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Directors Report of TRC Financial Services Ltd.

Mar 31, 2014

TO THE MEMBERS.

The Directors'' have pleasure in presenting their Twentieth Annual Report together with the Audited Statement of Accounts for the year ended March 31st, 2014.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 31st, 2014 compared to the previous year are summarized below:

(Amount in Rupees) Particulars March 31, 2014 March 31, 2013

Revenue from Operations 10,94,441 15,20,752

Other Income /Loss (6,15,430) 2,69,332

Total Revenue 4,79,011 17,90,084

Profit before depreciation and tax (EBDTA) 33,918 4,76,068

Provision for Taxes 3,80,483 40,000

Provision for Deferred tax - -

Fringe Benefit Taxes - -

Depreciation & Amortisation - -

Total profit available for appropriation (3,46,565) 4,36,068

OPERATIONS

Your Company posted a total business revenue of Rs. 4,79,011/– and the net loss of Rs. (3,46,565/-) for the financial year 2013-14 as against the revenue of Rs.17,90,084/– and profit of Rs. 4,36,068/– in the previous year. Appropriations from the net profit have been effected as per the table given above.

DIVIDEND

Due to loss incurred by the Company during the year, the Board of Directors do not recommend declaration of any dividend for the year ended 31.03.2014.

PUBLIC DEPOSITS

During the year the company has neither accepted nor renewed any deposit. As on 31.03.2014, the outstanding public deposits amounted to Rs. NIL. Further the company has resolved not to accept public deposits in future.

RESERVE BANK OF INDIA REGULATIONS

The Reserve Bank of India has classified the Company as "Category ''B'' Non-Banking Finance

Company".

The Company has complied with all the applicable regulations of the Reserve Bank of India

as on March 31st, 2014.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance thereto, is given in Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is given in the latter part of the Annual Report.

DIRECTORS

During the year under review, following were the changes in the Composition of Board of Directors.

Mr. Ajay Sarupria retires by rotation at ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Mr. Bhavesh Bhatt resigned as the Director of the Company w.e.f 1st August, 2013

Mr. Ramakant Nayak resigned as the Director of the Company w.e.f 6th December, 2013

It is proposed to appoint Mr. Shailesh Hingarh and Mr. Harshad Dholakia as Independent Directors for a fresh period of 5 consecutive years to comply with the provision of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 of Company.

Brief details of the Director being re-appointed have been incorporated in the Notice for the ensuing Annual General Meeting pursuant to Clause 49(iv)(g)(i) of Listing Agreement.

AUDITORS

The Statutory Auditors M/s. ASP & Co. Chartered Accountants [Firm Registration No. 000576N] hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment if made, would be within limits prescribed under Section 224(1B) of the Companies Act, 1956.

PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO.

In the view of the nature of activities being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from operating Management, and after due enquiry, confirm that: 1. in the preparation of annual accounts, the applicable accounting standards have been followed and there has been no material departures ;

2. 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 of the Company for that period.

3. That 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.

4. That the Directors have prepared the annual accounts on a going concern basis.

5. Proper systems are in place to ensure compliance of all laws applicable to the Company.

AUDITOR''S REPORT

The Auditor''s Report is self-explanatory and therefore do not call for any further clarification under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGMENTS

The Board of Directors would like to thank Reserve Bank of India and other regulatory / Government authorities and Stock exchanges for their support and stakeholders for their continued co-operation and support.

By Order of the Board For TRC FINANCIAL SERVICES LIMITED

Sd/- VIJAY M. S. MISQUITTA MANAGING DIRECTOR DIN: 00993141

PLACE: MUMBAI DATE: 11TH AUGUST, 2014


Mar 31, 2011

To The Members TRC Financial Services Limited

The Directors' have pleasure in submitting the Seventeenth Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 2011 compared to the previous year are summarized below:

(Rs. in Lakhs)

Particulars Year Ended Year Ended 31.03.2011 31.03.2010

Total Income 12.75 13.12

Profit (Loss) before 6.70 4.67 interest & depreciation

Interest

Profit (Loss) after 6.70 4.67 interest but before depreciation

Depreciation 0.32 1.12

Profit (Loss) Before Tax 6.38 3.55

Provision for Tax 0.27 0.66

Profit (Loss) After Tax 6.11 2.89

OPERATIONS

The profits of the Company have increased from 2.89 Lacs to 6.11 Lacs. And the Directors believe the strategies and Business Plans made by the Management will provide more positive yields in the time to come. The Company is now only doing Loan financing activities.

DIVIDEND

Due to inadequate profit during the year under review and with purpose to retain profit for strengthening capital base of the company, the Board of Directors do not recommend declaration of any dividend for the year ended 31.03.2011.

PUBLIC DEPOSITS

During the year the company has neither accepted nor renewed any deposit. As on 31.03.2011, the outstanding public deposits amounted to Rs. NIL. Further the company has resolved not to accept public deposits in future.

RBI CLASSIFICATION

The Reserve Bank of India has classified the Company as "Category 'B' Non-Banking Finance Company".

CORPORATE GOVERNANCE

Your Company and its Board have taken adequate steps towards implementation of the provisions of Clause 49 of the Listing Agreement and it is committed to achieve the highest standards of the Corporate Governance.

For the matters concerning Corporate Governance, you are requested to refer to the separate segment on the same, forming part of the Annual Report.

DIRECTORS

ring the year under review, following were the changes in the Composition of Board of Directors.

. Ramakant Nayak was appointed as an Additional Director of the Company w.e.f. 29th November, 2010. The mpany has received notice from a member of the Company under Section 257 of the Companies Act, 1956 in spect of his appointment as Director, along with the requisite deposit. It is proposed to appoint him as a Director of i Company at the ensuing Annual General Meeting.

r. Bhupendra Avasthi resigned as Director w.e.f. 29th November, 2010.

r. Ajay Sarupria and Mr. Harshad Dholakia retire by rotation and, being eligible, offer themselves for reappoint- ed.

rief details of the Directors being appointed / reappointed have been incorporated in the Notice for the forthcoming nnual General Meeting pursuant to Clause 49(iv)(g)(i) of Listing Agreement.

SHIFTING OF REGISTERED OFFICE

he Registered Office of the Company was shifted from A-45, Radial Road, Connaught Place, New Delhi -110001 i the National Capital Territory of Delhi to Bandra Hill View CHS, (3rd Floor), 85, Hill Road, Opp. Yoko Sizzlers, Jandra (W), Mumbai - 400050 in the State of Maharashtra, w.e.f 4th April, 2011.

AUDITORS

vl/s. A S P & Co., Chartered Accountants [Firm Registration No. 000576N], Statutory Auditor of the Company be appointed at the ensuing Annual General Meeting in place of retiring Auditors i.e. M/s. Johar & Kathpalia to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting

PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earnings Nil

Foreign Exchange outgo Nil

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirms:

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2. 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 or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

Your Directors' place on record their deep appreciation to the Bankers, Shareholders and Customers for their co- operation and support and to the staff members for their contribution towards the performance of the company.

By Order of the Board For TRC FINANCIAL SERVICES LIMITED

Place: Mumbai (VIJAY M. S. MISQUITTA) Date: 25.08.2011 MANAGING DIRECTOR


Mar 31, 2010

The Directors have pleasure in submitting the Sixteenth Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results of the company for the year ended 31st March, 2010 compared to the previous year are summarized below:

(Rs. in lakhs)

Particulars Year Ended Year Ended

31.03.2010 31.03.2009

Total Income 13.13 17.04

Profit (Loss) before interest & depreciation 4.67 5.86

Interest - -

Profit (Loss) after interest but before depreciation 4.67 5.86

Depreciation 1.12 1.84

Profit (Loss) Before Tax 3.55 4.02

Provision for Tax 0.66 0.63

Profit (Loss) After Tax 2.89 3.39



OPERATIONS

Due to Global recessionary phenomenon and the adverse market conditions, the profits of the Company have reduced from 3.39 Lacs to 2.89 Lacs. However your Directors are hopeful that the strategies and Business Plans made by the Management will reap positive yields in the time to come. The company is now only doing Loan financing activities.

DIVIDEND

Due to inadequate profit during the year under review and with purpose to retain profit for strengthening capital base of the company, the Board of Directors do not recommend, declaration of any dividend for the year ended 31.03.2010.

PUBLIC DEPOSITS

During the year the company has neither accepted nor renewed any deposit. As on 31.03.2010, the outstanding public deposits amounted to Rs. NIL, Further the company has resolved not to accept public deposits in future.

RBI CLASSIFICATION

The Reserve Bank of India has classified the company as an "Category B Non-Banking Finance Company".

CORPORATE GOVERNANCE

Your Company and its Board, have taken adequate steps towards implementation of the provisions of Clause 49 of the listing agreement and it is committed to achieve the highest standards of the Corporate Governance.

For the matters concerning Corporate Governance, you are requested to refer to the separate segment on the same, forming part of the Annual Report.

DIRECTORS

During the year under review, following were the changes in the Composition of Board of Directors:

Mr. Harshad Dholakia & Mr. Bhavesh Bftatt who retire by rotation at the ensuring Annual General Meeting are proposed to be re-appointed.

Mr. Vijay M. S. Misquitta whose term for Managing Director ends on 29.01.2010 was re-appointed by the Board as the Managing Director for a period of Five years w.e.f. 30.01.2010, subject to members approval at the ensuring Annual General Meeting.

AUDITORS

M/s. Johar & Kathpalia, Chartered Accountants retire and being eligible, offer themselves for re-appointment.

PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO.

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earnings Nil

Foreign Exchange outgo Nil

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS" RESPONSIBILITY STATEMENT

The Directors confirms:

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2. 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 or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going cc ncern basis.

ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to the Bankers, Shareholders and Customers for their co-operation and support and to the staff members for their contribution towards the performance of the Company.

For TRC FINANCIAL SERVICES LIMITED

Place: New Delhi (VIJAY M. S. MISQUITTA)

Date : 28.08.2010 MANAGING DIRECTOR

 
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