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Directors Report of Twentyfirst Century Management Services Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29thANNUAL REPORT of your company together with the Auditor''s Report for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31 March 2015.

Rupees in Lacs 31/33/2015 31/03/2014 Profit / (Loss) from capital market operations 3677.50 91.26

Other Income 35.29 1 7.09

Profit / (Loss) before Depreciation & Tax 3403.94 (1 5.42)

Interest 0.00 0.00

Depreciation 12.13 10.98

Profit / (Loss) before tax 3391.81 (26.40)

Provision for tax 900.00 0.00

Deferred tax 2.31 (0.78)

Profit / (Loss) after tax 2489.50 (25.65)

BUSINESS & PERFORMANCE

During the year under review, the Company has made profit of 2489.50 lacs, against loss of Rs.25.65 lacs in the last financial year. Our company had shifted the focus to concentrate on core business of investments.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.10.50 crore. During the year under review the company has reissued 42700 forfeited shares of Rs.10 each at a premium of Rs.25 per share to one of the Directors of the company.

The company has redeemed 750000 - 12% CUMULATIVE NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES of the face value of Rs.100 each, aggregating Rs.7.50 crore out of the profits of the company during the financial year 2014-15.

DIVIDEND

The Directors are pleased to recommend payment of the dividend (20%) of Rs.2 per share of the face value of Rs.10 each for the financial year 2014-15.The dividend if approved by the Members at the Annual General Meeting will absorb a sum of Rs. 251.99 lacs, inclusive of taxes, which is provided for in the books.

Your Company has not declared and paid any dividend during the financial year 2013-14 due to inadequacy of profits.

TRANSFER TO GENERAL RESERVE

Your Company proposes to transfer Rs. 100 lakhs to the General Reserve

HUMAN RESOURCES

The well disciplined workforce which has served the company for the last 5 years lies at the very foundation of the company''s major achievements and shall well continue for the years to come. The management continuously carries out systematic appraisal of performance and imparts training at periodic intervals to its dedicated work force. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, the Company has not received any complaints on sexual harassment.

DOCUMENTS PLACED ON THE WEBSITE (www.tcms.bz)

The following documents have been placed on the website in compliance with the Act:

* Details of Unpaid dividend as per section 124(2)

* Corporate Social Responsibility Policy as per section 135(4)(a)

* Financial Statements of the Company and consolidated financial statements along with relevant documents as per third proviso to section 136(1)

* Separate audited accounts in respect of subsidiaries as per fourth proviso to section 136(1)

* Details of vigil mechanism for Directors and employees to report genuine concerns as per proviso to section 177(10)

* The terms and conditions of appointment of Independent Directors as per Schedule IV to the Act.

* The code of conduct for Board of Directors and Senior Managers

* Familiarization Program for the Independent Directors

* Policy on Related Party Transactions

* Code of conduct for insider trading and Corporate Disclosure Practices

SUBSIDIARY COMPANIES

Your Company has one subsidiary viz., TWENTYFIRST CENTURY SHARES AND SECURITIES LIMITED. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiaries.

Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report.

Performance and financial position of the subsidiary companies is given in Annexure-V.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the listing agreement entered into with the stock exchanges, Management Discussion and Analysis Report (ANNEXURE - III) and Corporate Governance Report with Auditors'' Certificate thereon (ANNEXUrE-IV) are attached and form part of this report.

Various information required to be disclosed under the Act and the Listing Agreement is set out in the ANNEXURE-I and forms part of this report.

Technology Absorption & Foreign Exchange Inflow & Outgo

Company''s business does not require any technology absorption and hence no reporting is required to be furnished under this heading.

Foreign Exchange inflow and outflow during the year is Nil.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy.

During this financial year 2014-15, the company has made reasonably good profit. Accordingly the company has formed CSR Committee to pursue the CSR policy which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

Your company knows the importance of Corporate Social Responsibility (CSR) activities of the company under the recently introduced provisions of the Companies Act, 2013. Accordingly a committee has been formed under the chairmanship of Mr.Sundar Iyer - Chairman of the company. The committee is studying various projects and the activities which can be undertaken by the company and are conscious that these activities must be for the benefit of the community who need to be nurtured.

BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

DEPOSITS

Your Company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31st March 2015.

DIRECTORS

At the 28th Annual General Meeting of the company held on 27 June 2014 the company had appointed the existing independent director Shri S.Hariharan (DIN 02545610) as independent director under the companies Act, 2013 for a period of 5 years commencing from 27thJune 2014.

The Independent Director has given declaration that he meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

At a board meeting held on 21st April 2015 the board had appointed Mrs. Sita Sunil (DIN 00041722) as an Independent Woman Director for a period of 5 years till 20th April, 2020.

Mr Sundar Iyer, Director (DIN 00481975) of the company shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr.Iyer Vishwanth - Independent Director (DIN 00137166) of our company shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Mr.Iyer Vishwanath is appointed as Independent Director, for a period of 5 years commencing from 17th July 2015. As stipulated in terms of Clause 49 of the listing agreement with the stock exchanges, the brief profile of Mr Sundar Iyer Mr.Iyer Vishwanath and Mrs. Sita Sunil, is provided in the report on corporate governance, which forms an integral part of this Annual Report.

AUDITORS

STATUTORY AUDITORS

Messrs. Lakhani & Lakhani, Mumbai, Chartered Accountants, (Registration Number 115728W) have been appointed as statutory auditors of the company at the last Annual General Meeting held on 27th June 2014 from the conclusion of 28th Annual General Meeting till the conclusion of 29th Annual General Meeting of the company.

The Board of Directors of the company has recommended the appointment of Messrs. Lakhani & Lakhani, Mumbai, Chartered Accountants, (Registration Number 115728W) as statutory auditors of the company from the conclusion of 29 Annual General Meeting till the conclusion of 33rd Annual General Meeting of the company, subject to the ratification of appointment of Statutory Auditors at every annual general meeting by the shareholders.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries, (CP No.1087, FCS 3534),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure VI''.

INTERNAL AUDITORS

All the investments related activities are done under the direct supervision of the Chairman of our company. As per the provisions of the Companies Act, 2013 the company has appointed M/s. Om Prakash S. Chaplot & Co, Chartered Accountants as an Internal Auditor for the company for the financial year 2014-15..

The Company proposes to continue their services and appoint M/s. Om Prakash S. Chaplot & Co, Chartered Accountants as an Internal Auditor for the financial year 2015-16, to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company and also Company''s shareholders, auditors, customers and bankers for their continued support.

CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

For and on behalf of the Board

Place: Mumbai SUNDAR IYER Date : 10.06.2015 Chairman


Mar 31, 2013

Dear Shareholders

The Directors have pleasure in presenting the 27thANNUAL REPORT of your company together with the Auditor''s Report for the year ended 31st March 2013.

FINANCIAL HIGHUGHTS

The Financial Results for the year ended 31st March 2013.

Rupees in Lacs 31/03/2013 31/03/2012

Profit / (Loss) from capital market operations 5.32 (447.99)

Other Income 7.06 28.23

Profit / (Loss) before Depreciation & Tax (45.96) (746.40)

Interest 0.00 0.00

Depreciation 14.65 19.71

Profit / (Loss) before tax (60.61) (766.11)

Provision for tax 0.00 0.00

Less: Deferred tax liability (asset) (1.48) (2.52)

Profit/(Loss) after tax (59.13) (763.59)

Excess provisions written back 199.40 0.00

Balance b/f from previous year 216.41 216.41

Surplus/(Deficit) carried to Balance Sheet 140.27 (763.59)

BUSINESS & PERFORMANCE

During the year under review, the Company has incurred a loss of Rs.59.13 Lacs, against the net loss of Rs.763.59 Lacs, in the last financial year. Our company had shifted the focus on core business of investments. Further the decreasing volume of business income namely broking income by subsidiary company – Twenty first Century Shares and Securities Limited (due to reduction in number of clients of capital market segment) was a concern. This has made the Board of Directors to rethink on the composition of business and accordingly it was decided to wind up the business of Institutional Broking with effect from 1st July 2013. Further the expenditure on account of personnel and administration expenses have also been reduced considerably.

DIVIDEND

In the absence of profit during the year, directors regret their inability to recommend dividend for the financial year 2012-13.

FUTURE PROSPECTS

The global environment is likely to continue to be an area of concern, although conditions have improved since the beginning of the last financial year. Growth is likely to improve in the second half of 2013-14.

Since our company is directly related to Equity Market we hope that the sentiment in the market will improve and our company will have an opportunity to increase the market operations in improving the profitability of the company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Corporate Governance" has been annexed to this Annual Report.

DEPOSITS

Your company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31st March 2013.

PARTICULARS OF EMPLOYEES

The Company has no employees, who are in receipt of remuneration, requiring disclosure under Section 217(2A) of the Companies Act, 1956.

AUDITORS

M.B. Ladha & Company, Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and have expressed their inability to consider reappointment.

Auditors of the company in their report made an observation that, the company has no internal audit department, commensurate with the size of the company and nature of its business. Also they have made comment on non provision of gratuity in the accounts in the event of any employee leaving services by reason of death or incapability.

Regarding internal audit system, management is of the opinion that (as the company does not have volume of transaction - other than investments in Equities - which are directly under supervision of the Chairman) the decision to have the internal audit system be deferred and can be considered later.

Regarding non provision of gratuity, the management opines that, gratuity for the period of services rendered by the employees, is being paid to the employees leaving services by reason of resignation, and due to death or incapability, to the legal Ireirs of the deceased or to the employee disabled and accounted for on cash basis. Hence no provision is made in the books of the company.

DIRECTORS

Mr. Sundar Iyer and Mr. Iyer Viswanath, Directors of the company shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re - appointment.

As stipulated in terms of Clause 49 of the listing agreement with the stock exchanges, the brief resume of Mr. Sundar Iyer and Mr. Iyer Vishwanath, is provided in the report on corporate governance, which forms an integral part of this annual report.

Mr. Chandramouli, Managing Director of the company has submitted his resignation as a Director and Managing Director on 29th May 2013 for personal reasons. Our Board accepted his resignation with effect from 31st May 2013 and has decided to appoint a suitable person in due course.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULRS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

Conservation of Energy

The Company had taken steps to conserve the use of energy in its office, consequent to which energy consumption has been minimized. No additional Proposals/Investments were made to conserve energy. Since the company has not carried on industrial activates, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

Technology Absorption

Company''s business does not require any technology absorption and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outflow

Foreign Exchange inflow and outflow during the year is Nil.

SUBSIDIARY COMPANY

The Company has a subsidiary TWENTYFIRST CENTURY SHARES & SECURITIES LIMITED. The Company is not attaching copies of the balance sheet and profit and loss account, reports of Board of Directors and Auditors thereon, in respect of the subsidiary as required under Section 212(1) of the Companies Act, 1956 ("the Act") to its accounts as per the dispensation available pursuant to the directions issued by the Ministry of Corporate Affairs vide general circular no. 2/2011. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statement of the Company duly audited by the statutory auditors forms part of this Annual Report. The Company shall make available, the annual accounts and related information of its subsidiary, to those shareholders who wish to have the copies of the same. Further, these documents shall be available for inspection by a shareholder at the registered office of the Company as well as its subsidiary on any working day, except Saturdays, between 11.00 a.m. and 3.00 p.m.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* Appropriate accounting principles have been selected and applied consistently and have 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 at 31st March, 2013 and of the profit or loss of the Company for the year ended on that date.

* Proper and sufficient care has been taken 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.

* The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company as also Company''s shareholders, auditors, customers and bankers for their continued support.

For and on behalf of the Board

Place : Mumbai SUNDAR IYER

Date : 30.5.2013 CHAIRMAN


Mar 31, 2012

Dear Shareholders

The Directors have pleasure in presenting the 26th ANNUAL REPORT of your company together with the Auditor''s Report for the year ended 31st March 2012.

FINANCIAL HIGHUGHTS

The Financial Results for the year ended 31st March 2012.

Rupees in Lacs

31/03/2012 31/03/2011

Profit/(Loss) from capital market operations (447.99) 2296.77

Other Income 28.23 47.72

Profit/(Loss) before Depreciation & Tax (746.40) 874.11

Interest 0.00 0.00

Depreciation 19.71 3.15

Profit/(Loss) before tax (766.11) 870.96

Provision for tax 0.00 175.00

Deferred tax (2.52) 1.18

Profit/(Loss) after tax (763.59) 694.78

BUSINESS & PERFORMANCE

During the year under review, the Company has incurred a loss of Rs. 763.59 Lacs, against the net profit Rs.694.78 Lacs,in the last financial year. With the sovereign crisis deepening and growth faltering in 2011 for advanced countries, capital inflows into the emerging economies had slowed down considerably, Indian markets were also affected with the Foreign Institutional Investors (Fils) inflows slowing. This has affected the performance of our company which is directly related to the market conditions. Hence our Directors are cautious in giving guidance and projecting profit for the current year. We look forward to change in the investment climate which is a possibility in the near foreseeable future.

DIVIDEND

Considering the present conditions of the capital market, and inadequate profits during the year the directors have decided not to recommend any dividend to the shareholders for the year.

FUTURE PROSPECTS

The global environment is likely to continue to be an area of concern, although conditions have improved since the beginning of the last financial year. Growth is likely to improve in the second half of 2012 and may support the country''s exports and increase access to global capital. India remains one of the fastest growing economies of the world, with a projected GDP growth rate of 6.25% to 6.5%. Falling inflation is also an encouraging factor. Since our company is directly related to Equity Market we hope that the sentiment in the market will improve and our company will have an opportunity to increase the market operations in improving the profitability of the company.

We also hope that the improvement in the market scenario will help our subsidiary - Trading Member of National Stock Exchange of India Limited to enhance the services to their Institutional Clients. We expect that the broking income of the subsidiary will remain stable at the present levels.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Corporate Governance" has been annexed to this Annual Report.

DEPOSITS

Your company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31s March 2012.

PARTICULARS OF EMPLOYEES

The Company has no employees, who are in receipt of remuneration, requiring disclosure under Section 217(2A) of the Companies Act, 1956.

AUDITOR''S & AUDIT REPORT

M.B. Ladha & Company, Chartered Accountants, auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

Auditors of the company in their report made an observation that, the company has no internal audit department, commensurate with the size of the company and nature of its business. Also they have made comment on non provision of gratuity in the accounts in the event of any employee leaving services by reason of death or incapability. In addition they have also observed that an inoperative bank account amounting to 1.53 lacs exists and the same has neither been closed nor written off. Regarding internal audit system, management is of the opinion that (as the company does not have volume of transaction - other than investments in Equities - which are directly under supervision of the Chairman) the decision to have the internal audit system be deferred and can be considered later.

Regarding non provision of gratuity, the management opines that, gratuity for the period of services rendered by the employees, is being paid to the employees leaving services by reason of resignation, and due to death or incapability, to the legal heirs of the deceased or to the employee disabled and accounted for on cash basis. Hence no provision is made in the books of the company. Regarding the inoperative bank account, the Company is looking into the matter seriously and the audit committee has been ordered to take necessary steps in this regard.

Regarding the other qualifications mentioned in the Auditors'' Report, the reply to the remarks made by the auditors in their report are detailed in the Notes on Accounts well as in the Report itself. Since the information provided therein are self explanatory they do not call for any further comments by the Board of Directors.

DIRECTORS

Mr. Iyer Vishwanath and Mr. S. Hariharan, directors of the company liable to retire by rotation at the ensuing Annual General Meeting ceased to be the Directors since AGM was not held within the extended period and have been reinducted as Non- executive - Independent Directors in the board meeting held on 6th February 2013 and being eligible offer themselves for re - appointment as Non-executive - Independent Directors.

Mr. Krishnan Muthukumar appointed as additional director in the board meeting held on 6th February 2013 being eligible offer himself for appointment as Non-executive Director.

As stipulated in terms of Clause 49 of the listing agreement with the stock exchanges, the brief resume of Mr. Iyer Vishwanath, Mr. S. Hariharan and Mr. Krishnan Muthukumar, is provided in the report on corporate governance, which forms an integral part of this annual report.

Due to the overall reconstitution of the Board of Directors, the Annual General Meeting of the Company shall be held on 14th day of March, 2013, beyond the extended period of date of holding AGM, i.e. 23/12/2012, as approved by Registrar of Companies, Chennai.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULRS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

Conservation of Energy

The Company had taken steps to conserve the use of energy in its office, consequent to which energy consumption has been minimized. No additional Proposals/Investments were made to conserve energy. Since the company has not carried on industrial activites, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

Technology Absorption

Company''s business does not require any technology absorption and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outflow

Foreign Exchange inflow and outflow during the year is Nil.

SUBSIDIARY COMPANY

The Company has a subsidiary TWENTYFIRST

CENTURY SHARES & SECURITIES LIMITED. The Company is not attaching copies of the balance sheet and profit and loss account, reports of Board of Directors and Auditors thereon, in respect of the subsidiary as required under Section 212(1) of the Companies Act, 1956 ("the Act") to its accounts as per the dispensation available pursuant to the directions issued by the Ministry of Corporate Affairs vide general circular no. 2/2011. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statement of the Company duly audited by the statutory auditors forms part of this annual report. The Company shall make available, the annual accounts and related information of its subsidiary, to those shareholders who wish to have the copies of the same. Further, these documents shall be available for inspection by a shareholder at the registered office of the Company as well as its subsidiary on any working day, except Saturdays, between 11.00 a.m. and 3.00 p.m.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* Appropriate accounting principles have been selected and applied consistently and have 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 at 31st March, 2012 and of the profit or loss of the Company for the year ended on that date.

* Proper and sufficient care has been taken 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.

* The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company as also Company''s shareholders, auditors, customers and bankers for their continued support.

The Board with regret would like to inform that AGM for the year 2011 -2012 could not be held within the stipulated period/extended time permitted by Registrar of Companies, Chennai. However the board has consciously decided to hold the AGM as given in the notice for the AGM which is annexed with this report.

For and on behalf of the Board

Place : Mumbai SUNDAR IYER

Date: 30th May 2012 CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the 24thANNUAL REPORT of your company together with the Auditors Report for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31s March 2010.

Rupees in Lacs

31/03/2010 31/01/2009

Profit from capital market operations 98.74 (1859.70)

Other Income 53.28 40.11

Profit before Depreciations Tax 61.00 (1894.24)

Interest 0.00 0.00

Depreciation 0.96 1.20

Profit before tax 60.04 (1895.44)

Provision for fax/Deferred tax 0.09 0.00

Profit after tax 59.95 (1895.44)

Balance b/f from previous year (282.92) 1612.52

Surplus corried to Balance Sheet (222.97) (282.92)

BUSINESS & PERFORMANCE

During the year under review, the Company turned the corner by making a profit of Rs.60.04 Lakhs, (though a small amount) as against the net loss of Rs.1895.44 lacs in the last financial year. Further the directors are confident that the company shall improve its performance and the profit of the company in the financial year 2010-11, considering the present market conditions and economic revival of the country and the confidence given by the growth prospects of the Indian Economy.

DIVIDEND

In the absence of adequate profit for the year, your Directors regret their inability to recommend dividend for the financial year 2009-2010.

FUTURE PROSPECTS

The year ended 31st March 2010, witnessed several new highs in the Capital Markets. Signs of global recovery, record FN net inflows and turnaround in corporate profits have contributed favourably to this recovery. Your company took several conscious decisions in churning the portfolio of investments by reducing the non-performing stocks and investing in growth stocks. Though the company could make a small profit of Rs. 60.04 lacs during this financial year, we are confident that the growth stocks, which we have identified and added to our portfolio will boost the value of our investments and may help us in posting a decent profit during the financial year 2010- 11. There are signs of recovery across the globe and in the Indian Securities Market. We expect to post better performance this year, barring unforeseen circumstances, and would be making profits.

ALLOTMENT OF PREFERENCE SHARES

During the year 2009-10, the company allotted 1,50,000 - 12% redeemable non convertible preference shares Of Rs.100/- each to the promoters and their group associates in addition to the 6,00,000 - 12% redeemable non-convertible preference shares of Rs.100/- each to the promoters and their group associates alloted in the year 2008-09.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Corporate Governance" has been annexed to this Annua! Report.

DEPOSITS

Your company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31sMarch 2010.

PARTICULARS OF EMPLOYEES

The Company has no employees, who are in receipt of remuneration, requiring disclosure under Section 217(2A) of the Companies Act, 1956.

AUDITORS

M/s Shankar & Kishor, Chartered Accountants, auditors of the company retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS

Mr. Iyer Vishwanath and Mr. S. Hariharan, both Independent Directors on the Board of the company shall retire by rotation at the ensuing annual general meeting and being eligible offer themselves for re - appointment. As stipulated in terms of Clause 49 of the listing agreement with the stock exchanges, the brief resume of Mr. Iyer Vishwanath and Mr. S. Hariharan, is provided in the report on corporate governance, which forms an integral part of this annual report.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULRS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

Conservation of Energy

The Company has taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. No additional Proposals/Investments were made to conserve energy. Since the company has not carried on industrial activites, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

Technology Absorption:

The company has neither adopted nor intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outflow:-

Foreign Exchange inflow and outflow during the year is Nil.

SUBSIDIARY COMPANY

The particulars required to be disclosed u/s. 212(1)(e), read with sub section (3) of the Companies Act, 1956 for the year ended 31s March 2010 in respect of the Companys subsidiary Twentyfirst Century Shares & Securities Ltd. is annexed hereto.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

* Applicable accounting standards have been adopted in the preparation of annual accounts along with proper explanation relating to material departures.

* Appropriate accounting principles have been selected and applied consistently and have 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 at 31st March, 2010 and of the profit or loss of the Company for the year ended on that date.

* Proper and sufficient care has been taken 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 pi eventing and detecting fraud and other irregularities.

* The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

The Board oi Directors would like to thank all employees of the Company as also Companys shareholders, auditors, customers and bankers for their continued support.

For and on behalf of the Board

Place : Mumbai SUNDAR IYER

Date: 24-05-2010 CHAIRMAN

 
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