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Directors Report of Sahyog Multibase Ltd.

Mar 31, 2015

The Directors have pleasure in submitting Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance, for the year ended 31st March, 2015 and the corresponding Figures for the last year are summarized below:-

(Amount in Rupees)

Particulars 2014-2015 2013-2014

Net Sales /Income from Business Operations 6,79,550 6,98,515

Other Income 7,56,980 6,93,931

Total Income 14,36,530 13,92,446

Gross Expenditure 9,82,808 10,20,021

Less Interest 0.00 0.00

Profit before Depreciation 4,53,722 3,72,425

Less Depreciation 212 86,351

Profit after depreciation and Interest/Net Profit Before Tax 4,53,510 2,86,081

Less Exceptional items 1,637 0.00

Profit before extraordinary items and tax 4,51,873 2,86,081

Less Current Tax 1,35,000 1,15,081

Less Previous year adjustment of Income Tax 0.00 0.00

Less Deferred Tax 0.00 0.00

Net Profit after Tax 3,16,873 1,70,993

Earnings per Share (Basic) 0.10 0.05

Earnings per Share (Diluted) 0.10 0.05

STATE OF AFFAIRS OF COMPANY

During the year under review the Company has earned a net profit before tax of Rs. 4.51 lacs as against Rs. 2.86 Lac in the previous financial year 2013-14 respectively.

Reserves and Surplus of the Company stands at Rs. 2, 78,783/- as on 31st March, 2015.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

Securities of your Company has been listed with Delhi Stock Exchange Limited since 1997 during the year under review, SEBI has de-recognized DSE vide circular dated 19th November, 2014 hence, DSE is no longer a recognized stock exchange where its securities cannot be traded. The Company is under process of applying for listing of its securities at Bombay Stock Exchange Limited to provide a trading platform for members of the Company.

DIVIDEND

Your directors do not recommend payment of dividend for the financial year 2014-15.

SHARE CAPITAL

Authorized Capital: As on 31st March, 2015 the Authorized Share Capital of the Company stands at Rs.3, 50, 00,000/- (Three Crores and Fifty Lac) divided into 35, 00,000 (Thirty Five Lac) Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid up Capital stands at 30, 60,000 (Thirty lacs Sixty Thousand) Equity Shares of Rs.10/- each aggregating to Rs. 3, 06, 00,000/-(Rupees Three Crores Six Lacs only).

DIRECTORS

The Company has undergone a complete management change during the year under review. The changes in composition of Board of Directors of the Company are as under:-

Name Appointment/Cessation Date Remarks

Sachin Dewan 25.03.2015 Cessation

Vineet Gupta 25.03.2015 Cessation

Vikas Garg 20.04.2015 Cessation

Naresh Kumar Singhal 17.02.2015 Cessation

Pankaj Kumar Gupta 28.10.2014 Appointment (Additional Director)

Seema Garg 31.03.2015 Appointment (Additional Director)

Karan Kapoor 18.04.2015 Appointment (Additional Director)

Sunil Kapoor 18.04.2015 Appointment (Additional Director)

Mr. Karan Kapoor who was appointed as Additional Director of the Company on 18.04.2015 and has been designated as Key Managerial Personnel by appointment as Managing Director of the Company subject to the approval of members at the ensuing Annual General Meeting.

STATUTORY AUDITORS

M/s ARSK & Associates, Chartered Accountants (Firm Registration No. 315082E), New Delhi shall retire at the ensuing general meeting of the Company and being eligible has offered themselves for re-appointment. Their appointment is proposed for 2 (Two) years from the conclusion of ensuing Annual General Meeting to the conclusion of 27th Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their appointment if confirmed, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The report of the Auditors together with notes to accounts are forming part of the Balance Sheet and the Cash Flow Statement as at 31st March, 2015 and the Statement of Profit & Loss for the year ended on that date which are self explanatory and do not call for any further explanation from the Directors.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure I and is attached to this Report.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

INTERNAL CONTROL SYSTEMS

The Board is of the opinion that adequate internal controls exists in the Company commensurate with the size and operations of the Company. The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Company's business and Financial Statements. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses.

Internal Control Systems are implemented to safeguard the Company's assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakage, to provide adequate financial and accounting controls and implement accounting standards.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has taken loan of Rs. 46,30,000/- From M/s Athena Multithread Private Limited (erstwhile Good life Impel Private Limited) in terms of Section 186 of the Companies Act, 2013. There are no other Loans, Guarantees, Security etc. availed by the Company from any other Body Corporate. The Company is also not availing any facilities from Banks/Financial Institutions.

Other unsecured loans represents loans from Directors are taken by the Company from its Directors from time to time.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has not entered into any material related party transactions in terms of Section 188 of Companies Act, 2013, Hence, disclosures under this head are not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, adoption and innovations do not apply to our Company being a NBFC. The Company does not have any foreign exchange earnings and outgo during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the directors had 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 and loss of the Company for that period;

3. the directors had 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;

4. the directors had prepared the annual accounts on a going concern basis; and

5. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your directors place on the record their sincere appreciation for the valuable assistance and continued support received from our esteemed customers, government authorities, financial institutions, banks and shareholders of the Company. We further express our gratitude to all our employees for their committed services to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date: 14.08.2015 (Karan Kapoor) (Pankaj Kumar Gupta)

Place: New Delhi Managing Director Director

DIN: 07161520 DIN: 07003962


Mar 31, 2014

The Directors have pleasure in presenting the 23rd (Twenty Third) Annual Report of your Company and Audited Statement of Accounts for the year ended 31s March, 2014.

FINANCIAL OPERATIONS

The Financial results of the Company for the year ended 31st March, 2014 are as follows:-

Particulars Amount (Rupees)

2013-2014 2012-2013

Profit/Loss Before Tax and Depreciation 372,425 217,560

Less: Depreciation/Tax 86,351 0.00

Profit/(Loss) Before Tax 286,081 217,560

Add: Excess Provisions W/Back FBT

Previous year 0.00 0.00 Less: Provision for Income Tax 115,081 67,226

Less: Taxes for earlier years - 34,194

Deferred Tax Net - -

Profit/Loss) after Tax 170,993 116,140

Provision of Deferred Tax of Earlier Years W/Back 0.00 0.00

Provision of Deferred Tax of Earlier Years W/Back 0.00 0.00

Add: Previous Year Profit/Loss Brought

Forward 0.00 0.00

Profit/(Loss) for the year carried to the

Balance Sheet 170,99 116,140

FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Financial Statements pursuant to clause 32 read with clause 41 of the Listing Agreement with the Stock Exchanges and prepared in accordance with the Accounting Standards of the Institute of Chartered Accountants of India,

DIVIDEND

Taking into consideration the future plans & policies of the Company and subsequently requirements of the funds, the management is of the view that the Company earned the profit during the year must be retained and redeployed for the operations of the Company. Therefore the Boards of Directors does not recommend any dividend for the year ended on March 31st, 2014.

DIRECTORS

Mr. Ghanshyam Prashad Gupta and Mr. Sachin Dewan Directors of the Company retire by rotation and being eligible offers themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

LISTING OF SECURITIES

The Company Securities are listed at the Delhi Stock Exchange Limited. The Annual Listing Fee including service tax for the year 2014-15 has been paid to the Stock Exchange.

AUDITORS

M/s Akhil Mittal & Co., Chartered Accountants, being the Statutory Auditors of the Company will retire at the conclusion of forthcoming Annual General Meeting and M/s. ARSK & Associates, Chartered Accountants, be and are hereby appointed as the Auditors of the Company, in place of retiring auditors M/s Akhil Mittal & Co, Chartered Accountants, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting at such terms and conditions, including remuneration, as may be determined by the Directors.

AUDITORS' OBSERVATIONS

The notes to accounts forming part of Balance Sheet and the Profit & Loss Account as at 31st March, 2014, referred to in the Auditors Report are self explanatory and do not call for any further particulars.

COMPLIANCE CERTIFICATE

A certificate issued by M/s. Loveneet Handa & Associates, Company Secretaries, in terms of the provisions of Section 383 A of the Companies Act, 1956 to the effect that the company has complied with the applicable provisions of the said Act is attached to this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Director's Responsibility Statement pursuant to section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirm:

1. That in the preparation of Annual Accounts the applicable accounting standards had been followed along with proper explanation relation to material departures;

2. That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the company at the end of financial year and of the Profit and loss of the Company for that period;

3. That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That your Directors have prepared the Annual Accounts on a Going Concern Basis.

PUBLIC DEPOSITS

The Company has not invited, accepted or renewed any deposits from the public covered under section 58A of the Companies Act, 1956 during the year under review,

INFORMATION AS REQUIRED UNDER PHAREGRAPH 10 OF THE PART II OF NBFC (RB) DIRECTIONS 1977 OF RESERVE BANK OF INDIA

a. The total number of depositors of the Company whose deposits have not been claimed by the depositors or paid by the Company after the date on which the deposit become due for repayment or renewal as the case may be according to the contract with the depositors or the provision of these directors whichever may applicable NIL

b. The total amount due to depositors and remaining unclaimed or unpaid beyond the date referred to in clause (a) as aforesaid NIL

INFORMATION PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT. 1956

The statement of information as required under section 217(2A) of the Companies Act, 1956 read with Companies {Particulars of Employees) Rules, 1975 in respect of employees of SAHYOG CREDITS LIMITED does not apply.

PARTICULARS REQUIRED TO BE FURNISHED IN TERMS OF COMPANIES (DISCLOSURE OF

PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988

A. Conversation of Energy

The disclosure of particulars with respect of conservation of energy pursuant of 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 to the Company. However the company has made best efforts and adopted all relevant measure for conservation of the energy.

B. Technology Absorption

The Company has not carried out any specific research and development activities. Accordingly the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. Foreign Exchange Earnings and outgo

There was no transaction of foreign exchange during the period under review.

ACKNOWLEDGEMENT

Your Directors highly appreciate the unconditional co-operation and support extended by the Bankers, other financial agencies, Customers and above all employees of the Company, without whom the Company would not have reached up to this level.

Dated: 17th September, 2014 By Order of the Board

Place: New Delhi For Sahyog Credits Limited



Naresh Kumar Singhal

Chairman


Mar 31, 2012

The Directors of your Company take pleasure in presenting before you the 21st Annual Report of the Company together with the Audited Financial Statements for the financial year ending 31st March, 2012

FINANCIAL RESULTS

Description Amount (Rs.) Amount (Rs.) Year ended Year ended 31.03.2012 31.03.2011

Profit/Loss Before Tax 46,890 3,11,601

Less: Provision for Income Tax (14,500) (98,000)

Less: Adjustment of Deferred Tax

Liabilities (26,010) (2,69,950)

Add: Tax adjustment for earlier years - (,312,84)

Profit after Income Tax 6,380 (87,633)

Loss B/F from previous year (3,31,603) (2,43,970)

Balance Loss being carried forward to Balance Sheet (3,25,223) (3,31,603)

During the year under review the Company earned a profit of Rs. 46,890/- as compared to Rs. 3 11,601/- earned in the previous year. Your Directors are hopeful for better performance of Company in the coming years.

DIVIDEND

The directors do not recommend any dividend for the financial year ending 31st March, 2012 taking into consideration the future requirement of funds.

AUDITOR'S REPORT

The observation made by the Auditors in their report are self-explanatory and do not require any further clarification.

AUDITORS

The Statutory Auditors of the Company, M/s R. K. Rathi & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They being eligible offer themselves for re-appointment as the Auditors of the Company.

Your Directors recommend their re-appointment as the Statutory Auditors of the Company.

DIRECTORS

The Board of Directors of the Company is duly constituted. During the year Mr. Naresh Kumar Singhal and Mr. Sachin Dewan was appointed as Additional Director w.e.f. m25/07/2012. None of the Directors of the Company is disqualified under the provisions of section 274(1] [g] of the Companies Act, 1956.

As on the date of this report, Board consists of the following members:-

S. No Name of the DIN Designation Date of Directors Appointment

1. Ghanshyam Prasad 00287019 Director 12/11/2009 Gupta

2. Shervon Chhajed 00509219 Director 29/08/2002

3. Manoj Bansal 02122060 Director 29/08/2002

4. Atma Ram Bansal 02312423 Director 29/08/2002

5. Ramesh Kumar 02313366 Director 29/08/2002 Dudani

6. Naresh Kumar 02987526 Additional 25/07/2012 Singhal Director

7. Sachin Dewan 03090690 Additional 25/07/2012 Director

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing agreement with the Stock Exchanges. A report on Corporate Governance, certificate of compliance from the Company Secretary in Practice and Management's Discussion & Analysis are attached with this Report.

AUDIT COMMITTEE

The Audit Committee comprises three members i.e. Mr. Shervon Chhajed and Mr. Manoj Kumar Bansal as the members and Mr. Ghanshyam Prasad Gupta as the Chairman of the meeting. The composition of the Audit Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement.

DEPOSITS

The Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 and Non Banking Financial Companies Acceptance of Public Deposits [Reserve Bank) Directions, 1998 during the financial year under review.

INFORMATION AS REQUIRED UNDER PHARAGRAPH 10 OF THE PART II OF NBFC RBI DIRECTIONS 1977 OF RESERVE BANK OF INDIA

a) The total number of depositors of the company whose deposits have not been claimed by the depositors or paid by the company after the date on which the deposit become due for repayment or renewal as the case may be according to the contract with the depositors or the provision of these directions whichever may be applicable. NIL

b) The total amount due to depositors and remaining unclaimed or unpaid beyond the date referred to in clause (a] as aforesaid. NIL

COMPLIANCE CERTIFICATE

As per the requirements of Section 383A of the Companies Act, 1956, the Compliance Certificate regarding compliance by the Company of various requirements of the Companies Act, 1956 and the rules made there under has been obtained from M/s Grover Ahuja & Associates, Company Secretaries for the year ending 31st March, 2012 and the same is attached herewith, forming part of this report.

INFORMATION PURSUANT OT SECTION 217 f2A) OF THE COMPANIES ACT 1956

The above section is not application to the Company as none of the employee of the Company is receiving the remuneration exceeding Rs. 5,00,000/- P.M or Rs 60 00,000/-p.a.

PARTICULARS REQUIRED TO BE FURNISHED IN TERMS OF COMPANIES DISCLOSIJRE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS! RULES. 1988

A. Conservation of Energy

The disclosure of particulars with respect to conservation of energy pursuant to Section 217 (l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company makes has made best efforts and adopted all relevant measures for conservation of the energy.

B. Technology Absorption

The Company has not carried out any specific research and development activities. Accordingly the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. Foreign Exchange Earnings and Outgo

There was no transaction of foreign exchange during the period under review.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 T2AA1 OF THE COMPANIES ACT. 1956

Directors confirm: -

(i). that in preparation of the Annual Accounts, the applicable Accounting Standards and provisions of revised schedule VI of the Companies Act, 1956, which has came into force w.e.f. April 2011 applicable on all Companies, had been followed along with proper explanation relating to material departures;

(ii). that the Directors had 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 or loss of the Company for that period;

(iii), that 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). that the Directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your directors also express their appreciation for the wholehearted support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Place: New Delhi Chairman of the Meeting

Dated: 31st August, 2012

 
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