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Directors Report of Times Guaranty Ltd.

Mar 31, 2014

DEAR SHAREHOLDERS,

The Directors are pleased to submit their 24th Annual Report together with the audited statement of accounts for the financial year ended March 31, 2014.

MANAGEMENT DISCUSSION & ANALYSIS:

Financial results:

The Company''s fnancial performance, for the year ended March 31, 2014 is summarised below:

[Rs. in lacs]

particulars Financial Financial year ended Year ended march 31, march 31, 2014 2013

Total Income 165.25 238.36

Total Expenses 32.81 25.85

Gross Profit 132.44 212.51

Profit Before Tax 132.44 212.51

Provision for Taxation 13.51 18.86

Profit for the Year after Tax 118.94 193.65

Profit for the Year after 118.94 193.65 Adjustments

Financial performance:

During the year under review, your Company has earned total income of Rs.165.25 lacs as against Rs. 238.36 lacs for the previous year. After accounting for the expenditure of Rs. 32.81 lacs (previous year Rs. 25.85 lacs), your Company earned a net Profit after tax of Rs. 118.94 lacs.

The main source of income during the year was dividend income received from mutual fund investments made by the Company.

Your Company is examining various options of commencing new activities.

Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

In view of the volume of your Company''s business, the current employee strength is considered adequate.

Subsidiary Company:

There are no subsidiaries of your Company.

Board oF Directors:

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Avinash Jain (DIN: 00330054) and Mr. Arun Arora (DIN: 00172044) as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 (the Act) and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

In accordance with the requirements of the Act, Mr. S. Sivakumar (DIN: 00105562) retires by rotation and is eligible for re-appointment.

A brief resume of the Directors seeking appointment/ re-appointment is provided in the Notice.

Directors'' responsibility statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with the requirements set out under schedule VI to the Companies Act, 1956 have been followed and there are no material departures for the same;

ii) The Directors had selected such accounting policies and applied them consistently and made judgements 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, 2014 and of the Profit of the Company for the year ended on that date;

iii) The Directors have taken proper and suffcient 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; and

iv) The Directors have prepared the annual accounts on a ''going concern'' basis.

Fixed Deposit:

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

Appointment of internal auditors:

The Company had appointed M/s. Madhvi Vora & Associates, Chartered Accountants, as the Internal Auditors of the Company. in place of M/s. Shrikant Kulkani & Associates, Chartered Accountants, who resigned w.e.f.April 20, 2014.

Auditor''s and auditor''s report:

M/s. V. B. Goel & Co., Chartered Accountants, the Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company had received letters from M/s. V. B. Goel & Co., Chartered Accountants to the effect that their re-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 for re-appointment. They are being appointed as Auditors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company. The notes on fnancial statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

Listing:

The Company''s Equity Shares are presently listed with BSE Limited and The National Stock Exchange of India Ltd.

Corporate Governance:

A separate section on Corporate Governance forming part of the Directors'' Report and the certifcate from Practising Company Secretary confirming compliance of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Indian Stock Exchanges are included in Annual Report.

Particulars oF Conservation of energy, Technology absorption and Foreign exchange earnings:

The particulars as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 on conservation of energy and technology absorption is not applicable to your Company, since your Company is not a manufacturing Company.

There were no foreign exchange earnings or outgo during the year.

particulars of employees:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Acknowledgments:

The Board of Directors thanks the Company''s promoters, customers, bankers and employees for their continued support.

By order of the Board of Directors For Times Guaranty Limited

S. sivakumar Shrijeet mishra Director Director

Place : Mumbai Dated : May 20, 2014


Mar 31, 2012

The Directors are pleased to present the 22nd Annual Report along with the audited accounts for the financial year ended March 31, 2012.

Management Discussion & Analysis

The summary of financial results, as indicated below, compares the financial performance of your Company for the year ended March 31, 2012 with the results for the year ended March 31, 2011:

(Rs. in lacs)

Particulars Year ended Year ended March 31, March 31, 2012 2011

Total Income 119.30 61.19

Total Expenses 26.47 34.20

Gross Profit 92.83 26.99

Profit Before Tax 92.83 26.99

Provision for Taxation 0.01 (3.24)

Profit for the Year after Tax 92.82 30.23

Profit for the Year after 92.82 30.23

Adjustments

Total Income increased to Rs. 119.30 lacs for the year ended March 31, 2012 as compared to Rs. 61.19 lacs, mainly due to maturity period of schemes falling in this year. The main source of income during the year was dividend income from mutual fund investments made by the Company.

For the year ended March 31, 2012 expenses were Rs. 26.47 lacs as compared to Rs. 34.20 lacs for the previous year and the Management is trying to reduce the cost of operation to maximum possible extent.

From last few years, your Company has concentrated on recovery of the asset portfolio. Now since almost all the recoverable portfolio is recovered, your Company is examining various options of commencing new activities but the current condition of the economy like increase in interest rates, inflation and political factors compel management to give second thought before starting any new activity.

Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

In view of the volume of your Company's business, the current employee strength is considered adequate.

Auditor's Observations

There are no adverse observations made by the Auditors in their Report to the Members.

Subsidiary Company

There are no subsidiaries of your Company.

Particulars of conservation of energy, technology absorption and foreign exchange earnings

As your Company is not engaged in any manufacturing activities, there are no particulars to be furnished for conservation of energy and technology absorption. There were no foreign exchange earnings or outgo during the year.

Personnel

There are no employees covered by Section 217 (2A) of the Companies Act, 1956.

Directors' Responsibility Statement

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

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgements 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, 2012 and of the profit of the Company for the year ended March 31, 2012.

(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.

(iv) The Directors have prepared the annual accounts on a 'going concern' basis.

Stock Exchanges

The Equity Shares of your Company are currently listed with BSE Ltd. and The National Stock Exchange of India Ltd. The listing fees for the financial year 2012-13 have been paid to both the Stock Exchanges.

Corporate Governance

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges, are complied with.

A separate report on Corporate Governance is attached as annexure to this Report.

Directors

Mr. Avinash Jain and Mr. D. N. Shukla, Directors of your Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Mr. Avinash Jain, 46, B.Com (Hons), FCA, is a practicing Chartered Accountant who has over 24 years experience in the field of taxation and auditing. He was appointed as additional Director of the Company on March 30, 2002. He is a member of the Audit Committee of the Company.

Mr. D. N. Shukla, 84, B.Com., C.A. I.I.B, has 45 years of experience in the Banking Industry with internal exposure. He retired as Executive Director of Bank of India. He was appointed as additional Director of the Company on November 26, 2001. He is the Chairman of the Audit Committee of the Company. He is also Director of Jaysynth Dyestuff (India) Ltd., Zenith Securities & Investments Ltd., Homi Mehta & Sons Pvt. Ltd. and Bharti Polytex Pvt. Ltd.

Appointment of Auditors

M/s. V. B. Goel & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Appointment of Internal Auditors

M/s. Shrikant Kulkarni & Associates, Chartered Accountants, have been re-appointed as Internal Auditors of the Company.

Acknowledgments

The Board of Directors thank the Company's promoters, customers, bankers and employees for their continued support.

For and on behalf of the Board of Directors

DR. BHASKAR DAS S. SIVAKUMAR Chairman Director Mumbai May 22, 2012


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 21st Annual Report along with the audited accounts for the financial year ended March 31, 2011.

Management Discussion & Analysis

The summary of financial results, as indicated below, compares the financial performance of your Company for the year ended March 31. 2011 with the results for the year ended March 31, 2010:

[Rs. in lacs]

Particulars Year ended Year ended March 31, March 31, 2011 2010

Total Income 61.19 211.91

Total Expenses 34.06 38.05

Depreciation (0.14) (0.14)

Gross Profit 26.99 173.72

Prior Period Income 0.00 0.54 and expenses

Profit Before Tax 26.99 174.26

Provision for Taxation 3.24 (4.45)

Profit for the Year after Tax 30.23 169.81

Profit for the Year after 30.23 169.81 Adjustments

Total Income decreased to Rs.61.19 lacs for the year ended March 31, 2011 as compared to Rs. 211.91 lacs. This is mainly because your Company has adopted a very conservative approach towards investing its funds only in debt funds through fixed maturity plans which was discontinued for a period of almost three to six months by Mutual Fund Industry, which resulted in low income during this financial year.

For the year ended March 31, 2011 expenses were Rs. 34.06 lacs as compared to Rs, 38.05 lacs for the previous year and the Management is trying to reduce the cost of operation to the maximum possible extent.

From last few years, your Company has concentrated on recovery of the asset portfolio. Your Company was successful in recovering amounts to the tune of Rs. 22 Crores due to favorable results in various legal and remedial actions. Now since almost all the recoverable portfolio is recovered, your Company is examining various options of commencing new activities but the current condition of the economy like increase in interest rates, inflation and political factors compel the management to give second thought before starting any new activity.

Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

In view of the volume of your Company's business, the current employee strength is considered adequate.

Change of Registered Office of the Company:

Your Company has shifted its registered office from Ground Floor. Matulya Mills Compound, S.B. Marg, Lower Parel (West), Mumbai- 400 013 to Trade House, 1st F loor. Kamala Mills Compound, Senapati Bapat Marg. Lower Parel, Mumbai- 400 013, a place situated within the jurisdiction of the Registrar of Companies. Mumbai, Maharashtra with effect from June 29, 2010 for operational convenience and efficiency.

Auditor's Observations

There are no adverse observations made by the Auditors in their Report to the Members.

Subsidiary Company

There are no subsidiaries of your Company.

Particulars of conservation of energy, technology absorption and foreign exchange earnings

As your Company is not engaged in any manufacturing activities; there are no,particulars to be furnished for conservation of energy and technology absorption. There were no foreign exchange earnings or outgo during the year. .

Personnel

There are no employees covered by Section 217 (2A) of the Companies Act. 1956.

Directors' Responsibility Statement

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

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgements 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, 201 1 and of the profit of the Company for the year ended March 31, 201 1

(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.

(iv) The Directors have prepared the annual accounts on a 'going concern' basis.

Stock Exchanges

The Equity Shares of your Company are currently listed with the Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd. The listing fees for the financial year 2011-12 have been paid to both the Stock Exchanges.

Corporate Governance

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges, are complied with.

A separate report on Corporate Governance is attached as annexure to this Report.

Directors

Mr. P.M. Rao, Director of the Board of Directors of your Company resigned from the Board on May 16, 2011. The Board has accepted his resignation and placed on record its appreciation of the sterling contribution made by Mr. P.M. Rao during his tenure as a Director of your Company.

Dr. Bhaskar Das and Mr. S. Sivakumar, Directors of your Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Mr. Arun Arora, was appointed as Additional Director of your Company, whose term of office expires at the ensuing Annual General Meeting of the Members. Your Company has received notice under Section 257 of the Companies Act, 1956 along with the requisite deposit in respect of Mr. Arun Arora, proposing his appointment as a Director of the Company. The Board recommends that Members confirm' his appointment as Director of your Company, liable to retire by rotation.

Appointment of Auditors

M/s. V.B. Goel & Co.. Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Appointment of Internal Auditors

M/s. Shrikant Kulkarni & Associates, Chartered Accountants, have been re-appointed as Internal Auditors of the Company.

Acknowledgments

The Board of. Directors thank the Company's promoters, customers, bankers and employees for their continued support.

For and on behalf of the Board of Directors

AVINASH JAIN S.SIVAKUMAR Director Director

Mumbai May 16. 2011

 
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