Mar 31, 2016
TO THE MEMBERS OF SRESTHA FINVEST LIMITED
(formerly known as M S Investments Ltd)
The Directors have pleasure in presenting the 31st Director''s Report of SRESTHA FINVEST LIMITED (the Company) and along with the Audited financial statements for the financial year ended 31st March, 2016.
1. FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March 2016 is summarized below:
(Rs in lakhs)
Particulars |
Year Ended 31st March 2016 |
Year Ended 31st March 2015 |
Income from Operations |
147.16 |
41.95 |
Non-operating Income |
0.47 |
0.17 |
Total Income |
147.63 |
42.12 |
Total Expenditure |
58.42 |
35.14 |
Profit/Loss before Depreciation, Interest and Taxation |
89.21 |
6.98 |
Interest & Finance Charges |
84.85 |
5.09 |
Depreciation |
1.74 |
0.25 |
Profit/Loss before Tax |
2.60 |
1.64 |
Provision for Current Taxes |
1.11 |
0.42 |
Provision for Deferred Taxes |
(0.29) |
0.09 |
Profit/Loss after Tax |
2.94 |
1.13 |
Statutory Reserve |
0.29 |
0.22 |
Balance in Profit & Loss Account |
2.64 |
0.91 |
Balance carried to Balance Sheet |
2.64 |
0.91 |
2. DIVIDEND
No Dividend has been declared during the year in order to preserve the resources for future growth of the company.
3. TRANSFER TO RESERVES
The Company proposes to transfer Rs.29810/- to the Statutory Reserve out of amount available for appropriations as per RBI Guidelines and an amount of Rs.264683/- is proposed to be retained in the Profit and Loss Account.
4. OPERATING RESULTS AND BUSINESS OPERATIONS
During the financial year 2015-16, your Company has achieved Rs.147.16 Lakhs Gross revenue from operations.
5. HUMAN RESOURCES DEVELOPMENT
The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Companyâs Health and Safety Policy commits to provide a healthy and safe work environment to all employees.
6. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2015-16, No complaints remain pending as of 31st March, 2016.
7. BUSINESS EXCELLENCE AND QUALITY INITIATIVES
Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth
8. DOCUMENTS PLACED ON THE WEBSITE (www.srestha.co.in)
The following documents have been placed on the website in compliance with the Act:
- Financial statements along with relevant documents as per third proviso to section 136(1).to section 177(10).
9. SUBSIDIARY COMPANIES
Your Company has no subsidiaries. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ).
10. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT
As per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement, entered into with the stock exchanges, Corporate Governance Report with Auditorsâ certificate thereon and Management Discussion and Analysis report are attached and form part of this report. Various information required to be disclosed under the Act and the Listing Agreement is set out in the Annexure-I and forms part of this report.
11. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:
i. in the preparation of the annual accounts for the financial year 2015
16, the applicable accounting standards have been followed and there are no material departures;
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 the financial year;
iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls 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;
v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. AUDITORS AND SECRETARIAL AUDITORS REPORT
There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Disclosure stipulated as under Section 134(3) of Companies Act, 2013 read with Rule 8 of the Companies(Accounts) Rules, 2014, is as under :-
1. The Company is not a Manufacturing company nor does the company has any Energy Consumption based business other than normal consumption of Energy in Administrative Office. The company deploys all the possible measure to conserve the energy and increase usage of green energy.
2. The Company is not involved in any Technological Absorption based activities. Hence same is not reportable.
3. The Company has not dealt in any Foreign Exchange in any manner during the year under review. Hence the same is not reportable.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy Rules are not applicable to the Company during the year under review.
15. BOARD EVALUATION
The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).
The meeting of NRC also reviewed performance of the Chief Financial Officer and Whole time Director on goals (quantitative and qualitative) set since their appointment during the year.
A separate meeting of the independent directors (âAnnual ID meetingâ) was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board''s Chairman covering performance of the Board as a whole performance of the non-independent directors and performance of the Board Chairman.
16. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board recommends their appointments and accordingly resolutions seeking approval of the members for their appointments have been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.
Mr. Narendra Kumar Nahar, Director, retires by rotation and being eligible, has offered himself for re-appointment.
Mrs. Navitha Jain, who was appointed as additional director of the company on 12/04/2016 seeks appointment as director of the company
The Board recommends the same for your approval.
Pursuant to the provisions of Section 203 of the Act, the appointment of Mr. Kamlesh Parasmal, Whole time Director, Mr. M. Parthasarathi, Chief Financial Officer and Mr. A. Jithendra Kumar, Company Secretary, were formalized as the Key Managerial Personnel of the Company.
18. AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. K. Subramanyam & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the this Annual General Meeting (AGM) of the Company till the conclusion of the next AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.
19. PARTICULARS OF EMPLOYEES
The information required under section 197 of the Act and rules made there-under, in respect of employees of the Company are disclosed appropriately.
20. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.
21.OTHER MATTERS:
1. Increase in Authorized Capital of the Company:-
The company proposes to increase the Authorized Share Capital of the company from present Rs.6 Crores to Rs.15 Crores subject to approval of members at ensuing General Body Meeting.
2. Preferential Allotment to Non-Promoters:-
The company proposes to issue 1,00,00,000 Equity Shares on preferential basis to non- promoters @ Rs.12.50/- per share (including premium of Rs.2.50/- per share) subject to approval of Members at the ensuing Annual General Meeting.
3. Sub-Division of Equity Shares:-
The company proposes to split the Face Value of the Equity Shares from Rs.10/- to Rs.2/- each subject to approval of Members at ensuing Annual General Meeting of the company.
Note : The Memorandum of Association & Articles of Association of the Company are to be amended to incorporate above Resolutions subject to approval of Members at the ensuing Annual General Meeting.
By Order of the Board of Directors
For SRESTHA FINVEST LIMITED
(Formerly known as M S Investments Ltd)
Sd/-
Kamlesh Parasmal
Whole time Director
DIN No: 00810823
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report of
M.S. INVESTMENTS LIMITED (the Company) and along with the Audited
financial statements for the financial year ended 31st March, 2015.
1. FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March 2015
is summarized below:
(Rs in lakhs)
Year Ended Year Ended
Particulars 31st March 31st March
2015 2014
Income from Operations 41.95 41.15
Non-operating Income 0.17 0.00
Total Income 42.12 41.15
Total Expenditure 35.14 35.09
Profit/Loss before Depreciation,
Interest and Taxation 6.98 6.06
Interest & Finance Charges 5.09 5.84
Depreciation 0.25 -
Profit/Loss before Tax 1.64 0.22
Provision for Current Taxes 0.42 -
Provision for Deferred Taxes 0.09 -
Profit/Loss after Tax 1.13 0.22
Statutory Reserve 0.22 0.04
Balance in Profit & Loss Account 0.91 0.18
Balance carried to Balance Sheet 0.91 0.18
2. DIVIDEND
No Dividend have been declared during the year in order to preserve the
resources for future growth of the company.
3. TRANSFER TO RESERVES
The Company proposes to transfer Rs.22682/- to the Statutory Reserve
out of amount available for appropriations as per RBI Guidelines and an
amount of Rs.90729/- is proposed to be retained in the Profit and Loss
Account.
4. OPERATING RESULTS AND BUSINESS OPERATIONS
During the financial year 2014-15, your Company has achieved Rs.41.95
Lakhs revenue from operations.
5. HUMAN RESOURCES DEVELOPMENT
The Company has continuously adopted structures that help attract best
external talent and promote internal talent to higher roles and
responsibilities. Company's Health and Safety Policy commits to provide
a healthy and safe work environment to all employees.
6. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under. During the
financial year 2014-15, No complaints remain pending as of 31st March,
2015.
7. BUSINESS EXCELLENCE AND QUALITY INITIATIVES
Your Company continues to be guided by the philosophy of business
excellence to achieve sustainable growth
8. DOCUMENTS PLACED ON THE WEBSITE (www.msinvest.co.in)
The following documents have been placed on the website in compliance
with the Act:
* Financial statements along with relevant documents as per third
proviso to section 136(1).to section 177(10).
9. SUBSIDIARY COMPANIES
Your Company has no subsidiaries. There are no associate companies
within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").
10. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND
OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING
AGREEMENT
As per Clause 49 of the listing agreement entered into with the stock
exchanges, Corporate Governance Report with Auditors' certificate
thereon and Management Discussion and Analysis report are attached and
form part of this report. Various information required to be disclosed
under the Act and the Listing Agreement is set out in the Annexure-I
and forms part of this report.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act, and based on
the representations received from the management, the directors hereby
confirm that:
i. in the preparation of the annual accounts for the financial year
2014-15, the applicable accounting standards have been followed and
there are no material departures;
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 the financial year;
iii. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Act. They confirm that
there are adequate systems and controls 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;
v. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
operating properly; and
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
12. AUDITORS AND SECRETARIAL AUDITORS REPORT
There are no disqualifications, reservations or adverse remarks or
disclaimers in the Auditors and Secretarial Auditors Report.
13. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Rule 8(3) of the Companies
(Accounts) Rules, 2014, are not applicable to the company.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy Rules are not applicable to the Company during the year
under review.
15. BOARD EVALUATION
The performance evaluation of the Board, its Committees and individual
directors was conducted and the same was based on questionnaire and
feedback from all the Directors on the Board as a whole, Committees and
self-evaluation. Directors, who were designated, held separate
discussions with each of the Directors of the Company and obtained
their feedback on overall Board effectiveness as well as each of the
other Directors. Based on the questionnaire and feedback, the
performance of every director was evaluated in the meeting of the
Nomination and Remuneration Committee (NRC).
The meeting of NRC also reviewed performance of the Chief Financial
Officer and Whole time Director on goals (quantitative and qualitative)
set since their appointment during the year in April 2015.
A separate meeting of the independent directors ("Annual ID meeting")
was convened, which reviewed the performance of the Board (as a whole),
the non-independent directors and the Chairman. Post the Annual ID
meeting, the collective feedback of each of the Independent Directors
was discussed by the Chairman of the NRC with the Board's Chairman
covering performance of the Board as a whole performance of the non-
independent directors and performance of the Board Chairman.
16. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Manmohan took over as the Chairman of the Board from Mr. Shantimull
Nahar, who resigned from the company w.e.f. 25th November, 2014.
The Board recommends their appointments and accordingly resolutions
seeking approval of the members for their appointments have been
included in the Notice of forthcoming Annual General Meeting of the
Company along with their brief profile.
Mr. Surendra Kumar Nahar, Director, retires by rotation and being
eligible, has offered himself for re- appointment.
The Board recommends the same for your approval.
Pursuant to the provisions of Section 203 of the Act, the appointment
of Mr. Kamlesh Parasmal, Whole time Director, Mr. M. Parthasarathi,
Chief Financial Officer and Mr. A. Jithendra Kumar, Company Secretary,
were formalized as the Key Managerial Personnel of the Company.
18. AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, M/s K.Subramanyam & Co, Chartered Accountants, were
appointed as Statutory Auditors of the Company from the conclusion of
the this Annual General Meeting (AGM) of the Company till the
conclusion of the next AGM to be held in the year 2016, subject to
ratification of their appointment at every AGM.
19. PARTICULARS OF EMPLOYEES
The information required under section 197 of the Act and rules made
there under, in respect of employees of the Company are disclosed
appropriately.
20. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to business associates
for their support and contribution during the year. The Directors would
also like to thank the employees, shareholders, customers, suppliers,
alliance partners and bankers for the continued support given by them
to the Company and their confidence reposed in the management.
By Order of the Board of Directors
For M.S. INVESTMENTS LIMITED
Sd/-
Kamlesh Parasmal
Whole time Director
DIN No: 00810823
Mar 31, 2014
Dear Members,
1. Financial Results
The financial results of the Company for the year ended 31st March 2014
is summarized below: (Rs in lakhs)
Year Ended Year Ended
Particulars 31st March 31st March
2014 2013
Income from Operations 41.15 42.85
Non-operating Income 0.00 0.03
Total Income 41.15 42.88
Total Expenditure 35.09 38.56
Profit/Loss before Depreciation,
Interest and Taxation 6.06 4.32
Interest & Finance Charges 5.84 3.81
Depreciation - -
Profit/Loss before Tax 0.22 0.51
Provision for Current Taxes - -
Provision for Deferred Taxes - -
Profit/Loss after Tax 0.22 0.51
Statutory Reserve 0.04 0.10
Balance in Profit & Loss Account 0.18 0.41
Balance carried to Balance Sheet 0.18 0.41
2. Performance of the Company
During the year, your Company earned income from operations (net) of
Rs.41.15 Lakhs as compared to previous year Income from operation of
Rs.42.85 Lakhs.
Your Company has made a Profit / (Loss) of Rs. 0.18 Lakhs for the
financial year 2013 -2014 as compared to Profit / (loss) of Rs. 0.41
lakhs in the previous year 2012-13.
3. Dividend
In order to stream Line Company's business model, the board of
directors have decided not to declare any dividend for the current
fiscal.
4. Fixed Deposits
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposit was outstanding
as on date of balance sheet.
5. Directors
Re-Appointment of Director:
- MrShantimullNahar retires by rotation and being eligible offers
himself for reappointment. He is being appointed as Managing Director
of the Company from the end of this Annual General meeting for a period
of 5 yrs, and the same is put before the members for their approval
also.
- MrSurendra Kumar Nahar retires at the end of ensuring Annual
General Meeting and being eligible offers himself for re-appointment.
- MrNarendra Kumar Nahar retires at the end of ensuring Annual
General Meeting and being eligible offers himself for re-appointment.
- MrsJyothiBafna , Director of the Company has resigned on
07/07/2014.
Independent Directors
Section 149 of the Companies Act, 2013 provides for appointment of
Independent Directors. The Independent Directors shall hold office for
a term of up to five consecutive years on the Board of a Company and
shall be eligible for re-appointment on passing a special resolution by
the shareholders of the Company.
Further, Sub section (11) of Section 149 of the Companies Act, 2013
states that no IndependentDirector shall be eligible for more than two
consecutive terms of five years. Also, Sub section (13) states that the
provisions of retirement by rotation shall not apply to such
Independent Directors.
Our Non-Executive & Independent Directors were appointed as directors
liable to retire by rotation under the provisions of the erstwhile
Companies Act, 1956. The Board of Directors proposes to seek
appointment of Shri.KamleshParasmal, Shri ManmohanBafna , Shri Gopal
Biharilal Ahuja and *MsBHARAT BHUSAN SONAL as Independent Directors of
the Company for five consecutive years for a term up to 31st March,
2019 under the provisions of the Companies Act, 2013 and the listing
agreement.
*MsBHARAT BHUSAN SONAL was appointed as an additional Independent
director in the meeting of the Board held on 07/07/2014. In terms of
provisions of Section 161 of the Act, he holds office upto the date of
this Annual General Meeting. A resolution for his appointment as an
Independent director of the company is proposed in the AGM.
6. Directors' Responsibility Statement
Pursuant to the provisions of Companies Act, 2013 (to the extent
notified) and the Companies Act, 1956 (to the extent applicable) and
guidelines issued by SEBI, and based on the representations received
from the operating management, the Directors hereby confirm that:
(i) in the preparation of the financial statements for the year
2013-14, the applicable Accounting Standards as prescribed by the
Companies (Accounting Standards) Rules, 2006, have been followed and
there are no material departures;
(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 the financial year;
(iii) they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013
(to the extent notified) and Companies Act, 1956 (to the extent
applicable). They confirm that there are adequate systems and controls
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.
7. Auditors
The Auditors of the Company M/s. K Subramanyam& Co, Chartered
Accountants, retire at the conclusion of this meeting and being
eligible offer themselves for re-appointment to hold office till the
conclusion of the next Annual General Meeting.
8. Depository System
As the members are aware, your Company's shares are tradable in
electronic form and the Company has established connectivity with both
the Depositories i.e., National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). In view of the
advantages of the Depository System, the members are requested to avail
of the facility of dematerialisation of the Company's shares.
9. Particulars of Employees
Particulars of the employees of the Company who were in receipt of
remuneration, which in aggregate exceeded the limits fixed under
Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars
of Employees) Rules 1975 is not applicable to the company for the year.
10. 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, Conservation of Energy.
The Company had taken steps to conserve energy in its office use,
consequent to which energy consumption has been minimized. Since the
company has not carried on industrial activities, disclosures regarding
impact of measures on cost of production of goods, total energy
consumption, etc., are not applicable.
Technology Absorption:-
The company has not adopted / intends to adopt any technology for its
business and hence no reporting is required to be furnished under this
heading.
Foreign Exchange Inflow & Outgo:-
Foreign Exchange inflow during the year :- Nil Foreign Exchange outgo
during the year :- Nil
11. Management Discussion & Analysis Report
The Management Discussion & Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreements is presented in
a separate section forming part of the Directors Report as Annexure A
12. Corporate Governance
The Corporate Governance report as set out in Annexure B hereto form an
integral part of this report. A Certificate from a Practicing Company
Secretary, certifying compliance of the conditions of Corporate
Governance as stipulated in Clause 49 of the listing agreement with
stock exchanges is also annexed to the report on Corporate Governance.
13. Buy Back of Shares
The company has not bought back any shares during the year.
14. Acknowledgement
Your Directors would like to express their grateful appreciation for
assistance and co- operation received from the Financial Institutions,
Banks, Government Authorities, Customers and Members during the year
under review. Your Directors also wish to place on record their deep
sense of appreciation for committed and dedicated services of the
workers, staff, and officers of the Company.
By order of the Board of Directors
For M S INVESTMENTSLIMITED
Place: Chennai
Date: 29.08.2014 Sd/-
SHANTIMULL NAHAR
Managing Director
DIN.No. 01634142
Mar 31, 2013
Dear Members,
Financial Highlights
The financial results of the Company for the period ended 31st March
2013 is summarized as below:
(Rs in Lakhs)
Description Year ended Year ended
31.03.2013 31.03.2012
Income from Operations 42.85 42.38
Other Income 0.03 0
Total Income 42.88 42.38
Expenditure 38.56 37.53
Gross Profit (before financial expenses, 4.32 4.85
depreciation and tax)
Financial Expenses 3.81 1.75
Depreciation 0.00 0.00
Profit before Tax 0.51 3.10
Provision for Income Tax 0.10 -0.21
Profit after Tax 0.41 3.31
Business Operations Overview and Future Prospects
The year 2012-13 was not a promising year for your Company. With the
economic growth the need for more funds flow in the system and increase
in credits will definitely give boost to the growth of the Company.
Your directors are committed to take all available opportunity for
growth of the Company.
Dividend
To conserve the resources, your Board do not recommend any dividend for
the year under review.
Subsidiary Companies
During the year of review, Your Company had no Subsidiary Company as
defied in clause 49 of the Listing Agreement.
Fixed Deposits
Yours Company has not accepted any deposits from the public.
Directors
Mr. Shantimull Nahar, Mr.Surender Kumar Nahar and Mr.Narender Kumar
Nahar retire at the end of pursuing AGM and being eligible have
presented themselves for re- Upon appointment Mr. Shantimull Nahar,
Mr.Surender Kumar Nahar and Mr.Narender Kumar Nahar shall be a director
liable to retire by rotation and offer themselves for re- appointment.
Green Initiative
The Company in spirit supports the National Mission for Green India. As
a part of "green initiative" in Corporate Governance, Ministry of
Corporate Affairs (MCA) vide circular no.18/2011 dated 29.04.2011 has
permitted paperless compliances regarding sending of Annual Reports /
Notices by recognized communications through electronic mode (email) to
the shareholders under the Companies Act, 1956. The Company has taken
steps in writing letters to the shareholders to update their e mail ids
with the Company in order to enable the Company to dispatch Annual
Report and Notice by e mail. The Board has decided that as this is a
new initiation and complete awareness is yet to be created among
shareholders, this year the Company will send the above documents in
physical mode and from next Annual General Meeting the Company will be
sending the Annual Report, Notices and other communications to
shareholders in electronic mode also.
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, the Directors hereby by confirm that:
i. in the preparation of the Annual Accounts for the Financial Year
2012-13, the applicable Accounting Standards have been followed and
that there are no material departures;
ii. they have selected such accounting policies in consultation with
the statutory auditors 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 the year;
iii. they have taken proper and sufficient care to the best of their
knowledge 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. they have prepared the Annual Accounts on a going concern basis.
Auditors
M/s. K Subrmanyam & Co, Chartered Accountants, are appointed as
auditors of the Company in place of retiring auditors who have not
presented themselves for re- appointment. The auditor's shall hold the
office from the conclusion of this Annual General Meeting until the
conclusion of next Annual General Meeting of the Company on such
remuneration as may be decided on mutual consent and advice of the
Board and has given their consent for re-appointment. Company has
received a certificate under Section 224(1B) from the retiring auditors
regarding their eligibility for re- appointment as the Company's
Auditors for the year 2013-14.
Particulars of Employees
Statement of Information in accordance with the provisions of Sec.217
(2A) of the Companies Act, 1956 read along with the Companies
(Particulars of Employees) Rules 1975 as amended, is not applicable
because none of the employees of your company whether employed for a
part of the financial year or throughout the financial year has been
paid a remuneration of R.5,00,000/- per month or Rs.60,00,000/- per
annum.
Industrial Relations
Your Company enjoyed cordial industrial relations with the employees
and workers at all project sites.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo
Your company is not an industrial undertaking. Accordingly, particulars
with regard to conservation of energy and technology absorption and
adaptation required to be given under these heads in accordance with
the provisions of 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.
There are no Foreign Exchange earnings or outgo during the financial
year 2012-13.
The Management Discussion & Analysis Report
The Management Discussion & Analysis Report for the year ended under
review, as stipulated under Clause 49 of the Listing Agreements is
presented in a separate section forming part of the Directors Report.
Corporate Governance
Your Directors adhere to the requirements set out by the Securities
Exchange Board of India's, Corporate Governance practices and have
implemented all the stipulations prescribed. Report on Corporate
Governance as per Clause 49 of the Listing Agreement has been provided
in a separate section forming part of the Directors Report.
Acknowledgement
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders - Clients, Financial
Institutions, Banks, Central and State Governments, the Company's
valued investors and all other business partners for their continued
co-operation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to
its progress.
For and on behalf of the Board of Directors
sd/-
Shantimull Nahar
Managing Director
Place: Chennai
Date: 30th May 2013
Mar 31, 2012
Dear Members,
The Directors recommend the Resolution for your approval.
Your Directors have pleasure in presenting the Twenty-seventh Annual
Report together with the Audited Accounts of your Company for the year
ended 31st March 2012.
Financial Highlights
The financial results of the Company for the period ended 31st March
2012 is summarized as below:
(Rs in Lakhs)
Description Year ended Year ended
31.03.2012 31.03.2011
Income from Operations 42.38 46.95
Other Income 0 19.93
Total Income 42.38 66.88
Expenditure 37.53 60.76
Gross Profit (before financial
expenses, depreciation 4.85 6.12
and tax)
Financial Expenses 1.75 1.32
Depreciation 0.00 0.51
Profit before Tax 3.10 4.28
Provision for Income Tax -0.21 0.03
Profit after Tax 3.31 4.25
Business Operations Overview and Future Prospects
The year 2011-12 was not a promising year for your Company. With the
economic growth the need for more funds flow in the system and increase
in credits will definitely give boost to the growth of the Company.
Your directors are committed to take all available opportunity for
growth of the Company.
Dividend
To conserve the resources, your Board do not recommend any dividend for
the year under review.
Subsidiary Companies
During the year of review, Your Company had no Subsidiary Company as
defied in clause 49 of the Listing Agreement.
Fixed Deposits
Your Company has not accepted any deposits from the public.
Directors
Mrs. Jyothi Bafna, Mr.Mahmoahn Banfa, Mr.Kamlesh P and Mr.Gopal B Ahuja
has been Co- | opted as an Additional Director of the Company with
effect from 12th October 2011. They holds office upto the commencement
of the Annual General Meeting. The Company has received notice under
section 257 of the Companies Act, 1956 from a member along with
requisite deposit, signifying his intention to propose the candidature
of the Director of the Company. Upon appointment Mrs.Jyothi Banfa,
Mr.Manmohan Bafna, Mr.Kamlesh P and Mr.Gopal B Ahuja shall be a
director liable to retire by rotation and offer themselves for
re-appointment.
Green Initiative
The Company in spirit supports the National Mission for Green India. As
a part of "green initiative" in Corporate Governance, Ministry of
Corporate Affairs (MCA) vide circular no.18/2011 dated 29.04.2011 has
permitted paperless compliances regarding sending of Annual Reports /
Notices by recognized communications through electronic mode (email) to
the shareholders under the Companies Act, 1956. The Company has taken
steps in writing letters to the shareholders to update their e mail ids
with the Company in order to enable the Company to dispatch Annual
Report and Notice by e mail. The Board has decided that as this is a
new initiation and complete awareness is yet to be created among
shareholders, this year the Company will send the above documents in
physical mode and from next Annual General Meeting the Company will be
sending the Annual Report, Notices and other communications to
shareholders in electronic mode also.
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, the Directors hereby by confirm that:
i. in the preparation of the Annual Accounts for the Financial Year
2011-12, the applicable Accounting Standards have been followed and
that there are no material departures;
ii. they have selected such accounting policies in consultation with
the statutory auditors 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 the year;
iii. they have taken proper and sufficient care to the best of their
knowledge 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. they have prepared the Annual Accounts on a going concern basis.
Auditors
M/s. Sunil Sethia & Associates, Chartered Accountants, are appointed as
auditors of the Company .The auditor's shall hold the office from the
conclusion of this Annual General Meeting until the conclusion of next
Annual General Meeting of the Company on such remuneration as may be
decided on mutual consent and advice of the Board and has given their
consent for re-appointment. Company has received a certificate under
Section 224(1B) from the retiring auditors regarding their eligibility
for re-appointment as the Company's Auditors for the year 2012-13.
Particulars of Employees
Statement of Information in accordance with the provisions of Sec.217
(2A) of the Companies Act, 1956 read along with the Companies
(Particulars of Employees) Rules 1975 as amended, is not applicable
because none of the employees of your company whether employed for a
part of the financial year or throughout the financial year has been
paid a remuneration of R.5,00,000/- per month or Rs.60,00,000/- per
annum.
Industrial Relations
Your Company enjoyed cordial industrial relations with the employees
and workers at all project sites.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo
Your company is not an industrial undertaking. Accordingly, particulars
with regard to conservation of energy and technology absorption and
adaptation required to be given under these heads in accordance with
the provisions of 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.
There are no Foreign Exchange earnings or outgo during the financial
year 2011-12.
The Management Discussion & Analysis Report
The Management Discussion & Analysis Report for the year ended under
review, as stipulated under Clause 49 of the Listing Agreements is
presented in a separate section forming part of the Directors Report.
Corporate Governance
Your Directors adhere to the requirements set out by the Securities
Exchange Board of India's, Corporate Governance practices and have
implemented all the stipulations prescribed. Report on Corporate
Governance as per Clause 49 of the Listing Agreement has been provided
in a separate section forming part of the Directors Report.
Acknowledgement
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders - Clients, Financial
Institutions, Banks, Central and State Governments, the Company's
valued investors and all other business partners for their continued
co-operation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to
its progress.
For and on behalf of the Board of Directors
Shantimull Nahar
Managing Director
Place: Chennai
Date: 20th August 2012