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Directors Report of Wallfort Financial Services Ltd.

Mar 31, 2014

Dear Members.

The Directors'' have pleasure in presenting their 19th Annual Report together with the Audited Statem ent of Accounts for the year ended March 31 st 2014.

FINANCIAL RESULTS

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

(Rs. in millions)

PARTICULARS Years Ended Years Ended 31.03.2014 31.03.2013

Gross Profit ( ) Loss (-) After Interest But Before 24.38 (39.13)

Depriciation & Taxation

Depreciation (3.01) (3.23)

Profit Before Income Tax After Depreciation 21.37 (42.36)

Short Provision of Earlier Years - -

Prior Period Expenses - -

Provision For Taxation (0.47) (18.40)

Net Profit After Tax 21.85 (23.96)

PERFORMANCEAND FUTURE PROSPECTS

The performance of the Company has been satisfactory due to good market condition. The Company has seen some gains from the investing/trading of shares and securities. The Stock markets have been showing positive signs and it is expected that the trend shall continue in future.

DIVIDEND

The Directors do not recommend any dividend for the Financial Year ended 31 stMarch, 2014.

SHIFTING OF REGISTERED OFFICE

During the Financial year 2013-14, the registered office of the company shifted from 205, Gundecha Chambers, N.M.Road, Fort, Mumbai to 205A, Hari Chambers, S B Marg, Fort, Mumbai, that is within t he local limits and the same Jurisdiction.

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.

DIRECTORS

Duri ng the year under review, there were changes i n the Composition of Board of Di rectors.

Mr. Anil Parekh and Mr.Anil Jain resigned from the Board with effect from 28thApril 2014.

Mr. Ashok Bharadia was appointed as the new Chairman and the Managing Director of the Company with effect from 28thApril 2014, for a period of 5 consecutive years. The approval of the shareholders fo r his appointment is being sought at the forthcoming AGM.

Mr. Deepak Lahoti and Mr. Yash Golechha were appointed as Wholetime Director for a further period of 3 years w. e. f. April 1,2014. The approval of the shareholders for their appointment is being sough t at the forthcoming AGM

It is proposed to appoint Mr. Promod Gupte (DIN-02804813), Mr. Ajay Mantri (DIN- 01600060), Mr Vijay Gaggar (DIN - 00252600) and Mr. Krishnagopal Biyani DIN - 01319264),as Independent Directors for a fresh period of 5 consecutive years to comply with the provision of Section 149, 150, 152 and any o ther applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 of Company.

In accordance with provisions of Companies Act, 2013 Mr. Yash Golechha retires by rotation at ensuing Annual General Meeting and being eligible has offered himself for reappointment. The Board recommen ds his re- appointment at Annual General Meeting.

Brief details of the Directors being reappointed have been incorporated in the Notice for the ensui ng Annual General Meeting pursuant to Clause 49(iv) (g) (i) of Listing Agreement.

AUDITORS

The Statutory Auditors M/s. Kochar & Associates, Chartered Accountants 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 139 of the Companies Act, 2013.

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

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

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

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the re presentations 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 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, 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.

ACKNOWLEDGMENTS

The Board of Directors of acknowledge the continued the support and co-operation extended by the Statutory Authorities, Government Authorities, Bankers, Stock Exchange, Stake holders and employees of the Company.

By Order of the Board For WALLFORT FINANCIAL SERVICES LIMITED

Place: Mumbai ASHOK BHARADIA

Date : 13th August 2014 CHAIRMAN & MANAGING DIRECTOR

DIN: 00407830


Mar 31, 2013

Dear Members.

The Directors'' have pleasure in presenting their Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended March 31,2013.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2013 compared to the previous year are summarized below:

(Rs. in Lakhs) PARTICULARS Years Ended Years Ended 31.03.2013 31.03.2012

Gross Profit ( ) Loss (-) After Interest But Before (391.32) (584.80)

Depriciation & Taxation

Depreciation 32.24 34.86

Profit Before Income Tax After Depreciation (423.56) (619.66)

Short Provision of Earlier Years

Prior Period Expenses

Provision For Taxation (184.00) (130.48)

Net Profit After Tax (239.56) (489.18)

PERFORMANCE AND FUTURE PROSPECTS

Looking at the challenging market conditions in FY13 the performance of the company has been satisfactory. The company reduced it loss by focusing on lowering costs. The company maintained its performance on the brokerage side of the business. The Stock Markets earlier were very buoyant but lately have lacked in direction. The forthcoming election and developing global economic conditions will guide the future course for the markets.

DIVIDEND

The Directors do not recommend any dividend for the year 2012-2013.

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.

DIRECTORS

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

In accordance with provisions of Companies Act, 1956, and the Articles of Association of the Company

Mr. Ashok Bharadia & Mr. Vijay Gaggar retires by rotation at ensuing Annual General Meeting and are eligible reappointments.

Brief details of the Directors being reappointed 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. Kochar & Associates, Chartered Accountants 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(1 B) 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.

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

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from operating Management, and afterdue 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 or loss of the

Company forthat 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.

AUDITORS''REPORT

The Auditors'' Report is unqualified. The notes to the Accounts referred to in the Auditors'' Report are self- explanatory and therefore do not call for any further clarification under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGMENTS

The Directors take this opportunity to thank all the employees, shareholders, bankers to the Company, The Securities & Exchange Board of India, The Stock Exchange, Mumbai, other Government Agencies and valued clients for their support and co-operation during the year under review.

By Order of the Board

For WALLFORT FINANCIAL SERVICES LIMITED

Place: Mumbai ANIL JAIN

Date: 14/8/2013 Chairman & Managing Director


Mar 31, 2012

To The Shareholders of Wallfort Financial Services Limited

The Directors present their Seventeenth Annual Report and the Audited Statements of Accounts for the financial year ended on 31st March 2012.

Financial Results

(Amt Rs. In Lakhs)

PARTICULARS 2011-2012 2010-2011

Gross Profit ( )Loss(-) After Interest But Before Deprecation & Taxation (584.80) 530.62

Depreciation 34.86 35.27

Profit Before Income Tax After Depreciation (619.66) 495.35

Short Provision of Earlier Years - -

Prior Period Expense - -

Provision For Taxation 130.48 106.08

Net Profit After Tax (489.18) 389.27

Balance carried forward from last year 5415.27 5026.00

Balance carried forward to Balance Sheet 4926.09 5415.27

Performance and Future Prospects

The performance of the company has been satisfactory due to good market condition. The company has seen some gains from the investing/trading of shares and securities. The Stock markets have been showing positive signs and it is expected that the trend shall continue in future.

Dividend

The Directors do not recommend any dividend for the year 2011-2012.

Directors

Mr. Ajay Mantri and Mr. Anil Parekh who retire by rotation at the ensuing Annual General Meeting are proposed to be re-appointed.

Directors Responsibility Statement As Per Section 217 (2AA)

The Board of Directors hereby confirms that:

I. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

ii. 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;

iii. that the Directors had taken proper and sufficient care for 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. that the Directors had prepared the Annual Accounts on a going concern basis.

Auditors Report

The observation made in the Auditors Report are self -explanatory and therefore no further comments are required under Section 217 (3) of the Companies Act, 1956.

Auditors

M/s. Kochar & Associates, Chartered Accountants appointed as the Auditors of the Company, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment The Board recommends their re-appointment .The Company has received their consent pursuant to Section 224 (1B) of the Companies Act, 1956.

Particulars of Employees

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217 (2A) of the Companies Act, 1956 and therefore no disclosures need to be made under the said section.

Corporate Governance

The amendments to the Companies Act, 1956 and the listing agreements executed with the Stock Exchanges require compliance with specified Corporate Governance practices. A detailed Report on Corporate Governance approved by the Directors is annexed. A certificate on compliance of Corporate Governance requirements issued by the Statutory Auditors of the company in pursuance to clause 49 of the listing agreement is placed with the report on Corporate Governance.

Conservation of Energy. Technological Absorption and Foreign Exchange Earnings and Outing

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 Details are as follows:

Inflow: Rs Nil Outflow: Rs 67,499/-

Acknowledgement

The Directors take this opportunity to thank all the employees, shareholders, bankers to the Company, The Securities & Exchange Board of India, The Stock Exchange, Mumbai, other Government Agencies and valued clients for their support and co-operation during the year under review.

By and on behalf of the Board

for WALLFORT FINANCIAL SERVICES LIMITED

Sd/-

Anil Jain

Chairman & Managing Director

Place: Mumbai

Date: 21/08/2012


Mar 31, 2010

The Directors present their Fifteenth Annual Report and the Audited Statements of Accounts for the financial period ended on 31st March 2010.

Financial Results

The bird eye view of the summarized financial highlights is depicted below:

(Amt.Rs.In Lakhs)

For the year For the year PARTICULARS ended March 31,2010 ended March 31,2009.

Gross Profit (+)Loss(-) After Interest But Before Deprecation & Taxation 2597.52 -260.13

Depreciation 42.78 39.09

Profit Before Income Tax After Depreciation 2554.73 -299.22

Short Provision of Earlier Years 25.44 397.25

Prior Period Expenses 4.84 76.00

Provision For Taxation 546.74 10.68

Net Profit After Tax 2018.92 -783.15

Balance carried forward from last year 3007.08 3790.23

Balance carried forward to Balance Sheet 5026.00 3007.08

Performance and Future Prospects

The performance of the Company has been satisfactory due to good market condition. The Company has seen some gains from the investing/trading of shares and securities. The Stock markets have been showing positive signs and it is expected that the trend shall continue in future.

Dividend

To conserve the funds, the Directors do not recommend any dividend for the year 2009-2010.

Directors

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

Mr. Anil Parekh and Mr. Vijay Gaggar who retire by rotation at the ensuing Annual General Meeting are proposed to be re-appointed.

Mr. Anil Jain whose term for Managing Director ends on 18* September 2010 shall be re-appointed subject to members approval at the ensuing Annual General Meeting.

Mr. Pramod Gupte was appointed as Additional Director, pursuant to Section 260 of the Companies Act, 1956; he holds office upto die date of ensuing Annual General Meeting and being eligible offer himself for appointment.

Mr. Deepak Lahoti & Mr. Yash Golechha were appointed as Wholetime Director w.e.f. 01" April 2009 and the Shareholders have approved their appointment at the Annual General Meeting dated SO* September 2009.

Directors Responsibility Statement As Per Section 217 (2AA) of the Companies Act. 1956

The Board of Directors hereby confirms that:

i. that in the preparation of the Annual Accounts, die applicable accounting standards had been followed along with the proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made j udgments and estimates that are reasonable and prudent so as to give a true and fair view of die state of affairs of the Company at the and of the financial year and of the profit or loss of the Company for that period;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of die Companies Act, 1956, for safeguarding the assets of me Company and for preventing and detecting fraud and otiier irregularities;

iv. mat me Directors had prepared the Annual Accounts on a going concern basis.

Auditors Report

The observation made in die Auditors Report are self explanatory and therefore no further comments are required under Section 217 (3) of the Companies Act, 1956.

Auditors

M/s. Kochar & Associates, Chartered Accountants appointed as the Auditors of the Company, retire at die conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment .The Board recommends dieir re-appointment .The Company has received their consent pursuant to Section 224 (IB) of the Companies Act, 1956.

Particulars of Employees

During the year under review there were no employees who were in receipt of the remuneration beyond die limits prescribed under Section 217(2A) of die Companies Act, 1956 and therefore no disclosures need to be made under die said section.

Corporate Governance

The amendments to the Companies Act, 1956 and die listing agreements executed with the Stock Exchanges require compliance with specified Corporate Governance practices. A detailed Report on Corporate Governance approved by die directors is annexed. A certificate on compliance of Corporate Governance requirements issued by me Statutory Auditors of die company in pursuance to clause 49 of the listing agreement is placed with the report on Corporate Governance.

Conservation of Energy. Technological Absorption and Foreign Exchange Earnings and Outing

The Company is not engaged in any manufacturing activity and therefore diere are no particulars to be disclosed under die Companies (Disclosure of Particulars in die Report of the Board of Directors) Rules, 1988. Foreign Exchange Details are as follows :

Inflows :Rs. Nil Outflows: Rs. 552138/-

Acknowledgement

Your Directors take this opportunity to thank all the Employees, Shareholders, Bankers to the Company, The Securities & Exchange Board of India, Bombay Stock Exchange, other Government Agencies and esteemed clients for their support and co-operation during the year under review.

By and on behalf of the Board for WALLFORT FINANCIAL SERVICES LIMITED

Sd/-

AnilJain

Chairman & Managing Director

Place: Mumbai Date:05th August 2010





 
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