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Directors Report of Subway Finance & Investment Co. Ltd.

Mar 31, 2014

Dear Shareholders:

The Directors have pleasure in presenting the Annual Report on the business and operations of the Company and Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

Amount in Rupees

Year ended 31st Year ended 31st March 2013 Particulars March 2014

- Sales and Other Income 1618554

(8,58,296) Profit/(Loss) Before Tax 1172279

(12,84,619) Profit/(Loss) After Tax 947337

33,28,533 Balance brought forward from previous years 67914

20.43.914 Surplus 1041098

19,76,000 Less: Transfer to Reserve 189468

67.914 Surplus Carried forward 851630

GENERAL REVIEW

The Company''s performance was not satisfactory during the year. Your Directors are hopeful that the Company shall be able to achieve its target of Net Profit in the year to come. The future of the company seems to be bright.

DIVIDEND

Directors do not recommend any payment of dividend.

DIRECTORS IN THE COMPANY

The Company has following directors in the Company:

Kalpesh Kanubhai Shah Suketu Bhogilal Shah Mayur Kantilal Shah Ashok Narottam Tanna Sandeep Padmakant Parikh Janaki Nehal Shah Dilip Madhubhai Karelia

On 22nd July, 2014, Mr. Sandeep Parikh and Ms. Janki Shah were appointed as Additional Director. Appoint a Director in place of Mr. Suketu Shah (holding DIN 01227301), who retires by rotation and, being eligible offers himself for reappointment

TRANSFER TO RESERVES IN TERMS OF SECTION 217 (1HB) OF THE COMPANIES ACT, 1956:

For the financial year ended 31st March, 2014, the Company had transfer Rs. 189468/- to Reserves.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

None of the employee of the company received remuneration in excess of the limit specified u/s 217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY

The details as required by Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are not applicable to the Company having regard to the nature of business of the Company.

COMPLIANCE CERTIFICATE

The Compliance Certificate required under section 383A of Companies Act, 1956 received for the year ended 31st March, 2014 is attached herewith.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In presentation of the annual accounts, the applicable standards had been followed along with proper explanation relation to material departures;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detection fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis.

AUDITORS

Your Company has appointed, M/S V.C. Vyas & Associates, Chartered Accountants, Udaipur to conduct the audit for the financial year 2013-2014 and hold office till the conclusion of the ensuring Annual General Meeting of the Company.

M/S V.C. Vyas & Associates, Chartered Accountants, Udaipur, are due for retirement in accordance with the provisions of the Companies Act, 2013 at the ensuing Annual General Meeting. M/S V.C. Vyas & Associates, Chartered Accountants, Udaipur are being appointed as the Statutory Auditors of your Company at the ensuing Annual General Meeting. Your Directors recommend their appointment for the ensuing year.

The Company has received letters from M/s. V.C. Vyas & Associates, Chartered Accountants, Udaipur, to effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

APPRECIATION

We wish to place on record our deep and sincere appreciation for the contribution made by the workers, staff and executives to the performance of the Company.

For Subway Finance & Investment Company Limited

Date: 30th May, 2014 Kalpesh Shah Suketu Shah

Place: Mumbai Managing Director Director DIN: 01227205 DIN: 01227301


Mar 31, 2013

The Member of SUBWAY FINANCE AND INVESTMENT CO. LIMITED,

Dear Shareholder

The Directors have pleasure in presenting the Annual Report on the business and operations of the Company and Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINAPCIAL RESULTS Amount in Rs.

Year ended Year Ended Particulars 31st March 2011 31st March 2013

Sabs and Other Income (16.82.731 ) froth htfthre tax (16.82.791 >

Profit aftcrm (12,84,619) 50,11,324

Balance brought forward fromprevious year 33.28.533 33.28.533

Surplus 20,43,914

Less: Transfer to Reserves 19,76,000

33,28,533 [Surplus carried forward 67,914

GENERAL REVIEW:

The company''s perform once was not satisfactory during the year. I he company could not achieve its turnover as well it could not achieve its target of Net Profit. Your Directors are hopeful lhut the company shall be able to achieve its target of Net Profit in the year to come. The future of the company seems to be bright

DIVIDEND:

In view of the losses incurred by the company, directors do not recommend any payment or dividend.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the year under review,

PARTICULARS OF EMPLOYEES:

Norte of die employee of the company received remuneration in excess of the limit specified u/s 217 (2 A) of the Companies Act, 1956, l V

DIRECTORS IN THF COMPAM :

The Company has fol lowing director; in the Company:

a) Kalpesh Kanubhai Shah

b) Sukctu Bhogiial Shah

c) Maytir KantilaJ Shah

d) Ashok Narouam Tarina

t) Amu lakh Bhupstray Mehta 0 Javesh Amulakh Mchu g) Dilip Madhubhai Karelia

MATERIAL CHANGES:

5. Pursuant in completion of open offer under SEBl (Substantial Acquisition of shares and takeovers) Regulations. 20 M, the entire shares held by earlier promoters of ihe Company. Lfc, M/s, AJS Enterprises LLP and M/s, AJS Nirman LLP were iransferred to the new promoters.

6. The Company has appointed Mr. Dilip Karelia and Mr, Ashok Timna as an Additional and Independent Directors of the Company w.e.f 31.12.2012.

7. Mr. Kaipcsh Shah was appointed as Additional Director and Managing Director of the Company For period of 5 years w.e.f. Sth February, 2013 at Nil remuneration. The Company has appointed Mr. Mayur Shah and Mr. Sukctu Shah, as an Additional Directors of the Company w.tf 8th February, 2013.

8. The registered office of the Company had been changed.

9. Post completion of financial year, die Company had initiated the process of postal ballot for seeking approval of shareholders for alteration of Main object clause and Incidental and ancillary Objects clause of the Memorandum or Association of the Company, change of name of the Company to "Sadguru Fincon Ltd" and for appointment of new auditor to fill the casuai vacancy pursuant to resignation of die earlier auditors of die Company. As on the date of this Report, the postal ballot process has been completed. However, other procedural format!lies for change in Objects clause and Name of the Company with the Registrar of Companies (ROC) and Reserve Bank of India (.RBII are yet to he completed as on the date of this Report.

DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY:

The details as required by Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are not applicable to the Company having regard to the nature of business of the Company.

COMPLIANCE CERTIFICATE

The Compliance Certificate required under section 383A of Companies Act, 1956 received tor the year ended 31" March, 2013 is attached here with.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to sect ion of the Com pan ies A ct, T 956 the Directo re con firm that:

10, In presentation of the annual accounts, the applicable standards hod been followed aiong with proper explanation relation to material departures: 1 L The Directors had selected such accounting polities and applied (hem consistently and made judgments and estimates that arc reasonable and prudent so as to give a true and lair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

12- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detection fraud and oiher irregularities;

13. The Director had prepared the annual accounts on a going concern basis.

AUDITORS

M/a N B S A Co,* Chartered ccountants, arc auditors appointed vide ordinary resolution passed by postal ballot process, pursuant to casual vacancy caused by resignation of old auditors M/s. N. B. Parekh & Associates, Chartered Accountants.

At the forthcoming Annual General Meeting, M/s _N B S & Cm Chartered Accountants, arc retiring auditors eligible for reappointment and have offered themselves for reappointment.

APPRECIATION:

We wish to place on record our deep and sincere appreciation for ibe contribution mode by the workers, staff and executives to the performance of the Company.

Date: 31st August 2013 For and on behalf of the Board of Directors

Place : Mumbai Managinag


Mar 31, 2011

TO THE MEMBERS OF SUBWAY FINANCE AND INVESTMENT CO LIMITED

The Directors have the pleasure in presenting their Annual Report before you, on the working of the company, for the year ended 31st March,2011

FINANCIAL RESULTS

(Amount in Rupees)

PARTICULARS 2010-2011 2009-2010

Sales & Other income 1,083,068.00 1,171,130.00

Less: Expenditure 223,444.00 304,252.00

Profit/(Loss) Before Tax 859,624.00 866,878.00

Less: Provision for Taxation (270,307.00) (265,246.00)

Add/Less: Deferred Tax Liabilities 84.00 36.00

Profit After Tax 589,401.00 601,768.00

PERFORMANCE DURING THE FINANCIAL YEAR

The company has earned profit of Rs.589,401/- during the current financial year as against Rs 601,768/- earned during the previous financial year Board is hopeful of better performance during the ensuing financial year.

DIVIDEND

In view to conserve the finance for future development of the Company. your directors do not recommend any payment of dividend.

MATERIAL CHANGES AND COMMITMENTS AS ON DATE Of AGM

As on the date of AGM, teh company has made following material changes:

1. CHANGE IN DIRECTORSHIP:

The company has appointed Mr. Amulakh Bhupatray Mehta and Mr.Jayesh Amulakh mehta as Additional Director of the company in compliance with section 260 of the companies Act,1956 on 18th April,2011.

II.ACQUISITION OF PROMOTERS SHAREHOLDING:

The promoters shareholding in the company has been acquired by AJS Enterprises LLP and AJS Nirman LLP, all the formalities for open offer to the public category shareholders, as required under SEBI(Substantial Acquisition of shares & Takcovers) Regulations, 1997 were duly completed.

DEPOSIT FROM PUBLIC

The company has not accepted any deposits from the members of the public as defined in section 58A of the Company's Act 1956.

EMPLOYEES

There was no employee drawing remuneration in excess of limits specified u/s 217(2A) of the company's Act 1956, hence the provision are not applicable.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) OF RULES,1988

The provisions relating to energy conversation and technology absorption is not applicable to the company. The company has not made any expenditure on research and Development. There was no payment or earnings made by the company in Foreign Exchange during the year.

AUDITORS OF THE COMPANY

Your company's Board of Directors propose to appoint M/s.N.B.Parekh & Associates, chartered Accountants of mumbai as statutory auditors of the company in place of retiring auditors. J.SBhatia & Co., subject to the approval of the members at the forthcoming Annual General Meeting A special notice under section 225 read with section 190 of the companies Act, 1956 has been received by a member of the company proposing to appoint the new auditors in place of retiring auditors at the forthcoming Annual General Meeting. The company has received certificate from auditors to the effect that their appointment, if made, would be within the prescribed limits under section 224(l) of the companies Act 1956, You are requested to appoint auditors to hold such office from the conclusion of this Annual General Meeting and to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the companies Act, 1956 Your directors hereby confirm that:

1. in preparation of annual accounts applicable Accounting standards had been followed with proper explanation relating to material departures.

2. the directors had selected such accounting policies and applied them consistently and make 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 or loss of the company for that period.

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting and detecting fraud and other irregularities.

4. that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS:

The Board wishes to place on record its gratitude towards the shareholders, the employees, the bankers and the Auditors for their continued co-operation.



FOR SUBWAY FINANCE AND INVESTMENT CO LIMITED

Dated : 29th August 2011

Place : Mumbai Amulakh Bhupatray Mehta (Director)

Jayesh Amulakh Mehta (Director)


Mar 31, 2010

The Directors present the 27th Annual Report on the business, operations and the Audited Accounts of your Company for the financial year ended 31st March, 2010.

Financial Results:

Financial Results for the financial year ended 31st March 2010 are as under:

(Rs. in Lacs)

Particulars For the year For the year

ended ended

31st March 2010 31st March 2009

Gross Revenue 11.71 28.97

-Profit before Depreciation, Interest and

Tax(PBDIT) 9.40 25.25

Less: Interest & Depreciation 0.73 11.51

Profit before Taxation 8.67 13.74

Provision for Taxation & Deferred Tax Current Tax (2.65) (4.39)

- Deferred Tax OCX) 0.00 0.00

Profit after Tax 6.02 9.35

Balance brought forward from last year 0.00 0.00

Balance carried to Balance Sheet 6.02 9.35





Performance:

During the year under review, the Companys gross revenue was Rs. 11.71 lacs and earned Net Profit after Tax of Rs. 6.02 compared to Rs. 28.97 lacs and Rs. 9.35 lacs respectively of the previous financial year.

Your Directors are taking measures to explore possibilities to improve the working of the Company.

Dividend:

With a view to conserve the resources for meeting future requirements, your Directors have thought it prudent not to recommend any dividend for the year under review.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Kantilal Vakharia, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment. The Board recommends his re-appointment.

Directors Responsibility Statement:

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

(a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

(b) that the accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2010 and of the Profits for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

Particulars u/s.217 (2A) of the Companies Act, 1956:

None of the employees of the Company, whether appointed for full or part of the year, were in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Auditors:

M/s. J. S. Bhatia & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible, offer themselves for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office. Members are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration.

Auditors Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Fixed Deposits:

During the year under review, the company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

Conservation of Energy, Technology Absorption, foreign Exchange Earnings & Outgo:

The Company is not engaged in manufacturing activities hence, the requirements of disclosures in terms of Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosures of the Particulars in the report of the Board of Directors), Rules, 1988 pertaining to the conservation of energy and technology absorption are not applicable to the Company.

During the year under review, there was no foreign exchange earnings and outgo.

Acknowledgements:

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Bankers, members of medical profession, Vendors and the shareholder fraternity whose continued co-operation has been of immense strength to the Management all these years. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company.



For and on behalf of the Board

Place: Mumbai Umanath Agarwal P.M. Govindan

Dated:29th May, 2010 Director Director





 
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