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Directors Report of SPS Finquest Ltd.

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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