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Directors Report of Sterling Guaranty & Finance Ltd.

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting before the Shareholders, Directors'' Report and Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS Year ended Year ended 31st March 2014 31st March 2013 (Rs.in Lacs)

PROFIT (LOSS) BEFORE NON-CASH CHARGES (3.65) (3.20) PROFIT (LOSS) BEFORE TAX (3.65) (3.20) Provision for Taxation 0.00 0.00 NET PROFIT (LOSS) AFTER TAX (3.65) (3.20) Balance brought forward (820.54) (817.34) PROFIT (LOSS) CARRIED FORWARD (824.19) (820.54)

DIVIDEND In view of loss incurred and carry forward losses, no dividend is proposed.

GENERAL:

During the year under report, the Company had no business activity. It has suffered Net Loss of Rs.3.65 lacs compared to previous year of Rs.3.20 lacs because of nil operating income and minimum statutory & compliance expenses. The Company has become debt free Company and Sterling Investments (India) Ltd has advanced interest - free funds to meet the liabilities. Adequate provisions have been made as per prudential norms of Reserve Bank of India. The Company is registered NBFC with Reserve Bank of India.

OPERATIONS:

During the year NBFI Business was not carried out since Net Owned Funds (NOF) of the Company has fallen below the minimum prescribed limit. Fortunes of the Company will improve if it is merged with Sterling Investments (India) Ltd. The company is grateful to Indistock Securities Ltd for allowing the company to use its registered office free of cost.

FUTURE PLAN

Proposal of merger and amalgamation of the company subject to necessary approvals, sanctions, consents with Sterling Investments (India) Ltd, a duly registered NBFC having positive net worth, is delayed. It is hoped that final decision will take place.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with

proper explanations relating to material departures.

II. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period. iii. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Iv. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2014 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The company has no activities relating to conservation of energy of technology absorption. The Company has not earned or spent any foreign exchange during the year.

DIRECTORS

During the year under report, Mr. Sanjay R. Keswani, Non executive Independent Director resigns w.e.f. 08/08/2013 and In his place and to fill the casual vacancy caused due to his resignation, Mr. Sunil Kumar Jangir has been appointed as Non executive Independent Director w.e.f.08/08/2013. The Board places on record the valuable contribution made by Mr. Sanjay R. Keswani during his tenure as Director.

The Board recommends reappointment of Mr. Sunil Kumar Jangir as Directors who retires by rotation and being eligible offer himself for reappointment. The detailed Information and particulars of director seeking re appointment Is Incorporated In Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from the Public and does not hold any public deposit.

PARTICULARS OF EMPLOYEES

There were no employees during the year within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

AUDITORS AND AUDITORS'' REPORT

The remark In auditors'' report are self explanatory. The Auditor, M/s. VInod S. Mehta & Co. Chartered Accountants, retires at the conclusion of the meeting and Is eligible for re-appointment.

On behalf of the Board of Directors

Place: Mumbai D. D. MEHTA Dated: 30th May, 2014. Executive Chairman


Mar 31, 2013

The directors have pleasure in presenting before the Shareholders, Directors'' Report and Audited Accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS

Year ended Year ended 31st March 31st March 2013 2012 (Rs.in Lacs)

PROFIT (LOSS) BEFORE NON-CASH (3.20) (2.52)

CHARGES

PROFIT (LOSS) BEFORE TAX (3.20) (2.52)

Provision for Taxation 0.00 0.00

NET PROFIT (LOSS) AFTER TAX (3.20) (2.52)

Balance brought forward (817.34) (814.82)

PROFIT (LOSS) CARRIED FORWARD (820.54) (817.34)

DIVIDEND

In view of loss incurred and carry forward losses, no dividend is proposed.

GENERAL:

During the year under report, the Company had no business activity. It has suffered Net Loss of Rs.3.20 lacs compared to previous year of Rs.2.52 lacs because of nil operating income and minimum statutory & compliance expenses. The Company has become debt free Company and Sterling Investments (India) Ltd has advanced interest - free funds to meet the liabilities. Adequate provisions have been made as per prudential norms of Reserve Bank of India. The Company is registered NBFC with Reserve Bank of India.

OPERATIONS:

During the year NBFI Business was not carried out since Net Owned Funds (NOF) of the Company has fallen below the minimum prescribed limit. The effective steps are being taken to revive the fortunes of the Company. The company is grateful to Indistock Securities Ltd for allowing the company to use its registered office free of cost and advancing interest free loan Rs. 400,000 in this year (total Rs.20,00,000) to meet necessary statutory & compliance expenses.

FUTURE PLAN

It is proposed to do merger and amalgamation of the company subject to necessary approvals, sanctions, consents with Sterling Investments (India) Ltd, a duly registered NBFC having positive net worth, as per resolution passed by Board of Directors at their meeting held on 21st July 2010 at opportune time. Equity shares are listed on BSE.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period.

iii. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2013 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The company has no activities relating to conservation of energy of technology absorption. The Company has not earned or spent any foreign exchange during the year.

DIRECTORS

At the meeting of the Board of Directors held on 30th May 2013, Mr. Dhiren D. Mehta has been reappointed as Whole Time Director designated as "Executive Chairman" for a further period of three years with effect from 21st July 2013 without any remuneration subject to approval of shareholders. The necessary resolution is incorporated in Notice calling Annual General Meeting.

The Board recommends reappointment of Mr. Dhiren D. Mehta as Directors who retires by rotation and being eligible offer himself for reappointment. The detailed information and particulars of director seeking re appointment is incorporated in Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from the Public and does not hold any public deposit.

PARTICULARS OF EMPLOYEES

There were no employees during the year within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

AUDITORS AND AUDITORS'' REPORT

The remark in auditors'' report are self explanatory. The Auditor, M/s. Vinod S. Mehta & Co. Chartered Accountants, retires at the conclusion of the meeting and is eligible for re-appointment.

On behalf of the Board of Directors

Place: Mumbai

Dated: 30th May, 2013. Executive Chairman


Mar 31, 2012

The directors have pleasure in presenting before the Shareholders, Directors'' Report and Audited Accounts of the Company for the year ended 31st March 2012

FINANCIAL RESULTS Year ended Year ended 31st March 31st March 2012 2011 (Rs.in Lacs)

PROFIT (LOSS) BEFORE NON-CASH (2.52) (3.42) CHARGES

PROFIT (LOSS) BEFORE TAX (2.52) (3.42)

Provision for Taxation 0.00 0.01

NET PROFIT (LOSS) AFTER TAX (2.52) (3.43)

Balance brought forward (814.82) (811.39)

PROFIT (LOSS) CARRIED FORWARD (817.34) (814.82)



DIVIDEND

In view of loss incurred and carry forward losses, no dividend is proposed.

GENERAL:

During the year under report, the Company had no business activity. It has suffered Net Loss of Rs.2.52 lacs compared to previous year of Rs.3.42 lacs because of nil operating income and minimum statutory & compliance expenses. The Company has become debt free Company and Sterling Investments (India) Ltd has advanced interest – free funds to meet the liabilities. Adequate provisions have been made as per prudential norms of Reserve Bank of India. The Company is registered NBFC with Reserve Bank of India.

OPERATIONS:

During the year NBFI Business was not carried out since Net Owned Funds (NOF) of the Company has fallen below the minimum prescribed limit. The effective steps are being taken to revive the fortunes of the Company. The company is grateful to Indistock Securities Ltd for allowing the company to use its registered office free of cost and advancing interest free Rs. 247,480 in this year (total Rs.16,00,000) to meet necessary statutory & compliance expenses.

FUTURE PLAN

Effective steps are being taken for the proposed merger and amalgamation of the company subject to necessary approvals, sanctions, consents with Sterling Investments (India) Ltd, a duly registered NBFC having positive net worth, as per resolution passed by Board of Directors at their meeting held on 21st July 2010. The shares of the Company have been de listed from Ahmedabad Stock exchange as per SEBI guidelines. It is listed on BSE but last trade has taken place on 14-05-2009.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period.

iii. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2012 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The company has no activities relating to conservation of energy of technology absorption. The Company has not earned or spent any foreign exchange during the year.

DIRECTORS

The Board recommends reappointment of Mrs. Geeta V. Ashar as Directors who retires by rotation and being eligible offer himself for reappointment. The detailed information and particulars of director seeking re appointment is incorporated in Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from the Public and does not hold any public deposit.

PARTICULARS OF EMPLOYEES

There were no employees during the year within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

AUDITORS AND AUDITORS'' REPORT

The remark in auditors'' report are self explanatory. The Auditor, M/s. Vinod S. Mehta & Co. Chartered Accountants, retires at the conclusion of the meeting and is eligible for re-appointment.

On behalf of the Board of Directors

Place: Mumbai D. D. MEHTA

Dated: 25th May, 2012. Executive Chairman


Mar 31, 2011

The directors have pleasure in presenting before the Shareholders, Directors' Report and Audited Accounts of the Company for the year ended 31st March 2011

FINANCIAL RESULTS Year ended Year ended

31st March 31st March 2011 2010 (Rs.in Lacs)

PROFIT (LOSS) BEFORE NON-CASH (3.42) (4.26)

CHARGES



PROFIT (LOSS) BEFORE TAX (3.42) (4.26)

Provision for Taxation 0.01 0.01

NET PROFIT (LOSS) AFTER TAX (3.43) (4.27)

Balance brought forward (811.39) (807.12)

PROFIT (LOSS) CARRIED FORWARD (814.82) (811.39)

DIVIDEND

In view of loss incurred and carry forward losses, no dividend is proposed.

GENERAL:

During the year under report, the Company had no business activity. It has suffered Net Loss of Rs.3.42 lacs compared to previous year of Rs.4.26 lacs because of nil operating income and minimum statutory & compliance expenses. The Company has become debt free Company and Sterling Investments (India) Ltd has advanced interest - free funds to meet the liabilities. Adequate provisions have been made as per prudential norms of Reserve Bank of India. The Company is registered NBFC with Reserve Bank of India.

OPERATIONS:

During the year NBFI Business was not carried out since Net Owned Funds (NOF) of the Company has fallen below the minimum prescribed limit. The effective steps are being taken to revive the fortunes of the Company. The company is grateful to Indi stock Securities Ltd for allowing the company to use its registered office free of cost and advancing interest free Rs.352,520 in this year (total Rs.13,52,520) to meet necessary statutory & compliance expenses.

FUTURE PLAN

Effective steps are being taken for the proposed merger and amalgamation of the company subject to necessary approvals, sanctions, consents with Sterling Investments (India) Ltd, a duly registered NBFC having positive net worth, as per resolution passed by Board of Directors at their meeting held on 21st July 2010. The shares of the Company have been de listed from Ahmedabad Stock exchange as per SEBI guidelines. It is listed on BSE but last trade has taken place on 14-05-2009.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period.

iii. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2011 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The company has no activities relating to conservation of energy of technology absorption. The Company has not earned or spent any foreign exchange during the year.

DIRECTORS

The Board recommends reappointment of Mr. Sanjay Keswani as Directors who retires by rotation and being eligible offer himself for reappointment. The detailed information and particulars of director seeking re appointment is incorporated in Corporate Governance Report.

The Executive Chairman Mr. Dhiren D. Mehta has been managing the Company as Honorary after resignation of Manager Mr. Mahendra K. Gandhi on 20/07/2010.

DEPOSITS

The Company has not accepted any deposits from the Public and does not hold any public deposit.

PARTICULARS OF EMPLOYEES

There were no employees during the year within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

AUDITORS AND AUDITORS' REPORT

The remark in auditors' report are self explanatory. The Auditor, M/s. Vinod S. Mehta & Co. Chartered Accountants, retires at the conclusion of the meeting and is eligible for re-appointment.

On behalf of the Board of Directors

Place: Mumbai D. D. MEHTA

Dated: 30th May, 2011. Executive Chairman


Mar 31, 2010

The directors have pleasure in presenting before the Shareholders, Directors Report and Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS Year ended Year ended 31st March 31st March 2010 2009

(Rs.in Lacs)

PROFIT (LOSS) BEFORE NON-CASH (4.26) (3.26)

CHARGES

PROFIT (LOSS) BEFORE TAX (4.26) (3.26)

Provision for Taxation 0.01 0.01

NET PROFIT (LOSS) AFTER TAX (4.27) (3.27)

Balance brought forward (807.12) (803.85)

PROFIT (LOSS) CARRIED FORWARD (811.39) (807.12)

DIVIDEND

In view of loss incurred and carry forward losses, no dividend is proposed.

GENERAL:

During the year under report, the Company has suffered Net Loss of Rs.4.26 lacs compared to previous year of Rs.3.26 lacs because of nil operating income. The Company has become debt free Company and Sterling Investments (India) Ltd has advanced interest - free funds to meet the liabilities. Adequate provisions have been made as per prudential norms of Reserve Bank of India. The Company is registered NBFC with Reserve Bank of India.

OPERATIONS:

During the year NBF1 Business was not carried out since Net Owned Funds (NOF) of the Company has fallen below the minimum prescribed limit. The effective steps are being taken to revive the fortunes of the Company.

FUTURE PLAN

Board of Directors are exploring steps to be taken to revive the Company. This will be implemented subject to necessary approvals, sanctions from statutory authorities. Board of Director of the Company have subject to necessary approvals, sanctions, consents in principle agreed to merge and amalgamate with Sterling Investments (India) Ltd, a duly registered NBFC having positive net worth. This merger and amalgamation will augment NOF of the company exceeding minimum requirement of Rs. 25 lacs. The company will become debt free and loss free with capacity to raise resources. The shares of the Company has been de listed from Ahmedabad Stock exchange as per SEBI guidelines. It is decided to demate the shares of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period.

iii. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2010 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The company has no activities relating to conservation of energy of technology absorption. The Company has not earned or spent any foreign exchange during the year.

DIRECTORS

Mr. Mahendra K. Gandhi resigned as Director and Manager of the Company with effect from 21-07-2010. The Board places on record their appreciation for services rendered by Mr. Mahendra K. Gandhi during his tenure as Director & Manager.

At the meeting of the Board of Directors held on 21st July 2010, Mr. Dhiren D. Mehta has been appointed as Whole Time Director designated as "Executive Chairman" for a period of three years with effect from 21st July 2010 without any remuneration subject to approval of shareholders. The necessary resolution is incorporated in Notice calling Annual General Meeting.

The Board recommends reappointment of Mr. Dhiren D. Mehta as Directors who retires by rotation and being eligible offer himself for reappointment. The detailed information and particulars of director seeking re appointment is incorporated in Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from the Public and does not hold any public deposit.

PARTICULARS OF EMPLOYEES

There were no employees during the year within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

AUDITORS AND AUDITORS REPORT

The remark in auditors report are self explanatory. The Auditor, M/s. Vinod S. Mehta & Co. Chartered Accountants, retires at the conclusion of the meeting and is eligible for re-appointment.

On behalf of the Board of Directors

Place: Mumbai D. D. MEHTA

Dated: 21st July, 2010. Executive Chairman

 
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