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Directors Report of Saraswati Commercial (India) Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 31st Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS:

(Amount in Lacs) Particulars Year ended Year ended 31.03.2014 31.03.2013

Revenue from operations and other income 2212.07 54.26

Profit before Finance Cost, Depreciation, Extraordinary items and Tax 105.88 44.18

Less: Finance cost 101.60 0.01

Less: Depreciation 0.03 0.00

Profit before Tax 4.25 44.17

Add/(Less): Provision for Taxation

a) Current (1.20) (8.00)

b) Current Tax expense relating to prior years 0.07 -

c) Deferred Tax Expenses 0.65 0.46

Net Profit after Taxation 3.77 35.71

Balance brought forward from Previous Year 827.27 798.70

Less: Transferred to Reserves U/s 45IC of RBI Act 0.75 7.14

Balance Carried to balance sheet 830.29 827.27



2. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2014 with a view to conserve the resources for future.

3. OPERATIONS & PERFORMANCE:

During the year ended 31st March, 2014, your Company achieved a total income aggregating to Rs. 2212.07 lakhs. After providing for Depreciation and Finance Charges, the Company has registered a profit before tax of Rs. 4.25 Lakhs. After making provision for tax in respect of current year, the profit after tax is of Rs. 3.77 lakhs has been carried to the Balance sheet. The Company maintains adequate internal control systems covering all its operational areas.

Your Directors are putting in their efforts and are hopeful of improved working during the years to come.

4. OTHER MATTER :

The Board of Directors of the Company at its meeting held on 26.07.2014 has considered and in- principally approved the proposed merger of Aroni Commercials Limited with Saraswati Commercial (India) Limited and the same would be implemented subject to the approval of members of the company, Stock Exchanges where the shares of the company are listed and all such other statutory approval as may be required for this purpose.

5. DIRECTORS:

Mr. Anilkumar Rajan, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mrs. Babita Thakar was appointed as an Additional Director of the Company w.e.f 26th July, 2014 pursuant to Section 161 of the Companies Act, 2013 read with the Articles of Association of the Company. She will hold the office as such till the ensuing Annual General Meeting.

Under Section 149 of the Companies Act, 2013 and Rules made thereunder, an Independent Director now shall hold office for a term of 5 (five) consecutive years on the Board of the Company and is not subject to retire by rotation. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, and Rules made thereunder, Mrs. Babita Thakar and Mr. Umaidmal Kala being eligible are offering themselves for re-appointment. The Company has received Notice under section 160 of the said act from the member of the company proposing their candidature for office of Director of the Company and are proposed to be re-appointed as Independent Directors of the Company for a term of 5 (five) consecutive years.

A brief profile of Directors proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

- that 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.

- that the annual accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

7. AUDITORS:

M/s Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received intimation to the effect that the proposed re-appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013 and Rules made thereunder.

The said Auditors have confirmed their willingness to accept office, if re-appointed. The Board on the recommendation of the Audit Committee have proposed the re- appointment of M/s Ajmera Ajmera & Associates as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of next AGM at such remuneration to be decided by the Board of Directors in consultation with the said Auditors.

Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

8. AUDITORS'' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2014 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956 as it does not contain any qualification in the same.

9. SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

10. PUBLIC DEPOSITS:

During the year the Company has not accepted any deposits from public.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

12. PARTICULARS OF EMPLOYEES:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

13. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Banks and Statutory Authorities. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

SD/- HARISINGH SHYAMSUKHA CHAIRMAN Place : Mumbai DIN: 00033325 Dated: 07.08. 2014


Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS :

(Amount in Lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Revenue from operations and other income 94.01 384.30

Profit before Finance Cost, Depreciation, 78.92 376.67 Extraordinary items and Tax

Less: Finance cost 0.22 26.76

Less: Depreciation - -

Profit before Tax 78.70 349.91

Add/(Less): Provision for Taxation

a) Current 15.00 (67.00)

b) Current Tax expense relating to prior years (1.32) _

c) Deferred Tax Expenses (5.78) 6.25

Net Profit after Taxation 59.24 289.16

Balance brought forward from Previous Year 751.31 519.98

Less: Transferred to Reserves U/s 45IC of RBI Act 11.84 57.83

Balance Carried to balance sheet 798.71 751.31

2. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2012 with a view to conserve the resources for future.

3. OPERATIONS & PERFORMANCE:

During the year ended 31st March, 2012, your Company achieved a total income aggregating to Rs. 94.01 Lacs. After providing for Depreciation and Finance Charges, the Company has registered a profit before tax of Rs. 78.70 Lacs. After making provision for tax in respect of current year, the profit after tax is of Rs. 59.24 Lacs has been carried to the Balance sheet. The Company maintains adequate internal control systems covering all its operational areas.

Your Directors are putting in their efforts and are hopeful of improved working during the years to come.

4. DIRECTORS:

Mr. Umaidmal Kala, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

- that 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.

- that the annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

6. DELISTING OF COMPANY'S SHARES FROM CALCUTTA STOCK EXCHANGE

Your company has got the approval from The Calcutta Stock Exchange Limited for voluntary delisting of its shares from their exchange and with effect from 15th May, 2012 company's shares has been delisted from the exchange.

7. AUDITORS:

M/s Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

8. AUDITORS' REPORT:

The notes to the accounts and remarks referred in the Auditors' report are self explanatory and therefore do not call for any further comments.

The Auditors in their report remarked that subject to note no. 19.3 regarding valuation of stock in trade of shares at cost instead of at lower of cost or market value and note no.19.5 on nondisclosure of defined benefits as per AS-15, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by their report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

With regard to valuation of stock in trade of shares Management is of the view that the impact of the decrease in stock valuation is very minute in comparison to the total investment size of the company and it is temporary in nature. Hence following its consistent accounting policy the stock has been valued at cost. With regard to defined benefits as per the AS 15 Management would like to state that currently none of the employee of the company are eligible for the these benefits, hence no provisions has been made in these accounts.

9. SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

10. PUBLIC DEPOSITS:

During the year the Company has not accepted any deposits from public.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)

PARTICULARS 2011-2012 2010-2011

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

12. PARTICULARS OF EMPLOYEES:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

13. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co- operation from the Investors, Banks and Statutory Authorities. Your Directors express their deep appreciation to the Company's employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Mumbai Harisingh Shyamsukha Anilkumar Rajan

Dated : 29th May, 2012 Director Director


Mar 31, 2011

Dear Members,

The Members,Your Directors have pleasure in presenting the 28th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2011.

Financial highlights :

(Amount in Lacs)

Particulars Year ended Year ended 31.03.2011 31.03.2010

Sales and other Income 384.30 588.70

Profit before Interest, Depreciation, and Tax 376.67 579.66

Less: Interest 26.76 -

Less: Depreciation - -

Profit before Tax 349.91 579.66

Add/(Less) : Provision for Taxation

a) for earlier year

b) Current Tax (67.00) (96.00)

c) Deferred Tax 6.25 -

Net Profit after Taxation 289.16 483.66

Add: Balance brought forward from Previous Year 519.99 133.06

Less : Transferred to Reserved U/F 45IC of RBI Act. 57.83 96.73

Balance carried to Balance Sheet 751.32 519.99

Dividend:

Your Directors are not recommending any dividend for the year ended on 31st March 2011 to conserve the resources for future.

Operations & Performance:

During the year ended 31st March, 2011, your Company achieved a total income aggregating to Rs. 384.30 Lacs . After providing for Depreciation and Finance Charges, the Company has registered a profit before tax of Rs. 349.91 Lacs. After making provision for tax in respect of current year, the profit after tax of Rs. 289.16 Lacs has been carried to the Balance sheet.

The Company maintains adequate internal control systems covering all its operation areas. The Directors are putting in their efforts and are hopeful of improved working during the years to come.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Directors:

Shri Anilkumar Rajan, Director, retire by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

A brief profile of Director proposed to be appointed/ re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Public deposits:

The company has not accepted any deposits from public.

Particulars of Employees:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for that period;

- That 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.

- That the annual accounts for the year ended March 31, 2011 have been prepared on a going concern basis.

Auditors:

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2011 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services. Hence the particulars as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities. Your Directors express their deep appreciation to the Company's employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

Umaidmal J. Kala Anilkumar Rajan Director Director

Place : Mumbai Dated : 12th August, 2011






Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2010.

Financial highlights:

(Amount in Rs.)

Year ended Year ended

31.03.2010 31.03.2009

Sales and other Income 58870222.66 2432839.00

Profit before Interest, Depreciation, and Tax 57965862.31 1995751.00

Less: Interest - 45.00

Less: Depreciation 238.00 392.00

Profit before Tax 57965624.31 1995314.00

Add/(Less): Provision for Taxation

a) for earlier year 292.00

b) Current Tax (9600000.00) (25000.00

c) Deferred Tax 28.00 66.00

Net Profit after Taxation 48365652.31 1970672.00

Add: Balance brought forward from Previous Year 13306374.89 11729837.00

Less : Transferred to Reserved U/F 45IC of RBI Act. 9673130.00 394134.00

Balance carried to Balance Sheet 51998897.20 13306375.00

Dividend :

Your Directors are not recommending any dividend for the year ended on 31st March 2010 to conserve the resources for future.

Operations & Performance :

During the year ended 31st March, 2010, your Company achieved a total income aggregating to Rs. 58,870,222.66. After providing for Depreciation and Finance Charges, the Company has registered a profit before tax of Rs. 57,965,624.31. After making provision for tax in respect of current year, the profit after tax of Rs. 48,365,652.31 has been carried to the Balance sheet.

The Company maintains adequate internal control systems covering all its operation areas. The Directors are putting in their efforts and are hopeful of improved working during the years to come.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Directors :

Shri Harisingh Shyamsukha, Director, retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Shri Jayshukhlal N. Shah was resigned as director of the Company on 14th January, 2010. The Board places on record their deep appreciation for the services rendered by Shri Jayshukhlal N. Shah during his respective tenure on the Board.

Shri Umaidmal J Kala was appointed as an Additional Directors of the Company w.e.f 14th January, 2010 pursuant to Section 260 of the Companies Act, 1956 read with the Articles of Association of the Company. He will hold his office as such till the ensuing Annual General Meeting. The Company has received a Notice under Section 257 of the said act from a shareholder proposing the candidature of the said Additional Director for the office of Director of the Company.

A brief profile of Directors proposed to be appointed/ re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Public deposits :

The company has not accepted any deposits from public.

Voluntary De-listing of Equity Shares of the Company from The Calcutta Stock Exchange Limited [CSE]:

We know that the Companys Equity Shares Listed on Bombay Stock Exchange Limited [BSE] and The Calcutta Stock Exchange Limited [CSE]. The Board has reviewed the past record and found that none of the shares of the company were traded on the CSE for the last few years. Therefore it was now proposed by the Board of Directors to get its shares Voluntarily de - listed from CSE and continued with their listing at BSE only The Company is now proposing to get necessary approvals for this de - listing from its members and CSE.

Particulars of Employees :

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors Responsibility Statement :

Pursuant to the requirements of Section 217(2 A A) of the Companies Act, 1956, your Directors confirm the following:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for that period;

- That 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. That the annual accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

Auditors :

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors Report :

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31" March, 2010 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate :

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A] Conservation of Energy and Technology Absorption :

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo :

(Rs. In Lacs)

PARTICULARS 2009-2010 2008-2009

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

Acknowledgements :

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Companys employees at all levels for their unstinted efforts and valuable contributions during the year.



For and on behalf of the Board of Directors

Place : Mumbai Harisingh Shyamsukha Anilkumar Rajan

Dated : 29th May, 2010 Director Director

 
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