Mar 31, 2015
Dear Members,
The Directors take the privilege of presenting the 35th Annual Report
and Audited Accounts for the year ended 31st March 2015 to the members
of the Company.
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars For the year ended For the year
on ended on
31.03.2015 31.03.2014
Total Income 51.20 60.12
Total Expenditure 21.83 13.74
Depreciation 0.00 0.02
Profit Before Tax 29.37 46.38
Provision for Tax & 9.03 14.41
Deferred Tax
Profit After Tax 20.33 31.97
During the year under review, the total revenue earned is Rs.51.20/-
Lacs compared to previous year's revenue of Rs. 60.12/- Lacs. The
profit before tax stands at Rs. 29.37/- Lacs as compared to Rs. 46.38/-
Lacs during the previous year.
DIVIDEND
Your Directors are pleased to recommend a final dividend of Rs. 0.50/-
per Equity share on 9,00,000 Equity Shares of Rs. 10/- each amounts to
Rs. 4,50,000/- (Rupees Four Lakh Fifty Thousand Only) including
dividend distribution tax of Rs. 91,611/- out of the profits of the
Company for the financial year 2014-15 for the approval of
shareholders.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the
profits earned during FY 2014-15.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY/JOINT
VENTURE/ASSOCIATE COMPANIES
The Company does not have any Subsidiary/Joint Venture/Associate
Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements of the Company for the financial year
ended 31st March, 2015.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with provisions of section 149 of the Companies Act, 2013
read with revised clause 49 of the listing agreement, the Board of
Directors of the Company has appointed existing Independent Directors
viz. Mr. Hiten Shah and Mr. Mahadevan Kalahasthi as Independent
Director each for a consecutive term of 2 years with effect from 22nd
September, 2014.
Mr. Kamalkishor Vyas, Director of the Company retire by rotation and
being eligible seeks re- appointment at the ensuing Annual General
Meeting. The Board recommends his re-appointment.
On the recommendation of Nomination and Remuneration Committee, Mrs.
Vandana Kacholia, was appointed as Company Secretary.
Mrs. Vandana Kacholia, Company Secretary of the Company is appointed as
Additional Director of the Company in the meeting of Board of Directors
held on 26th May, 2015. Mrs. Kacholia holds office of directorship upto
the ensuing Annual General Meeting of the Company. Your Director
recommends her appointment as Director in the forthcoming AGM of the
Company.
Declarations by Independent Directors
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings
The Board of Directors met 4 times during the financial year ended
March 31, 2015 in accordance with the provisions of the Companies Act,
2013 and rules made thereunder. All the Directors actively participated
in the meetings and contributed valuable inputs on the matters brought
before the Board of Directors from time to time. Additionally, during
the financial year ended March 31, 2015, the Independent Directors held
a separate meeting in compliance with the requirements of Schedule IV
of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing
Agreement.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee is in existence in accordance
with the provisions of subsection (3) of Section 178. Kindly refer
section on Corporate Governance, under the head, 'Nomination and
Remuneration Committee' for matters relating to constitution, meetings,
functions of the Committee.
Audit Committee
An Audit Committee is in existence in accordance with the provisions of
Section 177 of the Companies Act, 2013. Kindly refer to the section on
Corporate Governance, under the head, 'Audit Committee' for matters
relating to constitution, meetings and functions of the Committee.
Corporate Social Responsibility Committee
The provisions of section 135 of the Companies Act 2013 are not
applicable to the Company, hence, the Company is not required to
develop and implement any Corporate Social Responsibility initiatives.
Other Board Committees
For details of other board committees viz. Stakeholder's Relationship
Committee and others, kindly refer to the section on Corporate
Governance.
Annual Evaluation of Directors, Committee and Board
The Evaluation process provides the manner in which the performance of
Directors, as a collective body in the form of Board Committees and the
Board functions and perform. The overall performance of the Board was
satisfactory.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with provisions of section 177(9) of the Companies Act,
2013 read with revised clause 49 of the listing agreement, your Company
has adopted whistle blower policy for Directors and employees to report
genuine concerns to the management of the Company. The whistle blower
policy of the Company is posted on the website of the Company and may
be accessed at www.sw1india.com.
RISK MANAGEMENT
The Company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO FINANCIAL STATEMENTS
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large and
consequently no particulars in form AOC-2 have been furnished.
PARTICULARS OF REMUNERATION
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position have
occurred between the end of the financial year of the Company and the
date of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act,
2013 ("Act"), your Directors confirm that:
a. In terms of Section 134(5) of the Companies Act, 2013, in relation
to the audited financial statements of the Company for the year ended
March 31, 2015, the Board of Directors hereby confirms that:
b. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
c. such accounting policies have been selected and applied consistently
and the Directors 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 as on March 31, 2015 and of the profits of the Company for
the year ended on that date;
d. proper and sufficient care was taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
e. the annual accounts of the Company have been prepared on a going
concern basis;
f. internal financial controls have been laid down to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively;
g. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
AUDITORS AND THEIR REPORTS
Statutory Audit
In compliance with provisions of section 139 of the Companies Act 2013
read with the Companies (Audit and Auditors) Rules, 2014, M/s MBAH &
Co. Chartered Accountants who are Statutory Auditors of the Company
hold office up to the forthcoming Annual General Meeting and are
recommended for re- appointment to audit the accounts of the Company
for second term of 5 years commencing from ensuing AGM of the Company.
They have offered themselves for reappointment and if appointed, the
appointment would be within the limits prescribed under section 139 of
the Companies Act, 2013.
The auditor's report does not contain any qualification, reservation or
adverse remark or Disclaimer. Secretarial Audit
As required under provisions of Section 204 of the Companies Act, 2013,
the report in respect of the Secretarial Audit carried out by
Veeraraghavan N., Company Secretary in practice in Form MR-3 as
"Annexure I" for the FY2014-15 forms part to this report. In respect of
the observation made the auditor is the report, Directors would like to
state that the Company is in process of appointing CFO of the Company.
OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with
Companies (Accounts) Rules, 2014 are furnished as under:
Extract of Annual Return:
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure II".
Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
As the Company is not a manufacturing company, the Directors have
nothing to report under the provisions of section 134(3)(m) of the
Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts)
Rules, 2014.
Foreign Exchange Earnings and Outgo are as follows:
i) Foreign Exchange Earned: Rs. NIL
ii) Foreign Exchange Outflow: Rs. NIL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Service of documents through electronic means
All documents, including the Notice and Annual Report shall be sent
through electronic transmission in respect of members whose email IDs
are registered with respective depositories or are otherwise provided
by the members. A member shall be entitled to request for physical copy
of any such documents.
Corporate Governance
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by the
Company, together with a certificate from the Company's Auditors
confirming compliance forms an integral part of this Report.
ACKNOWLEDGEMENT AND APPRECIAITON
Your Directors would like to express their sincere appreciation and
gratitude for the co-operation and assistance from its shareholders,
bankers, regulatory bodies and other business constituents during the
year under review.
Your Directors also wish to place on record their deep sense of
appreciation for the contribution and commitment made by every member
of the Company.
On behalf of the Board of Directors
of SW Investments Limited
Mumbai, 26th May, 2015 Chairman
Kamalkishor Vyas
(DIN: 00008898)
Mar 31, 2014
To the Members,
The Directors take the privilege of presenting the Annual Report and
Audited Accounts for the year ended 31st March 2014 to the members of
the Company.
FINANCIAL RESULTS:
(Rs.in Lacs)
Particulars For the Year ended on For the Year ended on
31.03.2014 31.03.2013
Total Income 60.12 33.08
Expenditure 13.74 16.71
Profit before Tax 46.38 16.36
Less: Provision for Tax 14.41 5.78
Profit after Tax 31.97 10.58
PERFORMANCE
During the year under review, the Company has earned Total Income of
Rs. 60.12/- Lacs and a Net Profit of Rs. 31.97 Lacs as compared to the
total income of Rs. 33.08 Lacs and Net Profit of Rs. 10.58 Lacs in the
previous year.
DIVIDEND
The Board of Directors have recommended Final dividend of 5% i.e. Rs.
0.50/- per Equity share for the F.Y. 2013- 14 to be paid on outstanding
9,00,000 Equity shares amounting to Rs. 4,25,000/-(Rupees four Lac
Twenty Five Thousand only) for the approval of shareholders.
FIXED DEPOSITS
Your Company has not accepted any deposits in terms of the provisions
of Section 58A of the Companies Act, 1956, read with the Companies
(Acceptance of Deposits) Rules, 1975, as amended, during the year under
review.
DIRECTORS
Re-appointment: Mr. Pankaj Jain retires by rotation and being eligible,
seeks re-appointment at the ensuing Annual General Meeting. The Board
recommends his re-appointment.
AUDITORS
M/s MBAH & Co., Chartered Accountants, Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and is eligible for re-appointment for remaining period of 1
year out of his consecutive term of 5 years starting from Financial
Year 2014-2015 onwards. The Company has received a letter from them to
the effect that their re-appointment, if made, would be within the
prescribed limit under Section 139(1) of the Companies Act, 2013 and
they are not disqualified for such re-appointment within the meaning of
Section 141(3) of the said Act.
The Board of Directors recommends the re-appointment of Statutory
Auditors for remaining period of 1 year out of his consecutive term of
5 years starting from 2014-2015 onwards, for your approval.
SECRETARIAL COMPLIANCE REPORT
Compliance Certificate pursuant to Section 383A (1) of the Companies
Act, 1956 is attached to this Report. CORPORATE GOVERNANCE REPORT
As required under Clause 49 of the Listing Agreement, the report on
Corporate Governance is attached to this Report.
CHANGE OF NAME
During the period under review, the Company has changed its name from
"Sunteck Wealthmax Investments Limited" to "SW Investments
Limited" with effect from 22nd October 2013.
POSTAL BALLOT FOR OBTAINING APPROVAL OF MEMBERS UNDER SECTION 180(1)(a)
AND 180(1)(c)
Pursuant to the notification issued by Ministry of Corporate Affairs on
12th September, 2013, the Company conducted a Postal Ballot during the
period under review to seek approval of the Members by way of special
resolutions under section 180(1)(c) read with section 180(2) of the
Companies Act, 2013, to grant authority to the Board of Directors for
increasing the borrowing powers of the Company and under section
180(1)(a) of the Companies Act, 2013 to grant authority to the Board of
Directors to create charge/ hypothecate/ mortgage property of the
Company, which were duly passed and approved by the members of the
Company with requisite majority on 31st March 2014.
STATUTORY DISCLOSURES
a) Particulars of the employees of the Company pursuant to Section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975, as amended, is not given as none of the
employees come under the purview of these provisions.
b) Particulars required to be furnished by the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1998:
i) Part A and Part B relating to Conservation of Energy and Technology
Absorption are not applicable to the Company as your Company is not a
manufacturing Company.
ii) Foreign Exchange Earning and Outgo: - The Company has neither spent
nor earned any foreign exchange during the year under review.
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
a. In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures
b. The accounting policies have been consistently applied and
reasonable and prudent judgment and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as at
31st March, 2014 and the Profit and Loss Account of the Company for the
period.
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d. The Directors have prepared the Annual Accounts on a going concern
basis.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation and
gratitude for the co-operation and assistance from its shareholders,
bankers, regulatory bodies and other business constituents.
Your Directors also wish to place on record their deep sense of
appreciation for the contribution and commitment made by the employees.
For and on behalf of the Board
Sd/-
Mumbai: 30th May, 2014 Chairman
Mar 31, 2013
To the Members,
The Directors take the privilege of presenting the Annual Report and
Audited Accounts for the year ended 31st March 2013 to the members of
the Company.
FINANCIAL RESULTS:
(Rs. in Lacs)
Particulars For the Year ended on For the Year ended on
31.03.2013 31.03.2012
Total Income 33.08 52.20
Expenditure 16.71 22.66
Profit before Tax 16.36 29.54
Less: Provision for Tax 5.79 9.31
Profit after Tax 10.58 20.24
PERFORMANCE
During the year under review, the Company has earned Total Income of
Rs.33.08 Lacs and a Net Profit of Rs.10.58 Lacs as compared to the
total income of Rs.52.20 Lacs and Net Profit of Rs.20.24 Lacs in the
previous year.
DIVIDEND
The Board of Directors have recommended Final dividend of 5% i.e. Rs.
0.50/- per Equity share for the f.y. 2012-13 to be paid on outstanding
9,00,000 Equity shares amounting to Rs.4,50,000/-(Rupees Four Lakh
Fifty Thousand only) for the approval of shareholders.
FIXED DEPOSITS
Your Company has not accepted any deposits in terms of the provisions
of Section 58A of the Companies Act, 1956, read with the Companies
(Acceptance of Deposits) Rules, 1975, as amended, during the year under
review.
DIRECTORS
Re-appointment: Mr. Kamalkishor Vyas retires by rotation and being
eligible seeks re-appointment at the ensuing Annual General Meeting.
The Board recommends his re-appointment.
Resignation: Mr. Laxminarayan Vyas, Director resigned w.e.f 10th
November 2012. The Board places on record of its sincere appreciation
for the contribution made by Mr. Laxminarayan Vyas.
AUDITORS
M/s MBAH & Co., Chartered Accountants, Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and is eligible for re-appointment. The Company has received a
letter from them to the effect that their re-appointment, if made,
would be within the prescribed limit under Section 224(1B) of the
Companies Act, 1956 and they are not disqualified for such
re-appointment within the meaning of Section 226 of the said Act.
The Board of Directors recommends the re-appointment of Statutory
Auditors for the financial year 2013-14 for your approval.
SECRETARIAL COMPLIANCE REPORT
Compliance Certificate pursuant to Section 383A (1) of the Companies
Act, 1956 is attached to this Report.
CORPORATE GOVERNANCE REPORT
As required under Clause 49 of the Listing Agreement, the report on
Corporate Governance is attached to this Report.
STATUTORY DISCLOSURES
A) None of the employees of the Company comes under the provision of
Section 217(2A) of the Companies Act, 1956.
B) Particulars required to be furnished by the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988
i) Part A and Part B relating to Conservation of Energy and Technology
Absorption are not applicable to the Company as the Company is not a
manufacturing Company.
ii) Foreign Exchange Earning and Outgo: - There are no foreign exchange
earnings or any foreign outgoings during the year under report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act
1956 ("Act") the Directors confirm that:
1. in the preparation of the Annual Accounts for the year ended on
31st March 2013 the applicable accounting standards had been followed
along with proper explanation relating to material departures;
2. 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 as on the 31st March 2013 and of the profit or loss of
the Company for the year ended on 31st March 2013;
3. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
4. the Directors have prepared the Annual Accounts on a going concern
basis.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation and
gratitude for the co-operation and assistance from its shareholders,
bankers, regulatory bodies and other business constituents.
Your Directors also wish to place on record their deep sense of
appreciation for the contribution and commitment made by the employees.
For and on Behalf of the Board
Sd/-
Mumbai: 30th May, 2013 Chairman
Mar 31, 2012
The Directors submit the Annual Report of the Company together with
the Audited Statement of Accounts for the year ended on 31st March'
2012.
FINANCIAL RESULTS:
(Rs. in Lacs)
Particulars For the
Year ended
on For the
Year ended on
31.03.2012 31.03.2011
Total Income 52.20 59.36
Expenditure 22.66 23.86
Profit before Tax 29.54 35.50
Less: Provision for Tax 9.31 10.30
Profit after Tax 20.24 25.20
PERFORMANCE
During the year under review the Company has earned Total Income of Rs.
52.20 Lacs' and a Net Profit of Rs. 20.24. Lacs' as compared to the
total income of Rs.59.36 Lacs and Net Profit of Rs. 25.20 Lacs in the
previous year.
DIVIDEND
In order to augment the resources of the Company' your Directors do not
recommend any dividend for the financial year ended on 31st March 2012.
DIRECTORS
Re-appointment: Mr. Mahadevan Kalahasthi retires by rotation in the
forthcoming Annual General
Meeting and being eligible offers himself for re-appointment.
Appointment: Mr. Pankaj Jain and Mr. Laxminarayan Vyas were appointed
as Additional Director on 14th November' 2011 pursuant to section 260
of the Companies Act 1956. Both of them hold the office up to the date
of the ensuing Annual General Meeting and offer themselves for
appointment as the Directors at the ensuing Annual General Meeting.
FIXED DEPOSITS
During the year under review' the Company has neither invited nor
accepted any fixed deposits from the public under section 58 A of the
Companies Act 1956.
CONVERSION OF WARRANTS
During the year the Company has converted remaining 65'000 Convertible
Warrants into 65'000 Equity Shares on the Board Meeting held on 28th
May' 2011 out of 115'000 Convertible Warrants issued on Preferential
basis to the Promoter and Promoter Group.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act
1956 ("Act") the Directors confirm that:
1. in the preparation of the Annual Accounts for the year ended on
31st March 2012 the applicable accounting standards had been followed
along with proper explanation relating to material departures;
2. 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 as on the 31st March 2012 and of the profit or loss of
the Company for the year ended on 31st March 2012;
3. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act' 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
4. the Directors have prepared the Annual Accounts on a going concern
basis.
STATUTORY DISCLOSURES
A) None of the employees of the Company comes under the provision of
Section 217(2A) of the Companies Act' 1956.
B) Particulars required to be furnished by the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules' 1988
i) Part A and Part B relating to Conversation of Energy and technology
Absorption are not applicable to the Company as the Company is not a
manufacturing Company.
ii) Foreign Exchange Earning and Outgo: - There is no foreign exchange
earning nor any foreign outgoings during the year under report.
CORPORATE GOVERNANCE REPORT
As required under Clause 49 of the Listing Agreement' the report on
Corporate Governance is attached to this Report as Annexure I.
SECRETARIAL COMPLIANE REPORT
Compliance Certificate pursuant to section 383A (1) of the Companies
Act' 1956 is attached.
AUDITORS
M/s MBAH & Co.' Chartered Accountants' Statutory Auditors of the
Company holds office until the conclusion of the ensuing Annual General
Meeting and is eligible for re-appointment. The Company has received a
letter from them to the effect that their re-appointment' if made'
would be within the prescribed limit under section 224(1B) of the
Companies Act' 1956 and they are not disqualified for such
re-appointment within the meaning of section 226 of the said Act.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation and
gratitude for the co-operation and assistance from its shareholders'
bankers' regulatory bodies and other business constituents.
Your Directors also wish to place on record their deep sense of
appreciation for the contribution and commitment displayed by the
employees.
For and on Behalf of the Board
Sd/-
Chairman
Mumbai: 30th May' 2012
Mar 31, 2010
The Directors submit the Annual Report of the Company together with the
Audited Statement of Accounts for the year ended on 31st March, 2010.
FINANCIAL RESULTS:
(Rs. in Lacs)
Particulars For the Year
ended on For the Year
ended on
31.03.2010 31.03.2009
Total Income 63.25 93.55
Expenditure 44.63 26.81
Proft before Interest and Depreciation 18.62 66.74
Less: Depreciation 0.17 0.28
Proft before Interest 18.45 66.46
Less: Interest
Proft before Tax 18.45 66.46
Less: Provision for Taxation 6.29 13.77
Proft after Taxation 12.16 52.69
PERFORMANCE
During the year under review the Company has earned Total Income of Rs.
63.25 Lacs, resulting in a Net Proft of Rs. 12.16 Lacs, as compared to
the total income of Rs. 93.55 Lacs and Net Proft of Rs. 52.69 Lacs in
the previous year. Barring unforeseen circumstances, the Board is
confdent of better performance for the current year.
DIVIDEND
To augment the fnancial position of the Company, your Directors do not
recommend any dividend for the fnancial year ended on 31st March 2010.
DIRECTORS
Mr. Vinesh Shah, Director retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re appointment.
FIXED DEPOSITS
During the Year under review, the Company has neither invited nor
accepted any fxed deposits from the public.
AUDITORS
M/s Sara & Associates, Chartered Accountants, Statutory Auditors of the
Company, will retire at the conclusion of the ensuing Annual General
meeting and have conveyed their inability to continue as the Auditors
from the year commencing from 01/04/2010. They have suggested M/s MBAH
& Co., Chartered Accountant as an Auditor of the Company and if made
would be within the limits prescribed under section 224 (1)(B) of the
Companies Act 1956.
PREFERENCIAL ALLOTMENT
During the current year the Company had allotted 5, 85,000 Equity
Shares on preferential basis, to promoter groups and others, pursuant
to the approval given by the shareholders in the Extra Ordinary General
Meeting held on 19th March, 2010.
ISSUE OF WARRANT
During the current year the Company had also issued and allotted 1,
15,000 convertible warrants of Rs. 10 each to promoter group on
preferential basis, pursuant to the approval given by the shareholders
in the Extra Ordinary General Meeting held on 19th March, 2010.
CHANGE OF NAME
As the members are aware, the Company had passed the necessary special
resolution at the Extra Ordinary General Meeting held on 19th March,
2010 for change the name of the Company to Sunteck Wealthmax
Investments Limited. The necessary documents are already submitted to
Registrar of Companies at Mumbai.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of section 217(2AA) of the Companies Act
1956 (ÃActÃ) your Directors confrm that:
1. in the preparation of the Annual accounts for the year 2009-10 the
applicable accounting standards had been followed along with proper
explanation relating 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 the Company at the end of the 31st March 2010 and of the proft or
loss of the Company for that period;
3. the Directors had taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
4. the Directors had prepared the annual accounts on a going concern
basis.
STATUTORY DISCLOSURES
A) Particulars of the employees of the Company pursuant to Section 217
(2A) of the Companies Act, 1956 is not given, as none of the employees
come under the purview of these provisions
B) Particulars required to be furnished by the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988
i) Part A and Part B relating to Conversation of Energy and technology
Absorption are not applicable to the Company as your Company is not a
manufacturing Company.
ii) Foreign Exchange Earning and Outgo: - There is no foreign Exchange
earning nor any foreign outgoings during the year under report.
CORPORATE GOVERNANCE REPORT
As required under Clause 49 of the Listing Agreement, the report on
Corporate Governance is attached to this Report.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation and
gratitude for the co-operation and assistance from its shareholders,
bankers, regulatory bodies and other business constituents during the
year under review.
Your Directors also wish to place on record their deep sense of
appreciation for the contribution and commitment displayed by the
employees.
For and on Behalf of the Board
Kamal Khetan
Chairman
Place: Mumbai
Date: 29th May, 2010