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