Mar 31, 2015
The Directors present their 29th Annual Report on the business and
operations of the Company and the financial accounts for the year ended
on 31st March, 2015.
FINANCIAL RESULTS
(Rs. In lac)
For the year For the previous
ended on year ended on
Particulars 31/03/2015 31/03/2014
Gross
Income 125.60 105-68
Profit (before interest,
depreciation & taxation) 38.86 3.17
Financial charges 0.08 0.01
Depreciation 4.35 231
Net profit 34.43 035
Provision for taxation 12.25 6.50
Deferred Tax (1.06) (0.28)
Income Tax of earlier
years/MAT credit
entitlement (13.76) (11.74)
Profit after adjustments 37.00 6.38
Profit/(Loss) carried to Balance
Sheet 37.00 638
APPROPRIATIONS / TRANSFERS
Profit/(loss) carried to Balance
Sheet 37.00 638
Dividend
Your Directors do not recommend any dividend on equity shares in view
of working capital requirement.
Performance review
During the year under review, income from operations was Rs. 125.60 lac
against Rs. 105.68 lac, an increase of 18.85% compared to previous
year. The net profit after tax and adjustments is Rs. 37.00 lac against
Rs. 6.38 lac, an increase of 480%, compared to the previous year.
The Company is mainly engaged in Merchant Banking activities viz. ESOP
valuation, Company valuation, Advisory services and capital raising
activities. There were no changes in nature of Company's business
during the year.
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report There were no material changes occurred
subsequent to the close of the financial year of the Company to which
the balance sheet relates and the date of the report like settlement of
tax liabilities, depression in market value of investments, institution
of cases by or against the company, sale or purchase of capital assets
or destruction of any assets etc.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future There were no significant and material orders
passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future Internal control
systems and their adequacy The Company has an Internal Control System,
commensurate with the size, scale and complexity of its operations. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board and to the
Chairman.
The management of the Company evaluates the efficiency and adequacy of
internal control system in the Company, its compliance with operating
systems, accounting procedures and policies of the Company. Based on
the assessment, the management undertakes corrective action in their
respective areas and thereby strengthen the controls. Significant audit
observations and recommendations with corrective actions thereon are
presented to the Audit Committee of the Board.
Subsidiaries/ Joint Ventures
The Company does not have Subsidiary or Joint Ventures.
Fixed deposit
The Company has not accepted deposits from Public and there were no
outstanding deposits payable by the Company.
Auditors & auditor's report
The Company's Auditors M/s. A.N. Damania & Co., Chartered Accountants
will retire at the forthcoming annual General Meeting and are eligible
for re-appointment. The Company has received a letter from them to the
effect that their appointment, if made, would be within the provision
prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified for re-appointment.
The Notes on Financial Statements referred to in the Auditor's Report
are self-explanatory and do not call for any further comments.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure-A.
Conservation of energy, technology absorption etc.
The particulars of conservation of Energy, Technology, Absorption,
foreign Exchange Earnings and outgo have not been given since the same
are not applicable to the Company.
Corporate Social Responsibility Initiatives
The Company does not come under the parameters specified under Section
135 of the Companies Act, 2013, hence no Committee has constituted
Committee for Corporate Social Responsibility Initiatives.
Directorate :
Mr. Hemendra J. Shroff and Mrs. Rachana S. Vijayakar Directors of the
Company shall retire by rotation at the forthcoming Annual General
Meeting and offer themselves for re-appointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed in Section 149(6) of the Companies Act, 2013
and Clause 49 of the Listing Agreement.
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, the information on the particulars of the Directors proposed
for appointment/ re-appointment has been given in the Notice of the
Annual General Meeting.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration and
Stakeholder's Grievance Committees. The manner in which the evaluation
has been carried out has been explained in the Corporate Governance
Report.
Nomination and Remuneration Committee
The Board has on the recommendation of the Appointment and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Board and Audit Committee Meetings
During the year, Five Board Meetings and Four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism to be known as the
"Whistle Blower Policy" for its Directors and employees to report
instances of unethical behavior, actual or suspected fraud or violation
of the Company's Code of Conduct. The aim of the policy is to provide
adequate safeguards against victimization of whistle blower who avails
of the mechanism and also provide direct access to the Chairman of the
Audit Committee, in appropriate or exceptional cases.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing
to raise a concern about serious irregularities within the Company.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares by the Directors and
the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period
when the Trading Window is closed. All the members of the Board and
designated employees have confirmed compliance with the Code.
Particulars of loans, guarantees or investments
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. The details of
the investments made by Company is given in the notes to the financial
statements.
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 the business. There are no materially significant related
party transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the Company at large.
Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed Mr. P.V. Ramaswamy, Company
Secretary in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report is annexed herewith as
Annexure-B, which is self-explanatory.
Risk Management Policy
Pursuant to Section 134(3) (n) of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Company has constituted a business risk
management committee. The details of the Committee and its terms of
reference are set out in the corporate governance report forming part
of the Board report. At present the Company has not identified any
element of risk which may threaten the existence of the Company.
Corporate Governance
The Report on Corporate Governance along with a certificate of
compliance from the Auditors and Management Discussion and Analysis
Report forms part of this Report.
Director's responsibility statement
The Board of Directors of your Company confirms that:
a) in the preparation of the annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
b) 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 fiar view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the Company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
d) the Directors have prepared the Annual Accounts on a going concern
basis; and
e) the Directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operative effectively.
Particulars of employees
The Company did not have any employee falling within the purview of
Section 197 of the Companies Act, 2013 and Rule 5(2) & 5 (3) of
Companies (Appointment and Remuneration of Managerial Persons Rule
2014.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for
the continued co-operation by the Clients and the the Shareholders of
the Company.
On behalf of the Board of Directors
Samir R. Dedhia
Chairman
PLACE: MUMBAI
DATE : 30th July 2015
Mar 31, 2014
Dear members,
The Directors present their 28th Annual Report on the business and
operations of the Company and the financial accounts for the year ended
on 31st March, 2014.
FINANCIAL RESULTS (Rs. In lac)
Particulars For the year For the
ended on previous year
31/03/2014 ended on
31/03/2013
Gross Income 105.68 150.62
Profit (before interest, 3.17 80.81
depreciation & taxation)
Financial charges 0.01 0.64
Depreciation 2.31 2.22
Net profit 0.85 77.95
Provision for taxation 6.50 25.20
Deferred Tax (0.28) (0.76)
Income Tax of earlier years/ (11.74) (81.72)
MAT credit entitlement
Profit after adjustments 6.38 135.23
Profit/(Loss) carried to Balance 6.38 135.23
Sheet
APPROPRIATIONS /TRANSFERS
Profit/(loss) carried to Balance 6.38 135.23
Sheet
DIVIDEND
Your Directors do not recommend any dividend on equity shares due to
inadequate of profit during the year.
PERFORMANCE REVIEW
During the year under review,income from operations was Rs. 104.56 lac
compared to Rs. 66.62 lac in the previous year. Even though the income
from operation was increased, there was a decrease in other income,
also expenditure increased from Rs. 72.59 lac to 104.83 lac during the
year. Therefore profit after tax and adjustments, the income decreased
from Rs. 135.23 lac to Rs. 6.38 lac during the year.
The Company is mainly engaged in Merchant Banking activities viz. ESOP
valuation, Company valuation, Advisory services and capital raising
activities.
DIRECTORATE :
Mr. Manoj T. Shroff, a Director of the Company shall retire by rotation
at the forthcoming Annual General Meeting and offer himself for
re-appointment.
Mr. Hemendra J. Shroff was appointed as an additional Director on 7th
May 2014. Mrs. Rachana S. Vijayakar and Mr. Samir R. Dedhia have been
appointed as additional Directors on 30th May 2014. Mr. Samir R. Dedhia
was appointed as Chairman of the Board on 28th July 2014.
As per the notification of section 149 and other applicable provisions
of the Companies Act, 2013, Mr. Khurshid Shaikh is seeking appointment
as Independent Director for five consecutive years for a term upto
conclusion of Annual General Meeting of the Company in the calendar
year 2019.
DIRECTOR''S RESPONSIBILITY STATEMENT
The Board of Directors of your Company confirms that:
i) in the preparation of the annual accounts, applicable Accounting
Standards have been followed ;
ii) the Accounting Policies are consistently applied and reasonable,
prudent judgment and estimates are made 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;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.
The particulars of conservation of Energy, Technology, Absorption,
foreign Exchange Earnings and outgo as required under Section 217
(i)(e) of the Companies Act, 1956 have not been given since the same
are not applicable to the Company.
PARTICULARS OF EMPLOYEES
The Company did not have any employee falling within the purview of
Section 217(2A) of the Companies Act, 1956.
PUBLIC DEPOSIT
The Company has not accepted deposits from Public and there were no
outstanding deposits payable by the Company.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditor''s
Statement of its compliance is given in a separate annexure.
AUDITORS & AUDITOR''S REPORT
The Company''s Auditors M/s. A.N. Damania& Co., Chartered Accountants
will retire at the forthcoming annual General Meeting and are eligible
for re-appointment. The Company has received a letter from them to the
effect that their appointment, if made, would be within the provision
prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified for re-appointment.
The Notes on Financial Statements referred to in the Auditor''s Report
are self-explanatory and do not call for any further comments.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for
the continued co-operation by the Investors, Clients and last but not
the lease the Shareholders of the Company.
On behalf of the Board of Directors
PLACE: MUMBAI Pradip R. Shroff
DATE :28th July 2014 Managing Director
Mar 31, 2013
The Directors present their 27th Annual Report on the business and
operations of the Company and the financial accounts for the year ended
on 31 st March, 2013.
FINANCIAL RESULTS
(in lacs)
For the year ended on For the previous year
Particulars 31/03/2013 ended on 31/03/2012
Gross Income 150.54 86.34
Profit (before interest,
depreciation & taxation) 80.81 28.13
Financial charges 0.64 0.00
Depreciation 2.22 2.13
Net profit 77.95 26.06
Provision for taxation 25.20 8.00
Deferred Tax (0.76) (0.09)
Income Tax of earlier
years (81.72) (0.10)
Profit after adjustments 135.23 18.25
Profit/(Loss) carried
to Balance Sheet 135.23 18.25
APPROPRIATIONS/TRANSFERS
Profit/(loss) carried to
Balance Sheet 135.23 18.25
DIVIDEND
Your Directors do not recommend any dividend on equity shares due to
working capital requirements needed for the company.
PERFORMANCE REVIEW
During the year under review.income from operations was Rs. 66.62 lacs
compared to Rs. 84.69 lacs in the previous year. Profit after tax
increased to Rs. 135.23 lacs against X 18.25 lacs in the previous year on
account Of income tax refund.
The Company is mainly engaged in Merchant Banking activities viz. ESOP
valuation, Company valuation, Advisory services and capital raising
activities.
DIRECTORATE :
Mr. Manoj T. Shroff, a Director of the Company shall retire by rotation
at the forthcoming Annual General Meeting and offer himself for
re-appointment.
DIRECTOR''S RESPONSIBILITY STATEMENT
The Board of Directors of your Company confirms that:
i) in the preparation of the annual accounts, applicable Accounting
Standards have been followed;
ii) the Accounting Policies are consistently applied and reasonable,
prudent judgment and estimates are made 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;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.
The particulars of conservation of Energy, Technology, Absorption,
foreign Exchange Earnings and outgo as required under Section 217
(i)(e) of the Companies Act, 1956 have not been given since the same
are not applicable to the Company.
PARTICULARS OF EMPLOYEES
The Company did not have any employee falling within the purview of
Section 217(2A) of the Companies Act, 1956.
PUBLIC DEPOSIT
The Company has not accepted deposits from Public and there were no
outstanding deposits payable by the Company.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditor''s
Statement of its compliance is given in a separate annexure.
AUDITORS & AUDITOR''S REPORT
The Company''s Auditors M/s. Apte & Co., Chartered Accountants will
retire at the forthcoming annual General Meeting. The Company intends
to appoint M/s. A.N. Damania& Co. as the Auditors of the Company.
Members are requested to appoint M/s. A.N. Damania& Co., as Auditors of
the Company and fix their remunerations.
The Auditors M/s. Apte & Co., have referred to certain notes forming
part of Accounts in their report to the members. The notes referred to
by Auditors are self explanatory.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for
the continued co-operation by the Investors, Depositors, Clients and
last but not the least the Shareholders of the Company.
On behalf of the Board of Directors
Pradip R. Shroff Manoj T. Shroff
Managing Director Director
PLACE: MUMBAI
DATE :25th July 2013
Mar 31, 2012
The Directors present their 26th Annual Report on the business and
operations of the Company and the financial accounts for the year ended
on 31st March, 2012.
FINANCIAL RESULTS
(Rs. In lacs)
For the year ended on For the previous year
Particulars 31/03/2012 ended on 31/03/2011
Gross Income 86.37 92.22
Profit (before
interest, depreciation
& taxation) 28.19 20.10
Financial charges 0.00 0.00
Depreciation 2.13 2.16
Net profit 26.06 17.94
Provision for taxation 8.00 6.10
Deferred Tax (0.09) (0.46)
Prior period expenses
and written offs 0.00 0.00
Income Tax of earlier years (0.10) 0.02
Profit after adjustments 18.25 12.28
Profit/(Loss) carried
to Balance Sheet 18.25 12-28
APPROPRIATIONS / TRANSFERS
Profit/(loss) carried to
Balance Sheet 18.25 12.28
DIVIDEND
Your Directors do not recommend any dividend on equity shares in view
of inadequate profit available for the year under review.
PERFORMANCE REVIEW
During the year under review, the gross income was decreased from Rs.
86.37 lacs from Rs. 92.22 lacs and profit after tax increased to Rs.
18.25 lacs from Rs. 12.28 lacs in the previous year. The Company could
curtail expenses to some extent which has reflected in the
profitability.
The Company is mainly engaged in Merchant Banking activities and due to
slowdown in capital market; income from such activities has decreased
during the year compared to the previous year.
DIRECTORATE:
Mr. KhurshidShaikh, a Director of the Company shall retire by rotation
at the forthcoming Annual General Meeting and offer himself for
re-appointment.
DIRECTOR'S RESPONSIBILITY STATEMENT
, The Board of Directors of your Company confirms that:
i) in the preparation of the annual accounts, applicable Accounting
Standards have been followed ;
ii) the Accounting Policies are consistently applied and reasonable,
prudent judgment and estimates are made 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;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.
The particulars of conservation of Energy, Technology, Absorption,
foreign Exchange Earnings and outgo as required under Section 217
(i)(e) of the Companies Act, 1956 have not been given since the same
are not applicable to the Company.
PARTICULARS OF EMPLOYEES
The Company did not have any employee falling within the purview of
Section 217(2A) of the Companies Act, 1956.
PUBLIC DEPOSIT
The Company has not accepted deposits from Public and there were no
outstanding deposits payable by the Company.
CORPORATE GOVERNANCE .
A separate report on Corporate Governance along with the Auditor's
Statement of its compliance is given in a separate annexure.
AUDITORS & AUDITOR'S REPORT
The Company's Auditors M/s. Apte& Co., Chartered Accountants will
retire at the forthcoming annual General Meeting and is eligible for
re-appointment. Members are requested to re-appoint M/s. Apte& Co., as
Auditors of the Company and fix their remunerations.
The Auditors M/s. Apte& Co., have referred to certain notes forming
part of Accounts in their report to the members. The notes referred to
by Auditors are self explanatory.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for
the continued co-operation by the Investors, Depositors, Clients and
last but not the lease the Shareholders of the Company.
On behalf of the Board of Directors
Pradip R. Shroff Manoj T. Shroff
Managing Director Director
PLACE: MUMBAI
DATE: 25th July 2012
Mar 31, 2011
The Directors present their 25th Annual Report on the business and
operations of the Company and the financial accounts for the year ended
on 31st March, 2011.
FINANCIAL RESULTS (Rs. In lacs)
Particulars For the year ended on For the previous year
31/03/2011 ended on 31/03/2010
Gross
Income 92.22 124.02
Profit (before
interest, deprec
iation &
taxation) 20.22 66.28
Financial charges 0.00 0.05
Depreciation 2.16 2M
Net profit 18.06 64.09
Provision for
taxation 6.10 9.86
Deferred Tax (0.46) (2.03)
Prior period
expenses and written
offs 0.00 1.89
Income Tax of earlier
years 0.01 0.43
Profit after
adjustments 12.41 53.94
Add: Opening balance
of Profit & Loss
account 0.00 (534.19)
Profit/(Loss)
carried to Balance
Sheet 12.41 (480.25)
APPROPRIATIONS /
TRANSFERS
Profit/(loss) carried
to Balance Sheet 12.41 (480.25)
DIVIDEND
Your Directors do not recommend any dividend on equity shares in view
of inadequate profit available for the year under review.
OPERATION AND FUTURE OUTLOOK
The primary business of the Company is Merchant Banking and related
activities. During the year under review the gross income from the
merchant banking activities stood at Rs. 85.30 lacs against 97.19 lacs
in the previous year. Increase in total expenses and reduction in other
income, affected profitability of the Company. Profit after Tax has
reduced to Rs. 12.41 lacs against Rs. 53.94 lacs earned in previous
year. The management is taking steps to curtail expenses and to achieve
better results from the operations.
DIRECTORATE:
Mr. Ashok Kumar Singh, a Director of the Company shall retire by
rotation at the forthcoming Annual General Meeting and offer himself
for re-appointment.
APPROPRIATION OF SHARE PREMIUM ACCOUNT
The Hona'ble Bombay High Court has approved vide its Order dated 18th
March, 2011 for adjusting the debit balance of Rs. 4,80,25,115/- in
Profit & Loss Account against credit balance of Share Premium Account,
as per the Resolution passed by the shareholders in the previous Annual
General Meeting held on 28th September 2010.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors of your Company confirms that:
i) in the preparation of the annual accounts, applicable Accounting
Standards have been followed;
ii) the Accounting Policies are consistently applied and reasonable,
prudent judgment and estimates are made 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;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.
The particulars of conservation of Energy, Technology, Absorption,
foreign Exchange Earnings and outgo as required under Section 217
(i)(e) of the Companies Act, 1956 have not been given since the same
are not applicable to the Company.
PARTICULARS OF EMPLOYEES
The Company did not have any employee falling within the purview of
Section 217(2A) of the Companies Act, 1956.
PUBLIC DEPOSIT
The Company has not accepted deposits from Public and there were no
outstanding deposits payable by the Company.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditor's
Statement of its compliance is given in a separate annexure.
AUDITORS & AUDITOR'S REPORT
The Auditor appointed in the last Annual General Meeting i.e M/s. A. N.
Damania & Co, Chartered Accountants, becomes disqualified as the firm
failed to get Peer Review approval from the Institute of Chartered
Accountants of India. On their disqualification, the Company has
appointed M/s. Apte & Co., Chartered Accountants, Mumbai, a Peer Review
approved Chartered Accountants as Auditors of the Company on the casual
vacancy caused. M/s. Apte & Co., will retire at the forthcoming annual
General Meeting and is eligible for re-appointment. Members are
requested to re-appoint M/s. Apte & Co., as Auditors of the Company and
fix their remunerations.
The Auditors M/s. Apte & Co., have referred to certain notes forming
part of Accounts in their report to the members. The notes referred to
by Auditors are self explanatory.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for
the continued co-operation by the Investors, Depositors, Clients and
last but not the lease the Shareholders of the Company.
On behalf of the Board of Directors
PLACE: MUMBAI Pradip R. Shroff
DATE : 25th August, 2011 Managing Director
Mar 31, 2010
The Directors present their 24th Annual Report on the business and
operations of the Company and the financial accounts for the year ended
on 31st March, 2010.
FINANCIAL RESULTS
(Rs. In lacs)
Particulars For the year For the
ended previous year
on 31/03/2010 ended on
31/03/2009
Gross Income 124.02 82.58
Profit (before interest, depreciation &
taxation) 66.28 45.61
Financial charges 0.05 0.28
Depreciation 2.14 1.06
Net profit 64.09 44.27
Provision for taxation & deferred tax 9.86 5.05
Deferred Tax (2.03) -
Prior period expenses and written offs 1.89 0.14
Income Tax of earlier years 0.43 0.30
Profit after adjustments 53.94 38.78
Add: Opening balance of Profit & Loss account (534.19) (572.97)
Loss carried to Balance Sheet (480.25) (534.19)
APPROPRIATIONS / TRANSFERS
Profit/(loss) carried to Balance Sheet (480.25) (534.19)
DIVIDEND
Your Directors do not recommend any dividend on equity shares in view
of the carry forward loss incurred by the Company.
OPERATION AND FUTURE OUTLOOK
The Company is a category I Merchant Banker registered with Securities
and Exchange Board of India (SEBI). The merchant banking activities are
taking momentum and the result of the same is progressive. During the
year under review the gross income from the merchant banking activities
rose to Rs. 97.19 lacs from Rs. 82.58 lacs in 2009 registering a growth
of 17.69% compared to the previous year. The Profit after Tax also
increased to Rs. 53.94 lacs from Rs. 38.78 lacs in 2009 registering a
growth of 39.09% over the previous year. The management hopes to
achieve better results from the merchant banking and related activities
in the coming years.
DIRECTORATE :
Mr. Manoj T. Shroff, a Director of the Company shall retire by rotation
at the forthcoming Annual General Meeting and offer himself for
re-appointment.
MANAGEMENT DISCUSSION AND ANALYSIS
Industry structure and developments
The main activities of the Company are Merchant Banking and related
activities. The improved performance of the industrial and service
sector and strong capital inflows witnessed robust growth in primary
and secondary capital market and is expected to hold in the coming
years. With this, more Companies have tapped capital market during
2009-2010. The Company will continue to capitalize on Merchant Banking,
Advisory Services and fund raising opportunities by the growing
economic needs of the industries.
Opportunities and Threats
Your Company being a Financial Services Company (Merchant Banking and
related activities), the Company seeks opportunities in the capital
market. The likely increase in capital mobilization from the primary
market and phenomenal growth in secondary market volumes provides
significant business opportunities for the Company.
Segment wise performance
The Company has one segment i.e Merchant Banking and related services;
therefore segment wise reporting has not given as per the Accounting
Standard 17.
Outlook
The Company looks forward in view of the reposed confidence of
Investors in the capital market started in the second quarter of 2010.
With strengthening of the economy and stable economic environment, the
Indian capital market is expected to perform well. The management will
continue to focus on Merchant Banking activities and Advisory Services
and endeavor to deliver best solutions to the clients to their
satisfaction.
Risks and Concerns
The timely and effective risk management is of prime importance our
Company. The Company is potentially exposed to increasing competition
in capital market, newer and more complex products and transactions and
stringent regulatory framework. With its past long experience in
financial service industry, dedicated and trained professionals the
Company counter the threats to the best possible extent in its business
operation.
Internal control system
The Company has a sound and adequate system of internal controls to
monitor and control all the activities. The Company complies with all
internal control policies and procedures as also other regulatory
requirements.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of your Company confirms that:
i) in the preparation of the annual accounts, applicable Accounting
Standards have been followed ;
ii) the Accounting Policies are consistently applied and reasonable,
prudent judgment and estimates are made 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;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.
The particulars of conservation of Energy, Technology, Absorption,
foreign Exchange Earnings and outgo as required under Section 217
(i)(e) of the Companies Act, 1956 have not been given since the same
are not applicable to the Company.
PARTICULARS OF EMPLOYEES
The Company did not have any employee falling within the purview of
Section 217(2A) of the Companies Act, 1956.
PUBLIC DEPOSIT
The Company has not accepted deposits from Public and there were no
outstanding deposits payable by the Company.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditors
Statement of its compliance is given in a separate annexure.
AUDITORS & AUDITORS REPORT
The Companys Auditors M/s. A. N. Damania & Co, Chartered Accountants,
will retire at the forthcoming annual General Meeting and is eligible
for re-appointment. Members are requested to re-appoint M/s. A. N.
Damania & Co., as Auditors of the Company and fix their remunerations.
The Auditors M/s. A. N. Damania & Co., have referred to certain notes
forming part of Accounts in their report to the members. The notes
referred to by Auditors are self explanatory.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for
the continued co-operation by the Investors, Depositors, Clients and
last but not the lease the Shareholders of the Company.
On behalf of the Board of Directors
PLACE: MUMBAI PRADIP R. SHROFF
DATE : 26th August 2010 Managing Director