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Directors Report of Suchitra Finance & Trading Company Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2015.

Financial Highlights:

The summarized financial results for the year ended 31st March, 2015 are as follows:-

Particulars For the year ended For the year ended 31.03.2015 31.03.2014. Amount (in Lakhs) Amount (in Lakhs)

Sales/Revenue from operations 34.19 8.65

Other Income 0.03 -

Total Revenue 34.22 8.65

Less: Total Expenses 20.62 4.55

Profit before Depreciation, Finance Cost 13.60 4.10

& Tax

Less: Depreciation 0.15 0.10 Finance Cost 9.17 -

Profit/Loss before Tax 4.28 4.00

Less: Tax 1.91 0.84 Profit/(Loss) after Tax 2.37 3.16

Earnings Per share 0.03 0.03

Review of Operations:

During the year under review, the Company has registered revenue of Rs. 34.19 Lakhs (Previous year Rs.8.65 Lakhs) and Net Profit after tax of Rs. 2.37 Lakhs (Previous year Rs. 3.16 Lakhs). The Company continued to operate in the same business and there was no change in business activity. No material changes of the Company occurred between end of the financial year and the date of this report.

Dividend:

Since the Company has inadequate profits, your Directors think it prudent to plough back the profits and therefore, do not recommend any dividend for the year under review.

Directors:

In accordance with the Articles of Association of the Company and in view of the provisions of Section 152 of the Companies Act, 2013, Mr. V. K. Sodani (DIN: 00403740), directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independent Director prescribed both under section 149 (6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement enter into with the Stock Exchanges.

Public Deposits:

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Subsidiaries & associate companies:

The Company does not have any subsidiary or associate companies.

Segment Reporting:

The Company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given.

Reserve Bank of India Guidelines for NBFCs:

(Non Banking Financial Companies)

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

Extract of Annual Return:

An extract of Annual Return in MGT 9 is appended to this Report as Annexure 'A'.

Listing of Shares on BSE Limited:

The Equity Shares of the Company are listed on BSE Limited and admitted for trading w.e.f. 17th October, 2014.

Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

Director's responsibility statement:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that 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 the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) 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 fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Key Managerial Personnel:

During the year under review, the Company has appointed the following persons as the Key Managerial Personnel.

Sr. No. Name of the person Designation

1. Mrs. Anjana Soni Whole Time Director

2. Ms. Deepal Shah Company Secretary

3. Ms. Antima Soni ChiefFinancial Officer

Board evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their meeting held on 22nd September, 2014. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of the Board of Directors:

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms a part of the Corporate Governance Report.

Audit Committee:

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee comprising of Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of audit committee and other details are explained in the Corporate Governance Report.

Remuneration & Nomination Policy:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company (www.sftc.co.in)

Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for approval. The Company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the Company.

The details of related party transactions are disclosed in Note No. 20 attached to and forming part of the accounts.

Depository Services:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE475D01010.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

Code of Conduct:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website www.sftc.co.in.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

Statutory Auditor:

M/s. K. K. Khadaria & Co., Chartered Accountants, (Firm Registration No.105013W) were appointed as the Statutory Auditors of the Company at the AGM held on 29th September, 2014 to hold office until the conclusion of the 36th consecutive AGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. K. K. Khadaria & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

Secretarial Audit:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Rules made there under, the Company has appointed M/s. Reena S. Modi & Associates (Membership No. 25346), a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure 'B' and forms an integral part to this Report.

Auditor's Report/ Secretarial Audit Report:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments.

Internal Control Systems and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Corporate Governance and Management Discussion & Analysis Reports:

The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as a separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earning

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

Acknowledgment:

The Board of Directors wish to place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government, and Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the Company.

For, M/s Suchitra Finance & Trading Co. Ltd.

Sd/-

Mr. Vinod Sodani

Chairman

DIN: 00403740

Date: 30th May, 2015

Place: Mumbai


Mar 31, 2014

The Members,

The Directors have immense pleasure in presenting the Thirty First Annua] Report together with the Audited Accounts of the Company for the financial year ended 31sl March'' 2014.

Financial Results:

(Amt.in Lakhs) Particulars For the year For the year ended 31.03.014 ended31.03.2013

Sales/Revenue from operations 8.65 8.75

Less: Total Expenses 4.55 7.13

Profit before Depreciation and Tax 4.09 1.62

Less: Depreciation 0.09 0.03

Profit/Loss before Tax 4.00 1.58

Less: Tax 0,84 0.55

Profit/(Loss) after Tax 3.16 1.03

Amount transferred to Special Reserve 0.25 1.54 u/s 45-IC of RBI Act, 1934

Earning per share 0.03 0.01

Dividend:

Since the Company has inadequate profits, your Directors think it prudent to plough back the profits and therefore, do not recommend any dividend for the year under review.

Public Deposits:

Your company has not accepted any deposits''from the public and as such no amount of principal and interest was outstanding as on the date of Balance Sheet for the year ended 3 la March, 2014.

Directors:

In accordance with the Articles of Association of the company and in view of the provisions of Section 152 of the Companies Act, 2013, Mrs. Anjana Soni Thakur & Mr, Mahesh C. Lakhotia , directors of the company retire at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

During the year under review, Mr. B.L.Maheshwari, Independent Director resigned from the directorship & Mr. Pankaj Dhoothas been appointed as Independent Director with effect from 16,h April, 2013.

Further more, in accordance with the provisions of Section 203 of the Companies Act, 2013 read with applicable rules there under, Ms. Antima Soni was appointed as the Chief Financial officer of the company with effect from 13th August, 2014.

Segment Reporting

The company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given.

Reserve Bank Of India Guidelines For NBFCs (Non Banking Financial Companies)

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

Particulars of Personnel Under Section 217(2A)

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the financial year 2013-2014.

Directors'' Responsibility Statement

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting, standards have been followed along with proper explanation relating to material departures;

(ii) the 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 ending 3151 March, 2014 and of the profit/losses of the company for that period;

(iii) the directors have taken proper and sufficient care 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 to the best of their ability;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

Disclosure under section 217(l)

(b) of the Companies Act, 1956.

In accordance with the Notification No. DNBS.222/CGM(US)-2011 dated 17.01.2011 issued by the Reserve Bank of India (RBI) vide its directions to all NBFCs to make a general provision of 0.25% on the standard assets, the company has recognized Contingent Provisions against Standard Assets as at the year end aggregating to Rs. 25,284/- as compared to that of preceding year of Rs. 1,54,001/-.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock exchanges, a separate section titled "Corporate Governance Report " has been included in this Annual Report, along with the reports on Management Discussion and Analysis Report.

All Board members and Senior Management personnel have affirmed compliance with the code of conduct for the year 2013-2014. A declaration to this effect is signed by the Chairman.

Dematerialization

The Settlement of trades by all investors in equity shares of the Company can be made in dematerialized form. The Company in this regard has already complied with the necessary formalities. The members can now opt for the benefit of the same.

Auditors

M/s. K K Khadaria & Co, Chartered Accountants, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. .

The company has received from them, a confirmation letter to the effect that their reappointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and the rules made there under.

Auditors'' report:

As regards Auditors observation, the relevant notes on account are self explanatory and does not call for any further comments.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earning

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

Acknowledgment:

The Board of Directors wish to place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the company. .

For, M/s Suchitra Finance & Trading Co. Ltd. Sd/- sd/- Mr. Vinod Sodani Mrs. Anjana Soni Director Director DfN No.00403740 DINNo.00401469.

Date: 13th August, 2014 Place; Mumbai.


Mar 31, 2013

The Members,

The Directors have immense pleasure in presenting the Thirtieth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March'' 2013.

Financial Results: (Rs. In Lakhs.)

Particulars For the year For the year ended 31.03.2013 ended 31.03.2012

Sales/Revenue from operations 8.75 30.18

Less: Total Expenses 7.13 30.63

Profit before Depreciation and Tax 1.62 (0.45)

Less: Depreciation 0.03 —

Profit/ Loss before Tax 1.58 (0.45)

Less: Tax 0.55 0.65

Profit/(Loss) for the year 1.03 (1.10)

Paid up Share capital 932.25 932.25

Earning Per Equity share 0.01 (0.01)

Dividend:

Since the Company has inadequate profits, your Directors think it prudent to plough back the profits and therefore, do not recommend any dividend for the year under review.

Public Deposits:

The company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

Directors:

During the year under review, there was no change in composition of the Board of Directors.

Furthermore, Mr. Vinod K. Sodani & Mr. Mahesh C. Lakhotiya , directors of the company retire at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Segment Reporting

The company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given.

Reserve Bank Of India Guidelines For NBFCs (Non Banking Financial Companies)

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

Particulars of Personnel Under Section 217(2A)

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the financial year 2011-12.

Directors'' Responsibility Statement

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the 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 ending 31st March, 2012 and of the profit/losses of the company for that period;

(iii) the directors have taken proper and sufficient care 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 to the best of their ability;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

Disclosure under section 217(1)(b) of the Companies Act, 1956.

In accordance with the Notification No. DNBS.222/CGM(US)-2011 dated 17.01.2011 issued by the Reserve Bank of India (RBI) vide its directions to all NBFCs to make a general provision of 0.25% on the standard assets, the company has recognized Contingent Provisions against Standard Assets as at the year end aggregating to Rs. 1,54,001/-.

Corporate Governance

Your company is committed to maintain high standards of Corporate Governance and adheres to the stipulations as set out in the Listing Agreements with the Stock Exchanges and has implemented all the prescribed requirements.

Pursuant to Clause 49 of the Listing Agreement with Stock exchanges, a separate section titled "Corporate Governance" has been included in this Annual Report, along with the reports on Management Discussion and Analysis Report.

All Board members and Senior Management personnel have affirmed compliance with the code of conduct for the year 2012-2013. A declaration to this effect signed by the Chairman.

Dematerialization

The Settlement of trades by all investors in equity shares of the Company can be made in dematerialized form. The Company in this regard has already complied with the necessary formalities. The members can now opt for the benefit of the same.

Auditors

M/s. K K Khadaria & Co, Chartered Accountants, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received from them, a confirmation letter to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 225 of the Said Act.

Auditors'' report:

As regards Auditors observation, the relevant notes on account are self explanatory and does not call for any further comments.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earning

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

Acknowledgment:

The Board of Directors wish to place on record their appreciation for the assistance and co- operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the company.

For, M/s Suchitra Finance & Trading Co. Ltd.

Sd/- Sd/- Mr. Vinod Sodani Mrs. Anjana Soni Director Director.

Date: 27th May, 2013. Place: Mumbai.


Mar 31, 2012

To the Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March'' 2012.

FINANCIAL RESULTS:

During the year under review the Company has suffered a loss of Rs 1.10 Lacs as compared to profit of Rs. 0.28 lacs earned in the previous year. Your directors are hopeful of achieving better results during the current year.

DIVIDEND:

Since the Company has incurred Losses, the Directors do not recommend any dividend for the year under review.

PUBLIC DEPOSITS:

The company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS:

During the year under review, Mr. Kishan Choudhary, Director, resigned from the directorship of the company with effect from 30th September, 2011. The Board places on record its gratitude for the services rendered by him as director during his tenure as member of the Board.

Furthermore, Mr. B.L.Maheshwari & Mr.Raj.K.Jagetia, directors of the company retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

SHIFTING OF REGISTERED OFFICE:

The Registered office of the Company has been shifted from the state of West Bengal to the state of Maharashtra w.e.f 31st July, 2012.

SEGMENT REPORTING

The company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given.

RESERVE BANK OF INDIA GUIDELINES FOR NBFCs (Non Banking Financial Companies)

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

PERSONNEL UNDER SECTION 217(2A)

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the financial year 2011-12.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the 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 ending 31st March, 2012 and of the profit/losses of the company for that period;

(iii) the directors have taken proper and sufficient care 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 to the best of their ability;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

DISCLOSURE UNDER SECTION 217(1)(b) OF THE COMPANIES ACT, 1956.

For the Financial year ended 31st March, 2012, the company has not transferred any amount to Reserves.

CORPORATE GOVERNANCE

Your company is committed to maintain high standards of Corporate Governance and adheres to the stipulations as set out in the Listing Agreements with the Stock Exchanges and has implemented all the prescribed requirements.

DEMATERIALISATION

The Settlement of trades by all investors in equity shares of the Company can be made in dematerialized. The Company in this regard has already complied with the necessary formalities. The members can now opt for the benefit of the same.

AUDITORS

M/s. K K Khadaria & Co, Chartered Accountants, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received from them a confirmation letter to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 225 of the Said Act.

AUDITORS'' REPORT:

As regards Auditors observation, the relevant notes on account are self explanatory and does not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

ACKNOWLEGMENT:

The Board of Directors wish to place on record their appreciation for the assistance and co- operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the company.

For, M/s Suchitra Finance & Trading Co. Ltd. Sd/- Sd/- Mr. Vinod Sodani Mrs. Anjana Soni Director Director.

Date: 03rd September, 2012. Place: Mumbai.


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Eightieth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March'' 2011.

FINANCIAL RESULTS:

The Company has made a Profit of Rs 28,011 after providing for taxation purposes, which when added with the previous year''s profit of Rs. 4,62,244, makes a total credit balance of Rs.4,90,256, which your directors decided to carry forward.

PERFORMANCE:

During the year under review, the company has earned a profit of Rs. 28,011 in comparison to previous financial year''s loss of Rs. 1,78, 202. Your Directors are continuously making efforts to generate new avenues for future growth of the company in finance sector.

DIVIDEND:

Your directors feel prudent to plough back the profits for future expansion plans and do not recommend any dividend for the year ended 31st March, 2011.

PUBLIC DEPOSITS:

The company has not accepted any deposits from the general public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS:

During the year under review, Mr. V. K.Sodani, Mr. Mahesh K. Lakhotia and Ms. Anjana Soni were inducted as the Additional Directors of the company with effect from 08th November, 2010 in accordance with the provisions of Section 260 of the Companies Act, 1956 and subject to the Articles of Association of the company, to hold office until the ensuing Annual General Meeting of the company.

The company has received notices under Section 257 of the Companies Act, 1956 proposing their candidature for the office of the directors of the company. The Board therefore, recommends the appointment of Mr. V. K. Sodani, Mr. Mahesh C. Lakhotia and Ms. Anjana Soni as directors of the company in the ensuing Annual General Meeting liable to retire by rotation.

Mr. B.L.Maheshwari and Mr. Rajkumar Jagetia were appointed as the Independent Directors.

Further, Mr. Manish Trivedi and Mr. Anand Trivedi resigned from their directorships of the company with effect from 20th January, 2011. The Board places on record its gratitude for the services rendered by these directors during their tenure as members of the Board.

Further more, Mr. Kishan Choudhary, director of the company retires at the ensuing Annual General Meeting and being eligible offers himself fore re-appointment.

CHANGE IN MANAGEMENT:

Your company has been acquired by M/s Marigold Investrade Pvt. Ltd (new promoter) on 31st March, 2011 which acquired 49.419% of the total paid up capital of the company by exercising an open offer under Regulation 10 & 12 of SEBI (SAST) Regulation 1997.

DELISTING OF SHARES:

At present the equity shares of the company are listed at Calcutta Stock Exchange and Guwahati Stock Exchange. In the light of negligible trading volume and no shareholder base, the Board of Directors has recommended getting its securities delisted from the Guwahati Stock Exchange.

SUBSIDIARY COMPANY:

The company has no subsidiary.

SEGMENT REPORTING

The company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given.

RESERVE BANK OF INDIA GUIDELINES FOR NBFCs (Non Banking Financial Companies)

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

PERSONNEL UNDER SECTION 217(2A)

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the financial year 2010-11.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the 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 ending 31st March, 2011 and of the profit of the company for that period;

(iii) the directors have taken proper and sufficient care 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 to the best of their ability;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

DISCLOSURE UNDER SECTION 217(1)(d) OF THE COMPANIES ACT, 1956.

For the Financial year ended 31st March, 2011, the company has not transferred any amount to Reserves. Therefore, your company proposes to transfer the entire amount of profit to Profit and Loss Account of the company.

CORPORATE GOVERNANCE

Your company is committed to maintain high standards of Corporate Governance and adheres to the stipulations as set out in the Listing Agreements with the Stock Exchanges and has implemented all the prescribed requirements.

DEMATERIALISATION

The Settlement of trades by all investors in equity shares of the Company can be made in dematerialized. The Company in this regard has already complied with the necessary formalities. The member can now opt for the benefit of the same.

AUDITORS

M/s P. D. Randar & Co., Chartered Accountants, Statutory Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and intimated their un-willingness to be re- appointed due to their other preoccupation. As such, it is proposed to appoint M/s. K K Khadaria & Co, Chartered Accountants, as the Statutory Auditors of the Company to hold office until the conclusion of the next Annual General Meeting, for which, the Company has received the statutory confirmation that the proposed appointment, if made, will be in accordance with the limit prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT:

As regards Auditors observation, the relevant notes on account are self explanatory and does not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

ACKNOWLEGMENT:

The Board of Directors wish to place on record their appreciation for the assistance and co- operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the company.

By order of the Board of Directors For M/s Suchitra Finance & Trading Co. Ltd.

Sd/-

Mr. Kishan Choudhary Director.

Date: 25.05.2011. Place: Kolkata.

 
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