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Directors Report of SPS Finquest Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members,

The Directors are pleased to present their 20thAnnual Report on the business and operations of the Company together with the audited Statements of the accounts for the year ended on March 31st, 2016.

SUMMARY OF FINANCIAL PERFORMANCE:

(Amount in Lacs)_

Year Ended

31-Mar-16

Year Ended

31-Mar-15

Total Revenue

274.76

520.11

Less: Expenses

30.94

452.36

Profit before Depreciation,Amortisation and Tax

243.82

67.75

Less: Depreciation and Amortization

0.76

0.50

Profit Before tax

243.06

67.25

Less: Current tax

49.50

80.50

Less: Deferred tax

1.53

(5.27)

Profit After tax

192.03

(7.98)

DIVIDEND:

In order to conserve the financial resources to part finance the expected increase in stock funding business, your Directors have not recommended any dividend.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to be best of their knowledge, confirm that -

a) In the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have 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 of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALSYIS:

To avoid duplication of certain information in Directors'' Report and Management Discussion & Analysis, the Board of Directors of your Company has presented the composite summary of performance and functions of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT:

Your Company is Non-banking Finance Company mainly engaged in the stock financing and providing inter-corporate loans. NBFCs are strictly regulated by Reserve Bank of India by its guidelines and notifications.

In a subdued global economy and ongoing slowdown in China, India''s macro-economic performance remained stable during the financial year 2015-16. According to Central Statistical Organization, India''s GDP growth is expected to be 7.6% in financial year 2015-16, marginally higher than 7.2% recorded in the previous year. An equally important aspect was the stability in retail inflation around 5% allowing RBI to continue with its accommodative policy stance. However, rate cuts to the tune of 100 basis points during the year did not translate into desired reduction in lending rates. Consequently, improvement in business and consumer confidence during the year was weak.

REGULATIONS:

The Capital Market is regulated by stringent rules and regulations of the Securities & Exchange Board of India (SEBI) and the stock exchanges. The Company, being registered with the Reserve Bank of India as Non-Banking Finance Company (NBFC), is also subjected to strict rules and guidelines notified by the Reserve Bank of India from time to time.

PERFORMANCE

Total revenue including other operating income for the financial year ended 31st March, 2016 was Rs. 2,74,76,398/- as against Rs.5,20,11,279/- in the previous year. The reduction in income was mainly on account of reduced interest income on stock funding business of the Company. However, the Company earned a higher pre-tax profit of Rs.2, 43, 07,262/- as against Rs.67,25,212/- in the last year. Absence of finance cost and provision for doubtful debts as also substantial reduction in other expenses helped the Company in earning a higher pre-tax profit. After providing for income-tax and deferred tax, the Company recorded a net profit of Rs.1,92,03,784/- as against a loss of Rs.7,97,543/- a year ago.

A sum of Rs.38,40,757/- was transferred to Reserve Fund in terms of Section 45 IC(1) of RBI Act, 1934 out of the Statement of Profit & Loss.

MATERIAL CHANGES AND COMMITMENT

There have been no material change and commitment affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

OPPORTUNITY AND THREATS

Considering the Indian macro-economic factors are in much better shape, the capital market is expected to remain buoyant in the years to come. The market regulators are also concerned in regaining the confidence of investors, which was adversely effected due to economic slowdown and scams.

The worrying factors include the uncertainties regarding the monsoon as also the ability of scheduled commercial banks to extend credit against the backdrop of huge NPAs. Uncertainties in Euro zone and Betrix and volatility in crude prices will also have impact on the Indian economy.

FUTURE OUTLOOK:

According to new GDP, it seems that the country is getting back to a higher growth trajectory. Jobs are being created in the service sector, that coupled with government expenditure on core infrastructure and initiative such as ''Make in India'' are giving the required impetus to urbanization, which will augur well for the economy in general and your Company in particular in medium to long term.

SUBSIDIARY:

The Company does not have any subsidiary company.

CONSOLIDATED FINANCIAL STATEMENT:

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

CORPORATE GOVERNANCE:

Provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

LOANS, GUARANTEE AND INVESTMENT:

Particulars of loans and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the Financial Accounts, which forms part of the Annual Report. The Company has not given any guarantee.

PUBLIC DEPOSIT:

Your Company has not accepted any deposits from the public, its shareholders or employees during the year under review.

TRANSACTION WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134 (3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure 1 in Form AOC-2 and the same forms part of this report.

CONSERVATION OF ENERGY, ETC.

Since your Company is not engaged in any manufacturing activity, information as required under the provisions of Section 143(3)(m) of the Act is not furnished. During the year, the Company neither earned nor spent any foreign exchange.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in composition of the Board during the year under review.

To comply with the Articles of Association of the Company and the Companies Act, 2013, Mr. Sandeep P. Shah shall retire by rotation in the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

The Company has the following personnel as the Key Managerial Personnel (KMP) under Section 203 of the Companies Act, 2013:

1. Mr. Girish Jajoo, Managing Director

2. Mr. Subhash R. Yadav, Chief Financial Officer

3. Ms. Pinal Darji, Company Secretary.

DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

AUDIT COMMITTEE

The Committee presently comprises of Mr. Hitesh S. Shah, Ms. Ankita M. Shah; both Independent Directors and Mr. Girish Jajoo. All the members of the Committee are having financial and accounting knowledge. The Committee met 4 times during the financial year 2015-16.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The said Committee presently comprises of Mr. Hitesh Shah, Ms. Ankita Shah and Mr. Priyesh Jhaveri. The Committee met once during the financial year.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is annexed to the report as Annexure 2.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee consists of three members viz. Mr. Sandeep Shah, Chairman, Ms. Ankita Shah and Mr. Girish Jajoo as its members. The Committee mainly looks into redressal of shareholders and investors grievances with respect to transfer of shares, dematerialization of shares, nonreceipt of annual report or declared dividend, etc. The shareholders grievances committee met four times during the year. During the year ended 31st March, 2016, the Company did not receive any complaint from any of its members.

BOARD MEETINGS

Six meetings of the Board were held during the year under review. One meeting of the Independent Directors was also held during the year.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

CSR COMMITTEE

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

INTERNAL CONTROL SYSTEM

Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who periodically reviews the accounts and reports to the Audit Committee.

RISK MANAGEMENT

The management continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. All the assets of the Company are adequately covered by comprehensive insurance.

EMPLOYEE:

Relations between the management and employees were cordial through-out the year.

The particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as annexure 3 and forms part of this report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors'' Report for the year ended 31st March, 2016 is given in a separate annexure to this report. The said annexure is not being sent alongwith this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members, who are interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the Company, 21 days before the 20th annual general meeting and upto the date of the said annual general meeting during normal business hours on working days.

AUDITORS

According to Directors, there is no adverse remarks made by Statutory Auditors in their report. Notes to the accounts are self explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

M/s. Kochar & Associates, Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. However, they are eligible for reappointment. Members are requested to appoint the Auditors and fix their remuneration.

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary for the financial year 2015-16. The report on the Secretarial Audit is appended as Annexure 4 to this report. According to the Board of Directors the report does not have any adverse remark.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and company''s operations in future.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is annexed to this report as Annexure 5 and forms part of this report.

VIGIL MECHANASIM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy is adopted by the Board of Directors and is hosted on the website of the Company.

FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

Since the Company doesnot have any woman employee, the provisions of the ''Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act are not applicable.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

ACKNOWLEDGEMENT

The Directors wish to place on record their deep sense of appreciation to the Company''s Bankers, all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

For and on behalf of the Board

Mumbai, (PRAMOD P. SHAH)

May 26,2016 CHAIRMAN

(DIN: 00685016)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Eighteenth Annual Report together with the audited statements of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

Year ended Year ended 31.03.2014 31.03.2013

Profit before Depreciation & Tax 1,01,36,737 44,12,562

Less: Depreciation 25,202 27,235

Profit before Tax 1,01,11,535 43,85,327

Less: Provision for Tax 32,00,000 8,15,000

Deferred Tax (25,305) (35,016)

Short/(Excess) Provision for tax for -- ( 5,276) earlier years

Profit after Tax 69,36,840 36,10,619

DIVIDEND

Considering the exigencies of the funds for increasing business, your Directors have not recommended dividend.

OPERATION

The total income including other income for the year under review was marginally lower compared to previous year. However, reduced financial costs as also other expenses, resulted in the higher pre-tax profit. The total income for the year was Rs.759.48 lacs as against Rs.787.39 lacs a year ago. The pre-tax profit was recorded at Rs. 101.12 lacs as against Rs.43.85 lacs in the previous year, a jump of 130%.

Economic slow down adversely effected the investment sentiments both in primary and secondary markets.

ISSUE OF SHARES

Your Directors propose to issue 33,44,000 Equity Shares of Rs. 10/- each of the Company at a premium of Rs.75/- per share or at such other premium as permissible under the SEBI guidelines, through prospectus and get the capital of the Company listed on SME platform of the BSE.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same;

(ii) they 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 at the end of the financial year and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Board of Directors has constituted the Audit Committee, comprising of Ms. Ankita Shah, Mr. Hitesh Shah and Mr. Girish Jajoo. The terms of reference of the Committee are in accordance with the provisions of the requirement of RBI guidelines, which inter alia includes - *

* Compliance status of all NBFC regulation

* Accounting Standards compliance

* Internal Audit reports relating to operations

* Review of finalisation of accounts

* Review of budget Vs. Actuals

* Outstanding receivables and payables

EMPLOYEES

During the year, relations between the management and employees were cordial. Since none of the employees of the Company was in receipt of a remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum, particulars pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 are not furnished.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information pursuant to the provisions of Section 217( 1 )(e) of the Act is not given. During the year, the Company did not earn nor spend any foreign exchange during the year.

All our Non-Executive (Independent) Directors were appointed by the Board of Directors in its meeting held on 01st March, 2013 as Additional Directors and in the previous Annual General Meeting held on September 18, 2013 as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. As the tenure of these directors were not fixed, the Board of Directors of your Company think it prudent to appoint Mr. Hitesh S. Shah, Mr. Priyesh Jhaveri and Ms. Ankita M. Shah as Independent Directors in the forthcoming Eighteenth Annual General Meeting for a term of upto five consecutive years .

Mr. Pramod P. Shah will retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Profile of Directors seeking appointment are provided in the Notice convening the Annual General Meeting.

AUDITORS' REPORT:

Notes to the accounts provide suitable explanations to the remarks made by auditors in their report. Hence, no separate explanation is given.

AUDITORS

M/s. Kochar & Associates, Chartered Accountants, Statutory Auditors of your Company, shall retire at the forthcoming Annual General Meeting and offers themselves for reappointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors of the company, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. Members are requested to appoint auditors and fix their remuneration,

COMPLIANCE REPORT

The Company has obtained a Compliance Report from Mr. Upendra Shukla, Practising Company Secretary, under the provisions of Section 383 A of the Companies Act, 1956 and the same is annexed.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express their appreciation for the assistance and co-operation received from Banks, customers and other business associates. The Board also acknowledges the understanding and support shown by all its employees.

For and on behalf of the Board of Directors

(PRAMOD P. SHAH) CHAIRMAN

Place: Mumbai

Date: 03/05/2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Seventeenth Annual Report together with the audited statements of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

Year ended Year ended 31.03.2013 31.03.2012

Profit before Depreciation & Tax 45,85,327 1,58,59,422

Less: Depreciation 27,235 17,361

Profit before Tax 43,85,327 1,58,42,061

Less: Provision for Tax 8,15,000 52,00,000

Deferred Tax (35,016) (4,364)

Profit after Tax 36,10,619 1,06,46,425

DIVIDEND

To conserve the financial resources, your Directors have not recommended dividend.

OPERATION

The total income for the year under review was marginally higher at Rs.787.39 lacs as against Rs.757.48 lacs in the previous year. However, due to steep increase in financial cost as also loss on account of derivatives, the profitability was adversely effected. The pre-tax profit for the year was Rs.43.85 lacs as against Rs.158.42 lacs a year ago.

Sentiments in primary market remained sub-due as also secondary market remained highly volatile through out the year. Economic slow down further effected sentiments and volume of transaction remained poor. world over and subdue sentiments may affect the financing activity of the Company. With revival of economy, your Directors are hopeful that the sentiments shall improve.

CONVERSION OF COMPANY

As decided by the members in their Extra-Ordinary General Meeting held on 15/02/2013 the Company was converted to 'Public Limited'. The Registrar of Companies was approached, who issued a fresh Certificate of Incorporation on 5th April, 2013. Accordingly, the name of the Company stands changed to SPS Finquest Limited w.e.f 05th April,2013.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that :

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same;

(ii) they 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 at the end of the financial year and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Board of Directors has constituted the Audit Committee, comprising of Mrs. Rina Shah, Mr. Sandeep Shah and Mr.

Girish Jaoo. The terms of reference of the Committee are in accordance with the provisions of the requirement of RBI guidelines, which inter alia includes -

* Compliance status of all NBFC regulation

* Accounting Standards compliance

* Internal Audit reports relating to operations

* Review of budget Vs. Actual s

* Outstanding receivables and payables

EMPLOYEES

During the year, relations between the management and employees were cordial. Since none of the employees of the Company was in receipt of a remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum, particulars pursuant to the provisions of Section 217 (2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rule,1975 are not furnished.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information pursuant to the provisions of Section 217(1)(e) of the Act is not given. During the year, the Company did not earn nor spend any foreign exchange during the year.

DIRECTORS:

The Board of Directors in its meeting held on 05th April, 2013 had appointed Mr. Hitesh S. Shah, Mr. Priyesh Jhaveri and Ms. Ankita M. Shah as Additional Directors. They would be vacating their respective office in the ensuing Annual General Meeting under the provisions of Section 260 of the Companies Act, 1956. The Company has received notices from some of its members in pursuance to the provisions of Section 257 of the Act alongiwith refundable deposits, conveying the intention of proposing the appointments of Mr. Hitesh S. Shah, Mr. Priyesh Jhaveri and Ms. Ankita M.

Shah as Directors.

Ms. Rina Shah resigned as Director from the Board on 05th April, 2013. Your Directors wishes to place on record their appreciation for dedicated services rendered by Ms. Rina Shah during her association with the Company.

AUDITORS' REPORT:

Notes to the accounts provide suitable explanations to the remarks made by auditors in their report. Hence, no separate explanation is given.

AUDITORS

M/s. Bhavna Pandya & Co., Chartered Accountants, Auditors of your Company, shall retire at the forthcoming annual general meeting. Members are requested to appoint auditors and fix their remuneration.

COMPLIANCE REPORT

The Company has obtained a Compliance Report from Mr. Upendra Shukla, Practising Company Secretary, under the provisions of Section 383A of the Companies Act, 1956 and the same is annexed.

For and on behalf of the Board of Directors

(PRAMOD P. SHAH) CHAIRMAN

Place: MUMBAI Date: 26/06/2013


Mar 31, 2012

The Directors have pleasure in presenting their Sixteenth Annual Report together with the audited statements of Accounts for the year ended 31st March. 2012.

FINANCIAL HIGHLIGHTS:

Year ended Year ended 31.03.2012 31.03.2011

Profit Imbue Depreciation & lax 1.58.59.422 28,18:121

less: Depreciation 17.361 4.8011

Profit before Tax 1.58.42.061 28.13.621

Less: Provision For Tax 52.110.000 5.85.000

(4.364) 200

Deferred

Profit after Tax 1.06.46.425 2228.821

DIVIDEND

Your Directors have not recommended

dividend.

OPERATION

The Company recorded a higher income of Rs 769.91 lacs for the year under review as against Rs.196.50 lacs in the last year. The income from stock funding was substantially higher at Rs.689.97 lacs as against Rs.1 37.44 lacs a year ago. Income from 1PO funding was lower due to poor sentiments in primary market.

The Company also earned a higher pre- tax profit of Rs.28.14 lacs. The Company earned a record pre-tax profit of Rs. 158.42 lacs as against Rs. 28.14 lacs in the previous year.

Sentiments in primary market remained very poor resulting in reduced IPOs. Volatile Secondary Market and subdue sentiments may affect the financing activity of the Company. With revival of economy, your Directors are hopeful that the sentiments shall improve.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act.1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same:

(ii)they have selected such accounting policies and applied them consistently and made judgments and estimates that ate 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 loss of the Company for that year:

1iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for presenting and detecting fraud and other irregularities:

(iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Board of Directors has constituted the Audit Committee, comprising of Mr. Sandeep Shah. Mrs. Rina Shah & Mr. Girish Jajoo

The terms of reference of the Committee are in accordance with the provisions of the requirement of RBI guidelines, which inter alia includes -

- Compliance status of all NBFC regulation Accounting Standards compliance

- Internal Audit reports relating to operations - Review of budget Vs. Actuals

- Outstanding receivables and payables

Two Audit Committee meetings were held during the financial year ended 31" March. 20I2 viz. on 20. July, 2011 and 13/03/2012.

EMPLOYEES

During the year. relations between the management and employees were cordial. Since none of the employees of the Company was in receipt of a remuneration exceeding Rs.5.00.000/- per month or Rs.60.00,000/- per annum, particulars pursuant to the provisions of Section 217 (2A) of the Companies Act,I956 read with the Companies (Particulars of Employees) Rule,1975 are not furnished.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information pursuant to the provisions of Section 217(1 )(e) of the Act is not given. During the year. the Company did not earn nor spend any foreign exchange during the year.

AUDITORS' REPORT:

Notes to the accounts provide suitable explanations to the remarks made by auditors in their report. Hence, no separate explanation is given.

AUDITORS

M/s. Bhavna Pandya & Co.. Chartered Accountants. Auditors of your Company. shall retire at the forthcoming annual general meeting. Members are requested to appoint auditors and lix their remuneration.

COMPLIANCE REPORT

The Company has obtained a Compliance Report from Mr. Upendra Shukla, Practicing Company Secretary. under the provisions of Section 383A of the Companies Act. 1956 and the same is annexed.

For and on behalf of the Board of Directors

(PRAMOD P. SHAH)

CHAIRMAN

Place: MUMBAI

Date: 29/06/2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their fifteenth Annual Report together with the audited statements of Accounts for the year ended 31 st March, 2011.

FINANCIAL HIGHLIGHTS: 'Rs.

Year ended Year ended 31.03.2011 31.03.2010

Profit before Depreciation & Tax 28,18,421 27,940

Less: Depreciation 4,800 880

Profit before Tax 28,13,621 27,060

Less: Provision for Tax 5,85,000 27,000

Deferred Tax 200 1,174

Profit after Tax 22,28,821 1,234

DIVIDEND

To further consolidate the financial position of the Company, your Directors have not recommended dividend.

OPERATION

Your Directors are pleased to report that the Company successfully undertook the margin funding activities besides other allied activities such as IPO funding, etc. The Company recorded an income of Rs.219.72 lacs as against Rs.2.26 lacs a year ago. The Company also earned a higher pre-tax profit of Rs.28,14 lacs.

Volatile capital market and sluggish primary market may affect the financing activity of the Company. However, efforts are being made to increase the income.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same;

(ii) they 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 at the end of the financial year and of the loss of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year, relations between the management and employees were cordial. Since none of the employees of the Company was in receipt of a remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum, particulars pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 are not furnished.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information pursuant to the provisions of Section 217(l)(e) of the Act is not given. During the year, the Company did not earn nor spend any foreign exchange during the year.

AUDITORS' REPORT:

Notes to the accounts provide suitable explanations to the remarks made by auditors in their report. Hence, no separate explanation is given.

AUDITORS

M/s. B.M. Udeshi & Co., Chartered Accountants, Auditors of your Company, shall retire at the forthcoming annual general meeting. Members are requested to appoint auditors and fix their remuneration.

For and on behalf of the Board of Directors

(PRAMOD P. SHAH) CHAIRMAN

Place: MUMBAI Date: 20/07/2011

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