Mar 31, 2014
Dear Members,
We have pleasure in presenting theAnnual Report of the Company and the
audited statement of accounts for the year ended 31st March,
2014.Asummary of the financial results is given below. The performance
of the Company during the year improved robustly compared to that of
the last year.
This report has been prepared on the basis of the legal requirements
under the Companies Act, 1956. As per General Circular No.08/2014
issued by the Ministry of Corporate Affairs (MCA) dated 04/04/2014, the
provisions of the CompaniesAct, 2013 will become applicable for all
disclosures required under theAct for the year 2014-15 and subsequent
years.
FINANCIAL HIGHLIGHTS:
The financial performance of the Company, for the year ended March
31,2014 is summarized as below:
PARTICULARS 2013 - 2014 2012 - 2013
Income 17,40,00,00 1,62,00,000
Expenditure 3,80,0,000 13,00,000
Profit/ (Loss) before interest &
Depreciation 13,60,00,00 1,49,00,000
Less: Interest Nil 2,00,000
Less: Depreciation Nil Nil
Net Profit/ (Loss) for the year
before taxation 13,60,00,00 1,47,00,000
Less: Provision for Taxation 42,00,000 41,00,000
Net Profit / (Loss) after Deferred
Tax 94,00,000 1,06,00,000
OPERATIONAL REVIEW:
During the year under review, the company made a net profit of Rs.
94,00,000/- during the year under review as compared to Rs.
1,06,00,000/-during the previous year. Our gross profit is more than
previous year but increase in operational expenses has impacted the net
profits during the year under review.
Alsoduring the year under review, the Company issued shares 13,50,000
of Rs. 10eachat apremiumof Rs. 40/- per share to the promoters of the
Company so as to bring liquidity in the Company by way of fresh fund
infusion in the Company and the funds have been utilized for the
purpose for which they were raised. This has helped building investors
confidence in the Company and will help company to achieve better
performance in the coming years.
FUTURE OUTLOOK
The Company has drawn detailed plans to improve the performance by
increasing the revenue stream by initiating the following steps:
- Expand the suite of products and enhance the customer base of
retail clients
- Aggressively pitch for and secure an increased market share in the
investment banking business Increase interaction with the institutional
investors and tapping of the business through value addition/research
products.
DIVIDEND:
After considering the financial results for the financial year, your
Directors are of the opinion that it is prudent that no dividend be
declared for the year under review so that the profits earned in the
financial year can be ploughed back and utilized towards various growth
and other expansion plans.
AUDITORS:
The StatutoryAuditors of the Company M/s SRY &Associates, Chartered
Accountants retire at the ensuing Annual General Meeting and are not
seeking re-appointment. M/s Bhadresh Sanghvi and Associates ,
CharteredAccountants are to be appointed in place of M/s SRY
&Associates, CharteredAccountants.
Your Directors propose appointment of M/sBhadresh Sanghvi and
Associates, Chartered Accountants, whose appointment as been duly
approved by the Audit Committee and who shall hold office from the
conclusion of this meeting till the conclusion of the sixth annual
general meeting, with this meeting being counted as the first meeting
and will be subject to ratification in every Annual General Meeting
till the sixthAnnual General meeting by way of passing of an ordinary
resolution and to fix their remuneration.
Also a certificate under Rule 4 of the Companies (Audit and Auditors)
Rules, 2014 has been received from the Auditors to the effect that the
Auditor is eligible for appointment and is not disqualified for
appointment under theAct, the Chartered AccountantsAct, 1949 and the
rules or regulations made there under and proposed appointment is
within the limits laid down by or under the authority of theAct.
RESTRUCTURING OFTHE BOARD OF DIRECTORS POST IMPLEMENTATION OF
COMPANIESACT2013 :
The Board of Directors in its meeting held on 14th August 2014
reconstituted the Board of Directors of the Company in pursuant to
various provisions of the CompaniesAct 2013 as follows:
Sr
Name of Directors Designation KMP position held
No.
1. Bhavesh Makwana Managing Director Managing Director
2. Meeta Rathod Whole Time Director Chief Executive
Officer
3. Navin Rathod Chairman & Whole
Time Director Chief Financial Officer
4. Sagar Ruparelia Non Executive
Independent-Director -
5. Tejas Nagindas Mehta Non Executive
Independent-Director -
6. Vandana Bhanushali Non Executive
Independent-Director -
AUDITORS'' REPORT:
The Auditors'' Report to the shareholders on the Accounts of the
Company for the Financial year ended March 31,2014 does not contain any
qualification and the statements made therein are self - explanatory.
PUBLIC DEPOSITS AND LOANS/ADVANCES :
Your Company has not accepted any deposits as specified under section
58Aof the CompaniesAct, 1956 from the public, or its employees and, as
such, the question of repayment of any amount of principle or interest
does not arise.
SUBSIDIARY:
Aarya Equity (India) Private Limited, the subsidiary Company is in the
business of Share Brokers as the member of Bombay Stock Exchange (BSE)
and National Stock Exchange (NSE). Being a new business, it has taken
some time to establish the requisite manpower, experience and
expertise. Now the company is fully geared up to take a major plunge
into the business of Share Broking and the coming year looks more
promising.
In compliance with the requirement of section 212 of the Companies Act,
1956, Directors'' Report along with the Statement of Accounts of Aarya
Equity (India) Private Limited, the subsidiary of your Company, for the
year ended 31st March 2014 are appended to theAnnual Report.
LISTING ARRANGEMENTS:
Stock Exchange Address
THE LUDHIANA STOCK LSE Building, Feroze Gandhi Market,
EXCHANGE LIMITED Ludhiana - 141 001
THE BOMBAY STOCK EXCHANGE 25th Floor, Phiroze Jee Jee Bhoy Towers,
Dalal Street, Mumbai - 400 001
THE DELHI STOCK EXCHANGE DSE House, 3/1 Asaf Ali Road,
LIMITED New Delhi-110002
MANAGEMENT DISCUSSIONANDANALYSIS REPORT:
In accordance with the provisions of Clause 49 of the Listing agreement
entered into with the Stock Exchange, the Management Discussion and
Analysis Report is given separately and forms a part of the Annual
Report.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance. Your Directors affirmed to the requirements set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
stipulations prescribed.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of theAnnual
Report.
The requisite certificate from the Auditors of the Company, M/s. SRY &
Associates, confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49, is annexed to
this Report.
COMPANY SECRETARY AS THE KEY MANAGERIAL PERSONNEL:
Pursuant to provisions of section 203, the Company is putting its
efforts to appoint whole time Company Secretary who will act as the Key
Managerial Personnel under the provisions of Companies Act 2013
DEPOSITORY SYSTEM:
Majority of the shares of Your Company is compulsorily tradable in
electronic form. As on 31st march, 2014, 86.86% of the Total Equity
Shares Capital was held in dematerialized form with the National
Securities Depository Limited (NDSL) and Central Depository Services
(India) Limited (CDSL).
In view of the numerous advantages offered by the Depository system,
members holding shares in physical mode are advised to avail of the
facility of dematerialization from either of the Depositories.
CAPITAL & FINANCE:
During the year under the review, the Company has consolidated the Face
Value of Shares from Re.1/-to Rs. 10/-and also has made an issue of
Equity Shares in form of Preferential Allotment to M/s. Aroha Chem
Trading LLP and thus there has been change in the issued capital of the
Company which as on 31st March, 2014 stands at Rs. 12,39,83,900/-
consisting of 1,23,98,390 Equity Shares of Rs. 10/- each. Further,
funds raised through preferential issue have been utilized in
accordance with the terms of the issue and for the purpose for which
the funds were raised)
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) In the preparation of the annual accounts for the year ended March
31,2014 the applicable accounting standards read with requirements set
out under Schedule VI of the Companies Act, 1956, have been followed
and there are no material departures from the same;
(ii) The Directors have 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 as at March 31,2014 and of the profit of the Company for
the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) The Directors have prepared the annual accounts of the Company on
a ''going concern'' basis. PARTICULARS OF EMPLOYEE:
During the year under review, no employee of the Company was in receipt
of remuneration exceeding the limits prescribed under Section 217(2A)
of the Companies Act, 1956, read with the Companies (particulars of
employees) Rules, 1975.
Thus furnishing of particulars under the Companies (particulars of
employees) Rules 1975 does notarise.
DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIALYEAR ENDED
31ST MARCH, 2014:
There has not been any material change in the nature of business or
operation of the Company since the end of the financial year ended 31st
March, 2014 till the date of thisAnnual Report.
INFORMATION UNDERSECTION 217(1)(E) OFTHE COMPANIESACT, 1956
I. Conservation of Energy
Your Company being engaged in non manufacturing business does not have
any activity relating to conservation of energy.
II. Research & Development (R&D)
Specific R&DActivities: There is no Research and Development activity
in the Company.
Benefits derived as a result of above R&D: N.A.
Future Plan ofAction: NIL Expenditure on ''R&D'': NIL
III. TechnologyAbsorption,Adaptation and Innovation
Efforts in brief made towards Technology absorption etc.: NA Benefits
derived as a result of above: N.A
Technology imported, years of Import, Has technology been fully
absorbed- If not fully absorbed, areas where this has not taken place,
reasons there for and future plans of action: N.A
IV. Foreign exchange earnings and outgo
During the period under review, there was no foreign exchange outflow
from your Company and it had no foreign exchange earnings.
ACKNOWLEDGEMENT:
The Board Expresses it''s great gratitude and thanks to the clients,
business associates, principals, bankers, regulators, exchanges,
depositories and shareholders for their valuable contribution towards
the progress of the company. Your Directors particularly wish to place
on record their sincere appreciation of the best efforts, put in by the
employees at all levels.
By Order of the Board of Director
Place : Mumbai
Dated : 14th August, 2014 sd/-
Bhavesh Makwana
DIN : 00459316
Managing Director
Mar 31, 2013
DEAR SHAREHOLDERS,
The Directors are pleased to present the 28thAnnual Report together
with the Audited Accounts of your Company for the financial year ended
March 31,2013.
FINANCIALHIGHLIGHTS
The financial performance of the Company, for the year ended March 31,
2013 is summarized as below:
2012-2013 2011-2012
Particulars-- Rs Rs.
Income 1,61,89,569 1,45,18,091
Expenditure 12,49,572 13,28,001
Profit / (Loss) before
Interest & Depreciation 1,49,39,997 1,31,90,090
Less : Interest 2,17,414 3,46,353
Less : Depreciation 66,302 1,01,435
Net Profit / (Loss) for
the year before taxation 1,46,56,281 1,27,42,302
Less : Provision for taxation 41,06,378 10,65,000
Net Profit / (Loss)
after Deferred Tax 1,05,49,903 1,16,77,302
OPERATIONALREVIEW
The Company continues to be engaged in the business of dealing and
investing in shares and other securities along with financial services
like spot financing, short term financial accommodation, long term
financial accommodation, and in other similar financial sector.
Your management foresees better and newer prospects in the years to
come.
FUTURE OUTLOOK
The Company has drawn detailed plans to improve the performance by
increasing the revenue stream by initiating the following steps:
i. Expand the suite of products and enhance the customer base of
retail clients
ii. Aggressively pitch for and secure an increased market share in the
investment banking business
iii. Increase interaction with the institutional investors and tapping
of the business through value addition/research products.
DIVIDEND
In view of profits generated by the Company, your Directors recommend
payment of Dividend of Rs. 0.05 per share for the year ended March
31,2013.
DIRECTORS
In accordance with the provisions of section 257 the Companies Act,
1956, Ms. Vandana Bhanushali, and Mr. Dilip Shah, Directors of your
Company, retire by rotation at the forthcoming Annual General Meeting
and being eligible, offer themselves for re-appointment.
The Board wishes to place on record their appreciation for the services
rendered by them as the Directors of the Company.
The Proposals regarding the re- appointment of the aforesaid Directors
are placed for your approval.
Your Directors commends their appointment for their approval.
None of the Directors, except, Ms. Vandana Bhanushali, and Mr. Dilip
Shah, are interested or concerned in the resolution.
A brief profile of all the Directors has been provided in the
proceeding pages of the Annual Report.
AUDITORS
The Statutory Auditors of the Company M/s SRY &Associates,
Chartered Accountants retire at the ensuing Annual General Meeting and
are eligible for re-appointment.
As required under the provisions of section 224(1B)of the Companies
Act, 1956, the Company has obtained a written certificate from the
Auditors to the effect that their re-appointment, if made, would be in
conformity with the limits specified in the said section.
Your directors request you to appoint the said Auditors for the current
financial year.
AUDITORS'' REPORT
The Auditors'' Report to the shareholders on the Accounts of the Company
for the Financial year ended March 31, 2013 does not contain any
qualification and the statements made therein are self- explanatory.
PUBLIC DEPOSITSAND LOANS/ADVANCES
Your Company has not accepted any deposits as specified under section
58Aof the Companies Act, 1956 from the public, or its employees and, as
such, the question of repayment of any amount of principle or interest
does not arise.
SUBSIDIARY:
Aarya Equity (India) Private Limited, the subsidiary Company has
started off the business of Share Brokers as the member of Bombay Stock
Exchange (BSE) and National Stock Exchange (NSE). Being a new business,
it has taken some time to establish the requisite manpower, experience
and expertise. Now the company is fully geared up to take a major
plunge into the business of Share Broking and the coming year looks
more promising.
In compliance with the requirement of section 212 of the Companies Act,
1956, Directors'' Report along with the Statement of Accounts of Aarya
Equity (India) Private Limited, the subsidiary of your Company, for the
year ended 31st March 2013 are appended to the Annual Report.
MANAGEMENTDISCUSSIONANDANALYSISREPORT
In accordance with the provisions of Clause 49 of the Listing agreement
entered into with the Stock Exchange, the Management Discussion and
Analysis Report is given separately and forms a part of the Annual
Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Your Directors affirmed to the requirements set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
stipulations prescribed.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report.
The requisite certificate from the Auditors of the Company, M/s. SRY &
Associates, confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49, is annexed to
this Report.
APPOINTMENTOF COMPANYSECRETARY
Efforts are being taken to appoint Company Secretary.
DEPOSITORYSYSTEM
Majority of the shares of Your Company is compulsorily tradable in
electronic form.
As on 31st March, 2013,107678900 Shares are in dematerialized form
constituting 97.46% of the Company''s total Number of shares issued by
the company.
In view of the numerous advantages offered by the Depository system,
members holding shares in physical mode are advised to avail of the
facility of dematerialization from either of the Depositories.
CAPITAL & FINANCE
During the year under the review, the Company has not issued any Equity
Shares and thus there has not been any change in the issued capital of
the Company which as on 31st March, 2013 stands at Rs. 110483900
consisting of 110483900 Equity Shares of Re. 1/ - each.
DIRECTORS'' RESPONSIBILITYSTATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended March
31, 2013 the applicable accounting standards read with requirements set
out under Schedule VI of the Companies Act, 1956, have been followed
and there are no material departures from the same;
(ii) the Directors have 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 as at March 31,2013 and of the profit of the Company for
the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a ''going concern'' basis.
INDUSTRIALRELATIONS
The industrial relations continued to be generally peaceful and
cordial.
PARTICULARS OF EMPLOYEE
During the year under review, no employee of the Company was in receipt
of remuneration exceeding the limits prescribed under Section 217(2A)
of the Companies Act, 1956, read with the Companies (particulars of
employees) Rules, 1975.
Thus furnishing of particulars under the Companies (particulars of
employees) Rules 1975 does notaries.
DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIALYEAR ENDED
31st MARCH, 2013
There has not been any material change in the nature of business or
operation of the Company since the end of the financial year ended 31st
March, 2013 till the date of this Annual Report.
INFORMATION UNDERSECTION 217(1)(E) OFTHE COMPANIESACT, 1956
I. Conservation of Energy
Your Company being engaged in financing business does not have any
activity relating to conservation of energy.
II. Research & Development (R&D)
Specific R&D Activities: There is no Research and Development activity
in the Company.
Benefits derived as a result of above R&D: N.A.
Future Plan olfaction: NIL
Expenditure on ''R& D'': NIL
III. Technology Absorption, Adaptation and Innovation
- Efforts in brief made towards Technology absorption etc.: NIL
- Benefits derived as a result of above: N.A
- Technology imported, years of Import, Has technology been fully
absorbed" If not fully absorbed, areas where this has not taken place,
reasons there for and future plans of action: N.A
IV. Foreign exchange earnings and outgo
During the period under review, there was no foreign exchange outflow
from your Company and it had no foreign exchange earnings.
ACKNOWLEDGMENT
The Board Empresses it''s great gratitude and thanks to the clients,
business associates, principals, bankers, regulators, exchanges,
depositories and shareholders for their valuable contribution towards
the progress of the company. Your Directors particularly wish to place
on record their sincere appreciation of the best efforts, put in by the
employees at all levels.
By Order of the Board of Director
Registered Office :
302, Vikas Commercial Complex, sd/-
Bhakti Marg, Vikas Paradise, Bhavesh Makwana
Mulund (West), Managing Director
Mumbai- 400 080
Place : Mumbai
Dated : 29thMay,2013
Mar 31, 2011
The Directors are pleased to present the 26th Annual Report together
with the Audited Accounts of your Company for the financial year ended
March 31, 2011.
FINANCIAL HIGHLIGHTS
The financial performance of the Company, for the year ended March 31.
2011 is summarized as below:
Particulars 2010-2011 2009-2010
Rs. Rs.
Income 20,640,064.65 97,889,432.40
Expenditure 2,440,308.98 90,082,864.15
Net Profit/ (Loss) for
the year before taxation 18,199,755.67 7,806,568.25
Less: Provision for Taxation 5,747,000.00 430,000.00
Net Profit / (Loss) after
Tax & other adjustment 12,060,335.67 73,766,568.25
OPERATIONAL REVIEW
Your Company has delivered an outstanding performance during the year
under review. The net profit (before tax) of your Company has recorded
a whooping increase of 63.50% as compared to the preceding previous
year.
This is a remarkable success for your Company as it has recently
ventured into the new line of business of share and stock broking.
Being a company with not much of prior experience, it was indeed
difficult for the Company to maintain its margins and thus there is a
fall in the overall income of your Company as compared to the preceding
previous year. However it is heartening to see that the efforts of the
management has achieved success and this has been reflected by the net
profits of your Company.
Your management foresees better and newer prospects in the years to
come.
DIVIDEND
After considering the financial results for the financial year, your
Directors are of the opinion that it is prudent that no dividend be
declared for the year under review so that the profits earned in the
financial year can be ploughed back and utilized towards various growth
and other expansion plans.
DIRECTORS
In accordance with the provisions of section 257 the Companies Act,
1956, Mr. Tejas Nagindas Mehta and Ms. Vandana Bhanushali, Directors of
your Company, retire by rotation at the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment.
The Board wishes to place on record their appreciation for the services
rendered by them as the Directors of the Company.
The Proposals regarding the re- appointment of the aforesaid Directors
are placed for your approval.
Your Directors commends their appointment for their approval.
None of the Directors, except, Mr. Tejas Nagindas Mehta, and Ms.
Vandana Bhanushali, are interested or concerned in the resolution.
A brief profile of all the Directors has been provided in the preceding
pages of the Annual Report. AUDITORS
The Statutory Auditors of the Company M/s SRY & Associates, Chartered
Accountants retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
As required under the provisions of section 224(1 B) of the Companies
Act, 1956, the Company has obtained a written certificate from the
Auditors to the effect that their re-appointment, if made, would be in
conformity with the limits specified in the said section.
Your directors request you to appoint the said Auditors for the current
financial year.
AUDITORS' REPORT
The Auditors' Report to the shareholders on the Accounts of the Company
for the Financial year ended March 31, 2011 does not contain any
qualification and the statements made therein are self- explanatory.
PUBLIC DEPOSITS AND LOANS/ADVANCES
Your Company has not accepted any deposits as specified under section
58A of the Companies Act, 1956 from the public, or its employees and,
as such, the question of repayment of any amount of principle or
interest does not arise.
SUBSIDIARY:
Your Company has always been a Dynamic business enterprise and has
cherished the vision of becoming a leader in the field of its
operations. As a major stepping stone to accomplish this vision, your
Company has formed a subsidiary under the name and style of "Aarya
Equity (India) Private Limited" by acquiring 51% stake of the
aforesaid company.
However the management is of the opinion that the acquisition of the
aforesaid subsidiary has not contributed much in chalking out the road
map for the success of the Company. Thus it plans to hive off the stake
acquired in the subsidiary in the near future.
LISTING ARRANGEMENTS
Name of Stock Exchanges Address
The Ludhiana Stock Exchange Limited LSE Building, Feroze Gandhi Market, Ludhiana-141001.
The Bombay Stock Exchange Limited Phiroze Jee Jee Bhoy, Towers, 25th
Floor,
Dalai Street, Mumbai-400001.
The Delhi Stock Exchange Limited DSE House, 3/1 Asaf Ali Road, New
Delhi-110002.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the provisions of Clause 49 of the Listing agreement
entered into with the Stock Exchange, the Management Discussion and
Analysis Report is given separately and forms a part of the Annual
Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Auditors confirming
compliance forms part of this Report.
DEPOSITORY SYSTEM
Majority of the shares of your Company is compulsorily tradable in
electronic form. As on 31st March, 2011, 107597900 constituting 89.89%
of the Company's total paid-up Capital representing 108797900 shares
are in dematerialized form.
In view of the numerous advantages offered by the Depository system,
members holding shares in physical mode are advised to avail of the
facility of dematerialization from either of the Depositories.
CAPITAL & FINANCE
During the year under the review, the Company has not issued any Equity
Shares and thus there has not been any change in the issued capital of
the Company which as on 31st March, 2011 stands at Rs. 11,04,83,900
consisting of 11,04,83,900 Equity Shares of Re. 1/- each.
However your Company underwent sub- division of the face value of its
Equity Shares from Rs. 10/- each to Re. 1/- each on 27th August, 2011.
The new ISIN Number of the sub- divide Shares is INE233H01022.
CHANGE OF NAME
During the year under review, the members approved & passed the special
resolution for change of name from
KUVAM INTERNATIONAL FASHIONS LIMITED
To
AARYA GLOBAL SHARES AND SECURITIES LIMITED"
By way of Postal Ballot, the results of which were declared by the
Chairman in the Board Meeting of the Company held on 15th June, 2010.
Further an approval to the aforesaid change of name was received from
the Registrar of Companies on 21st June, 2010
ADDITION OF NEW OBJECT
Your Company was operating in the business of Textiles and Textiles
related activities. However pursuant to the resolution passed by the
Members by way of Postal Ballot, (the results of which were declared by
the Chairman in the Board Meeting of the Company held) on 15th June,
2010, your Company proposed to venture in the new stream of share and
stock broking, Finance, Trading and Investments in Securities,
Commodities and Currencies,
Thus the Objects Clause of the Memorandum of Association of the Company
was accordingly amended to include therein the aforesaid addition of
object.
DETAILS OF CHANGE IN THE REGISTERED OFFICE
During the year under review, the members approved & passed the special
resolution by way of Postal Ballot for the shift in Registered Office
of the Company from
G.T. Road, Dohara Village, Near Toll Barrier, Ludhiana
To
302, Vikas Commercial Complex, Vikas Paradise, Bhakti Marg, Mulund-
West, Mumbai- 400 080.
And the results of the aforesaid Postal Ballot were declared by the
Chairman in their meeting held on 15th June, 2010.
Further an order for approval of the said change of Registered Office
was received from the Company Law Board on 26th October, 2010.
SUB- DIVISION OF EQUITY SHARES
Pursuant to the Special Resolution passed by the Members in their
Annual General Meeting held on 27th August, 2010, and pursuant to the
fulfillment of the necessary formalities with the Stock Exchanges and
the Depositories, the shares of the Company stands sub- divided into
12,50,00,000 (Twelve Crore Fifty Lakhs) Equity shares of Re. 1/- (Rupee
One) each from the erstwhile 1,25,00,000 (One Crore Twenty Five Lakhs)
Equity Shares of Rs. 10/- (Rupees Ten) with effect from 23rd September,
2010.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended March
31, 2011, the applicable accounting standards read with requirements
set out under Schedule VI of the Companies Act, 1956, have been
followed and there are no material departures from the same;
(ii) the Directors have 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 as cu March 31, 2011 cmd of the profit of the Company
for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate ' accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
A "going concern" basis.
INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and
cordial.
PARTICULARS OF EMPLOYEES
During the year under review, no employee of the Company was in receipt
of remuneration exceeding the limits prescribed under Section 217(2A)
of the Companies Act, 1956, read with the Companies (particulars of
employees) Rules, 1975.
Thus furnishing of particulars under the Companies (particulars of
employees) Rules 1975 does not arise.
DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR
ENDED 31st MARCH. 2011
There has not been any material change in the nature of business or
operation of the Company since the end of the financial year ended 31st
March, 2011 till the date of this Annual Report.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the Company does not own any manufacturing facility, other
particulars relating to conservation of energy and technology
absorption stipulated in the Companies (Disclosure of particulars in
the report of the Board of Directors) Rules, 1988 are not applicable.
Further, there were no Foreign Exchange Earnings in the year under
review.
ACKNOWLEDGEMENT
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders - Clients, Financial
Institutions, Banks, Central and State Governments, the Company's
valued investors and all other business partners for their continued
co-operation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to
its progress.
By Order of the Board of Directors
sd/-
Place : Mumbai Bhavesh Makwana
Date : September 1, 2011. Managing Director
Mar 31, 2010
The Directors have the pleasure in presenting the 25th Annual Report
on the performance of the Company for the year ended 31 st March, 2010
together with the Audited Statement of Accounts and Auditors Report
thereon.
1. FINANCIAL RESULTS :
(Rs. In LACS)
2009- 2010 2008-2009
Gross Revenue (incl. misc. income) 676.30 3615.87
Gross Profit / (loss) (before financial
charges and depr.) 72.42 30.17
Financial Charges 0.00 24.54
Depreciation 0.00 4.31
Profit / (loss) 72.42 1.32
The Directors are hopeful of further improvement in the near future.
2. OPERATIONS :
True to the expectations, working and operational parameters of the
Company were satisfactory. The steps taken during the previous year
were further pursued to reduce costs. The increase in total net profit
is mainly due to decrease in Operating Expenses and Interest payments.
Further, the increase in interest income has improved the profitability
of the Company on year on year basis. The textile industry witnessed
intense competition on account of which the turnover was adversely
affected in the current financial year. As the Company had large
quantities of finished goods in stock, no production activities were
carried out in this financial year.
Your Company is exploring various investment avenues to maximize
Shareholders Wealth.
3. DIVIDEND
In order to conserve the financial resources of the Company, the
Directors do not recommend any dividend for the year under review.
4. FUTURE PROSPECTUS :
Your Company is venturing in the new stream of Business of Broking,
Finance, trading and investments in shares, commodities and currencies,
including Debt segment, Futures and options Segment or other segments
of Recognized stock Exchange. Considering the past performance and
future prospects of the financial services sector, the Management is
very optimistic on the various growth opportunities in the proposed
stream of businesses. Your Management also possesses the required
expertise and resources to gain strategic benefits in the long run.
5. DIRECTORS :
Mr. Sagar Ruparelia has been appointed as a Joint Managing Director of
the Company for the term of 5 years w.e.f 1st April, 2010.
Mr. Viranchi Trivedi, Mr. Rakesh Doshi, Mr. Dilip Shah and Mr. Sailesh
Mehta, Additional Directors of the Company, have been proposed to be
Appointed as Directors Liable to retire by rotation upon the notice
received in writing from a Member of the Company along with the deposit
of Rs.500/- signifying their intention to propose the said Directors as
candidate for the Office of Directors.
All the Directors of the Company holding office as on 31.03.2010 have
furnished a written representation of compliance u/s 274 (1) (g) of the
Companies Act, 1956.
6. AUDITORS.
The Companys Auditors M/s. SRY & ASSOCIATES, retire at the conclusion
of ensuing Annual General Meeting and being eligible offer themselves
for reappointment. You are requested to appoint auditors to hold such
office from the conclusion of this Annual General Meeting up to the
conclusion of next Annual General Meeting and to fix their
remuneration.
7. COMMENTS ON AUDITORS REPORT
The observations made by the Auditors in their report has been fully
clarified in the relevant notes forming part of the Accounts and being
self-explanatory no further comments are required.
8. PARTICULARS OF EMPLOYEES
During the year under review, no employee of the Company was in receipt
of remuneration exceeding the sum prescribed under section 217(2A) of
the Companies Act 1956, read with the Companies (particulars of
employees) Rules 1975. Thus furnishing of particulars under the
Companies (particulars of employees) Rules 1975 does not arise.
9. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of section 217 (2AA) of the Companies
Act, 1956, your Directors place on record a responsibility statement
stating that:
(i) In the preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures.
(ii) That the Directors, in consultation with the auditors, have
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 and loss of the Company for
that period.
(iii) That the Directors have taken sufficient and proper 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 material fraud and other irregularities.
(iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
10. LISTING:
STOCK EXCHANGE ADDRESS
The Ludhiana Stock Exchange LSE Building, Feroze Gandhi Market,
Association Limited Ludhiana - 141001
The Bombay Stock Exchange Limited Phiroze Jee Jee Bhoy, towers, 25th
Floor, Dalai Street,
Mumbai - 400001.
The Delhi Stock Exchange Limited DSE House, 3/1 Asaf Ali Road,
New Delhi - 110002
Company is reviewing the possibility of Delisting Shares from Ludhiana
and Delhi Stock Exchange.
11. CORPORATE GOVERNANCE:
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on "Corporate Governance" together with the
Auditors Certificate regarding compliance of the Code of Corporate
Governance is annexed herewith.
12. FIXED DEPOSITS:
The Company has not accepted any fixed deposits and provisions of the
section 58A of the Companies Act 1956 are not applicable to the
Company.
13. SAFETY, POLLUTION CONTROL AND QUALITY CONTROL:
Your Company is committed to achieve and maintain at all the levels
safety in plant operations for which safety provisions have been made
and are checked periodically. The Company has a well-equipped
laboratory to ensure quality control of its raw material and products
and stringent quality norms have been incorporated.
14. CONVERSATION OF ENERGY, TECHNOLOGY ABSOPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
The information required under Companies (Disclosure of particulars in
the report of the Board of Directors) Rules, 1998 is annexed herewith.
15. ACKNOWLEDGMENT:
Directors wish to place on record their sincere appreciation of the
valuable services and co- operation extended by the Bankers and also
the contribution, unstinted efforts and the spirit of dedication shown
by them in the operations of the Company during the year.
Your Directors also place on record their appreciation of all the
employees, consultants and others for their untiring efforts and
collective contribution towards the performance of the Company.
For and on behalf of Board of Directors
Place : Ludhiana Bhavesh Makwana
Date : 25th May, 2010 (Managing Director)
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