directorship and / or Membership /
Chairmanship of Committees of the Board, as stipulated under Clause 49
of the Listing Agreement, is given in the Statement of Corporate
Governance elsewhere in the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors Responsibility Statement, it
is hereby confirmed :
(a) that in preparation of the Balance Sheet and the Profit & Loss
Account of the Company, the applicable accounting standards have been
followed alongwith the proper explanation relating to the material
departures;
(b) that the Directors have selected such accounting policies and
applied them consistently and made judgements 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 or 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
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS AND AUDITORS REPORT
M/s H. V. & Associates, Chartered Accountants, Statutory Auditors of
the Company will retire at the conclusion of the forthcoming Annual
General Meeting are recommended to be re- appointed as Auditors of the
Company. A letter from them confirming that, if they are re-appointed
as the Statutory auditors of the Company, such appointment will be in
accordance with the provisions of Section 224(1B) of the Companies Act,
1956, and they are not disqualified in terms of Section 226 of the
Companies Act, 1956, from being appointed as the Statutory Auditors of
the Company, has been received.
The notes to the accounts referred to in the Auditors Report are
self-explanatory and therefore, do not call for any further comments.
STATUTORY STATEMENT
The statements, pursuant to Section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, with respect to the conservation of
energy, technology absorption, foreign exchange earnings and outgo are
not applicable to your Company.
Your Company has not paid any remuneration to any of the employees of
the Company attracting the provisions of Companies (Particulars of
Employees) Rules, 1975, read with Section 217 (2A) of the Companies,
Act, 1956, as amended to date. Hence, no information is required to be
appended to the Repot in this regard.
Your Company has not accepted any Fixed Deposits during the year under
review.
The Equity shares of the Company are listed at Delhi Stock Exchange
Ltd., and Bombay Stock Exchange Ltd. and the Annual Listing fees have
been paid to each of these Stock Exchanges.
CORPORATE GOVERNANCE
Your Company is committed to the tenets of good Corporate Governance
and has taken adequate steps to ensure that the requirements of
Corporate Governance as laid down in Clause 49 of the Listing Agreement
are complied with.
The Report on Corporate Governance forms part of the Directors Report,
and is annexed herewith.
As required by the Listing Agreement, Auditors Report on Corporate
Governance and a declaration by the Managing Director with regard to
Code of Conduct are attached to the said Report. The Management
Discussion & Analysis is given as a separate statement forming part of
the Annual Report.
Further, as required under Clause 49 of the Listing Agreement, a
certificate, duly signed by the Managing Director and Chief Financial
Officer on the Financial Statements of the Company for the year ended
March 31, 2010, was submitted to the Board of Directors at their
meeting held on August 13, 2010. The certificate is attached to the
Report on Corporate Governance.
GROUP
The following persons constitute the Group pursuant to Regulation 3 (1)
(e) of SEBI (substantial aquisition of shares and takeovers)
Regulations, 1997 :
Mr. Navjeet Singh Sobti
Ms. Gurpreet N S Sobti
Innovative Money Matters Pvt. Ltd.
Almondz Global Securities Ltd.
or any other Company, firm or trust promoted or controlled by the
above.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their sincere
appreciation for the excellent support and co-operation received from
the Banks and Financial Institutions, for the continued enthusiasm,
total commitment, dedication and efforts of the employees of the
Company. We are also deeply grateful for the continued confidence and
faith reposed on us by the Shareholders.
For and on behalf of the Board of Directors
Ramesh Peer G. P. Agrawal
Managing Director Director
New Delhi
13th August, 2010