Mar 31, 2015
Dear Members:
The Directors have pleasure in submitting the 32nd Annual Report of
the Company together with the audited Annual Accounts showing the
financial position of the Company for the year ended on 31st March
2015.
The State of Company's affairs and Financial Results:
The Company is an investment and finance Company and has invested funds
in Shares, Securities, Venture Capital Fund, Properties, Loans and
Advances. The Financial & Operational performance during the year was
as under:
Rupees in lacs
GROSS INCOME 17.63
Gross Operating Profit 4.84
Depreciation 0.04
PROFIT BEFORE TAX 4.80
Provision for Taxation 0.81
PROFIT AFTER TAX 3.99
Dividend and Transfer to Reserves:
Your Directors do not recommend any dividend for the year ended on 31st
March 2015. An amount of Rs. One Lac has been transferred from surplus
balance in Statement of Profit And Loss to general reserve during the
year.
Directors and Key Managerial Personnel:
Mrs. S. Tulsyan retires from the Board by rotation and being eligible
offers herself for re-appointment as director.
Considering its limited operations and budget constraints, the Company
is looking for Key Managerial Personnel who are willing to join at
reasonable terms and simultaneously is in the process of developing
adequate infrastructure and support facility for the same. These
appointments shall be made at the earliest possible time.
During the year five board meetings were convened and held.
The Independent Directors have given declarations under Section 149(7)
of the Companies Act, 2013, that they meet the criteria of independence
as provided under Section 149(6) of the Companies Act, 2013.
Apart from sitting fees paid to independent director no other
remuneration is paid to directors. Commensurate with very limited size
of operations of the company the Board has, on recommendation of the
Nomination and Remuneration Committee, framed a policy for selection
and appointment of Directors and Senior Management and their
remuneration. As per company's policy the independent director should
possess fair professional qualification, sound ethics and attributes
and should meet the criteria of independence.
Commensurate with very limited size of operations of the company, the
Board, on recommendation of the Nomination and Remuneration Committee,
has adopted a framework for performance evaluation of the Board, its
Committees, individual directors and chairperson through a survey
questionnaire. The survey questionnaire broadly covers various aspects
of board functioning, composition of Board and its committees, culture,
execution and performance of specific duties, obligation and
governance.
Particulars of loans, guarantees or investment:
The Company, a non banking finance company registered with Reserve bank
of India, is engaged in investment and lending activities. The
provisions of section 186 of the Companies, Act 2013 are not applicable
to it.
Audit Committee:
The Company has constituted an audit committee with Mr. S Rathi as
chairman, Mr. K K Agrawal as independent member and Mr. Ashok S
Tulsyan as director. All recommendations of audit committee have been
accepted by the board.
Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the
information and explanations obtained, your Directors make the
following statements in terms of Section 134(3)(C) of the Companies
Act, 2013:
a. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. 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 and loss of the company for that period;
c. That 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;
d. That the directors had prepared the annual accounts on a going
concern basis; and
e. 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.
f. That 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.
Auditors:
M/s Mittal & Mittal, Chartered Accountants, retire as Auditors of the
Company at the ensuing Annual General Meeting and are eligible for
re-appointment. They have expressed their willingness to act as auditor
and confirmed that their appointment, if made, would be in conformity
with section 141 of the Companies Act, 2013.
Risk Management Policy:
Commensurate with its very limited size of operations the Company is
keeping a close watch on the trends in industry for lending of funds
and making investments. It is also taking into account the possible
threats due to external factors.
Corporate Social Responsibility:
It is your company's belief that its primary goal is to fulfill
responsibility towards its all constituents i.e. shareholders,
customers, government, regulatory bodies, etc. The company maintains
fair and ethical practices in its dealings as part of its social
responsibility. Further provisions of section 135 of the act are not
applicable to the company.
Vigil Mechanism/Whistle Blower Policy:
Your Company has adopted and disseminated its Whistle-Blower Policy to
provide a secure environment and encourage employees to report
unethical, unlawful or improper practices, acts or activities and to
prohibit any adverse action against those who report such practices in
good faith. The Whistle-Blower Policy is disclosed on the website of
the Company.
Extract of Annual Return:
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the Annual Return in form MGT-9 is annexed herewith.
Other Information:
The disclosure under Section 197 of the Companies Act, 2013 has been
annexed to this report. The company has no employee of the category
specified in Section 197(12) of the Companies Act, 1956.
There are no qualifications, reservations or adverse remarks or
disclaimers made by Statutory Auditors, in their Auditor's Report. The
Company has not consumed any significant quantity of energy; therefore
no comments are made on conservation of energy and technology
absorption. There has been no foreign exchange income/outflow during
the year under review. The provision of cost audit is not applicable to
the Company.
There have been no material changes and commitments, if any, affecting
the financial position of the company, which have occurred between the
end of the financial year and date of the report.
The company has not entered into any contracts or arrangements with
related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013.
The Company has not accepted any public deposits and, as such, no
amount on account of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
The Company has the Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee. The company is
following the guidelines of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. There have been no
cases reported during the year.
The Secretarial Audit Report for the financial year 2014-15 is set out
in the Annexure to this Report. The observations and remarks made in
the Report are self explanatory and have been dealt in the Board Report
and need not further elucidation.
The scale of company's operations is not large. The Company is giving
effect to various compliances applicable to it and adopting policies
commensurate with its limited size of operations.
The board places on record its appreciation for the continued support
and co-operation extended by employees, customers, bankers and all
other constituents.
On behalf of the Board
Mumbai, 29th May, 2015 Sanju Tulsyan A.Tulsyan
Director Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in submitting the 31st Annual Report of the
Company together with the audited Annual Accounts showing the financial
position of the Company for the year ended on 31st March 2014.
Management Discussion & Analysis:
i) Industry structure and development: The Company is an investment and
finance Company and has invested funds in Shares, Securities, Venture
Capital Fund, Properties, Loans and Advances.
ii) Opportunities & Threats: The Company is keeping a close watch on
the trends in industry for making investments in accordance with its
size of operations. It is also taking into account the possible threats
due to external factors.
iii) Segment-wise or product-wise performance: The Company operates
only in the segment of finance and investment and as such there are no
reportable segments wise or product wise performance.
iv) Outlook: Baring the unforeseen circumstances and the risks and
concerns, the management is hopeful to achieve reasonable performance
in the current financial year: 2014-2015.
v) Risks and concerns: The Company has exposure in Shares, Securities,
Properties, Loans & Advances and any adverse development in stock
market and industry will have an impact on the Company''s performance.
vi) Internal control systems and their adequacy: The Company has
adequate internal control systems commensurate for its limited
operations.
vii) Financial & Operational performance
Rupees in lacs.
GROSS INCOME 15.70
Gross Operating Profit 4.07
Depreciation 0.11
PROFIT BEFORE TAX 3.96
Provision for Taxation 0.71
PROFIT AFTER TAX 3.25
viii) Material developments in Human Resources: The relation of the
Company with its small team of employees remained cordial throughout
the year. The company is not engaged in any industrial activity.
Dividend:
Your Directors do not recommend any dividend for the year ended on 31st
March 2014.
Directors:
Mr. A. Tulsyan retires from the Board by rotation and being eligible
offers himself for re-appointment as director. Mr. K K Agarwal and Mr.
S. Rathi who are already on the board of the company as Independent
Directors are proposed to be appointed as independent directors for the
period of five years at the forthcoming Annual General Meeting pursuant
to the provisions of the Companies Act, 2013.
Listing:
The Company has paid all dues towards listing fees to The Bombay Stock
Exchange Ltd. up to 2014-15. As not a single trade had taken place at
Ahmedabad Stock Exchange since the listing of the Company''s shares
there in 1995, the Company had requested for delisting of its shares
and had made payment for listing upto 31-3-2000 with the understanding
that the exchange would delist its shares under the provisions of
compulsory delisting of shares by the exchange and no further payment
would be demanded from the Company. On the failure of the exchange to
abide by this arrangement the Company had referred the matter to SEBI
whose reply is awaited.
Directors Responsibilities Statement:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March 2014, the applicable accounting standards have been
followed along with proper explanations relating to material
departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review;
(iii) 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:
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2014 on a "going concern'' basis.
Auditors:
Messrs. Mittal & Mittal, Chartered Accountants, retire as Auditors of
the Company at the ensuing Annual General Meeting and are eligible for
re- appointment. They have expressed their willingness to act as
auditor and confirmed that their appointment, if made, would be in
conformity with section 141 of the Companies Act, 2013.
Corporate Governance:
A separate section for Corporate Governance and a Certificate from the
auditors of the Company for compliance of conditions of Corporate
Governance and declaration for compliance of code of conduct and ethics
as stipulated under clause 49 of the listing agreement with the Stock
Exchanges, form part of the Annual Report.
Compliance Certificate under Companies Act, 1956.
Compliance Certificate issued in terms of the provisions of Section
383A of the Companies Act 1956 by Company Secretaries to the effect
that the Company has complied with the applicable provisions of the
said Act is attached to this report.
Other Information:
The company has no employee of the category specified in Section
217(2A) of the Companies Act, 1956.
The Company has not consumed any significant quantity of energy;
therefore no comments are made on conservation of energy and technology
absorption. There has been no foreign exchange income/outflow during
the year under review.
The Company has not accepted any deposit within the meaning of Sections
58A & 58AA of the Companies Act, 1956 and the rules made there under.
On behalf of the Board
Mumbai, 30th May 2014 Sanju Tulsyan A.Tulsyan
Director Director
Mar 31, 2011
TO THE MEMBERS:
The Directors have pleasure in submitting the 28th Annual Report of
the Company together with the audited Annual Accounts showing the
financial position of the Company for the year ended on 31st March
2011.
Management Discussion & Analysis:
i) Industry structure and development: The Company is an investment and
finance Company and has invested funds in Shares, Securities, Mutual
Fund Units, Loans and Advances.
ii) Opportunities & Threats: The Company is keeping a close watch on
the trends in industry for making investments in accordance with its
size of operations. It is also taking into account the possible threats
due to external factors.
iii) Segment-wise or product-wise performance: The Company operates
only in the segment of finance and investment and as such there are no
reportable segments wise or product wise performance.
iv) Outlook: Baring the unforeseen circumstances and the risks and
concerns, the management is hopeful to achieve reasonable performance
in the current financial year: 2011-2012.
v) Risks and concerns: The Company has exposure in Shares, Securities,
Loans & Advances and any adverse development in stock market and
industry will have an impact on the CompanyÃs performance.
vi) Internal control systems and their adequacy: The Company has
adequate internal control systems commensurate for its limited
operations.
vii) Financial & Operational performance
Rupees in lacs.
GROSS INCOME 73.79
Gross Operating Profit 63.70
Depreciation 0.30
PROFIT BEFORE TAX 63.40
Provision for Taxation 11.25
PROFIT AFTER TAX 52.15
viii) Material developments in Human Resources: The relation of the
Company with its small team of employees remained cordial throughout
the year. The company is not engaged in any industrial activity.
Dividend:
Your Directors do not recommend any dividend for the year ended on 31st
March 2011.
Directors:
Shri A.Tulsyan retires from the Board by rotation and being eligible
offers himself for re-appointment as director.
Listing:
The Company has paid all dues towards listing fees to The Bombay Stock
Exchange Ltd. up to 2011-2012. As not a single trade has taken place at
Ahmedabad Stock Exchange, since the listing of the Company's shares
there in 1995, the Company had requested for delisting of its shares
and had made payment for listing upto 31-3-2000 with the understanding
that the exchange would delist its shares under the provisions of
compulsory delisting of shares by the exchange and no further payment
would be demanded from the Company. On the failure of the exchange to
abide by this arrangement the Company has referred the matter to SEBI
whose reply is awaited.
Directors Responsibilities Statement:
Pursuant to the requirement under section 217(2AA) of the Companies
Act,1956, with respect to Directors Responsibility statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March 2011, the applicable accounting standards have been
followed along with proper explanations relating to material
departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review;
(iii) 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:
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2011 on a `going concern' basis.
Auditors:
Messrs. Mittal & Mittal, Chartered Accountants, retire as Auditors of
the Company at the ensuing Annual General Meeting and are eligible for
re- appointment.
Corporate Governance:
A separate section for Corporate Governance and a Certificate from the
auditors of the Company for compliance of conditions of Corporate
Governance and declaration for compliance of code of conduct and ethics
as stipulated under clause 49 of the listing agreement with the Stock
Exchanges, form part of the Annual Report.
Compliance Certificate under Companies Act, 1956.
Compliance Certificate issued in terms of the provisions of Section
383A of the Companies Act 1956 by Company Secretaries to the effect
that the Company has complied with the applicable provisions of the
said Act is attached to this report.
Other Information:
The company has no employee of the category specified in Section
217(2A) of the Companies Act, 1956.
The Company has not consumed any significant quantity of energy;
therefore no comments are made on conservation of energy and technology
absorption. There has been no foreign exchange income/outflow during
the year under review.
The Company has not accepted any deposit within the meaning of Sections
58A & 58AA of the Companies Act, 1956 and the rules made there under.
On behalf of the Board
A.Tulsyan
Director
Mumbai, 27th May 2011
Mar 31, 2010
The Directors have pleasure in submitting the 27th Annual Report of
the Company together with the audited Annual Accounts showing the
financial position of the Company for the year ended on 31" March 2010.
vii) Financial & Operational performance
Rupees in lacs.
GROSS INCOME 95.45
Gross Operating Profit 86.09
Depreciation 0.13
PROFIT BEFORE TAX 85.96
Provision for Taxation 13.83
PROFIT AFTER TAX 72.13
viii) Material developments in Human Resources: The relation of the
Company with its small team of employees remained cordial throughout
the year. The company is not engaged in any industrial activity.
Dividend:
Your Directors do not recommend any dividend for the year ended on 31st
March 2010.
Directors:
Shri K. K. Agrawal retires from the Board by rotation and being
eligible offers himself for re-appointment as director.
Listing:
The Company has paid all dues towards listing fees to The Bombay Stock
Exchange Ltd. up to 2010-2011. As not a single trade has taken place at
Ahmedabad Stock Exchange, since the listing of the Companys shares
there in 1995, the Company had requested for delisting of its shares
and had made payment for listing upto 31-3-2000 with the understanding
that the exchange would delist its shares under the provisions of
compulsory delisting of shares by the exchange and no further payment
would be demanded from the Company. On the failure of the exchange to
abide by this arrangement the Company has referred the matter to SEBI
whose reply is awaited.
Directors Responsibilities Statement:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March 2010, the applicable accounting standards have been
followed along with proper explanations relating to material
departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review;
(iii) 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:
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2010 on a going concern basis.
Auditors:
Messrs. Mittal & Mittal, Chartered Accountants, retire as Auditors of
the Company at the ensuing Annual General Meeting and are eligible for
re- appointment.
Corporate Governance:
A separate section for Corporate Governance and a Certificate from the
auditors of the Company for compliance of conditions of Corporate
Governance and declaration for compliance of code of conduct and ethics
as stipulated under clause 49 of the listing agreement with the Stock
Exchanges, form part of the Annual Report.
Compliance Certificate under Companies Act, 1956.
Compliance Certificate issued in terms of the provisions of Section
383A of the Companies Act 1956 by Company Secretaries to the effect
that the Company has complied with the applicable provisions of the
said Act is attached to this report.
Other Information:
The company has no employee of the category specified in Section
217(2A) of the Companies Act, 1956.
The Company has not consumed any significant quantity of energy;
therefore no comments are made on conservation of energy and technology
absorption. There has been no foreign exchange income/outflow during
the year under review.
The Company has not accepted any deposit within the meaning of Sections
58A & 58AA of the Companies Act, 1956 and the rules made there under.
On behalf of the Board
Place: Mumbai A. Tulsyan
Dated: 24th May 2010 Director
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