Mar 31, 2015
To,
Dear Shareholders of
Chartered Capital and Investment Limited
The Directors are pleased to present herewith the 29th Annual Report
together with the Annual Audited Accounts of the Company for the year
ended March 31, 2015.
FINANCIAL RESULTS
The Financial results for the year ended March 31, 2015 are summarized
as under:
(Rs. In Lacs)
Particulars For the year ended
31/03/2015 31/03/2014
Total Income 313.58 226.41
Profit (Loss) before depreciation and taxes 131.07 116.19
Less: Depreciation 5.69 2.89
Less: Tax Expenses 54.28 16.28
Profit (Loss) After Tax 71.11 97.01
OPERATIONS
During the year under review, though the gross total income of the
Company increased to Rs.313.58 lacs from Rs.226.41 during the previous
year, the profit after tax decreased to Rs.71.11 lacs from Rs.97.01
lacs during the previous year mainly due to loss on sale of investment.
The overall improvement in the capital market was the main reason for
increase in the total income of the company which directors expect to
continue in the coming years also.
CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company
during the year under review. The company is mainly engaged in the
providing merchant banking services to its clients. In addition, income
also arises from the sale of investment made by the company.
TRANSFER TO RESERVE
No amount was transferred to or from General Reserve or Securities
Premium Account during the year under review. Entire profit of the
company for the year under review was transferred to Profit & Loss
Account of the Company.
DIVIDEND
The Board of Directors does not recommend any dividend for the year
2014-2015 with a view to reinvest the profit for the operations of the
Company.
DIRECTORS
Constitution of the Board
The Board of Directors of the Company is constituted in compliance with
the Companies Act and the Listing Agreement with the Stock Exchange.
The Company has a balanced board with optimum combination of Executive,
Non-Executive and Woman Directors which includes independent
professionals. As on March 31, 2015, the Board of Directors of the
company comprises of 6 Directors. Their details as on March 31, 2015
are as under:
Name Category/ Designation No. of outside
Directorship and
Committee membership/
Chairmanship
Directorship#
Public Private
Company Company
Mr. Sanatan N. Munsif Independent Director Nil Nil
& Chairman
Mr. A. L. Sanghvi Promoter Director, Nil 1
Non Executive Director
& Vice Chairman
Mr. Mohib N. Khericha Promoter Director, 4 9
Managing Director
Mrs. Sofia M Khericha Promoter Director, Nil 1
Non Executive
Woman Director
Mr. Deepak P. Singhvi Independent Director Nil 6
Mr. Ashok Kavdia Independent Director Nil 1
Name No of outside Directorship
and Committee membership
/Chairmanship
Committee membership/
Chairmanship*
Membership Chairmanship Inter se relationship
between Directors
Mr Sanatan N Munsif Nil Nil Nil
Mr A L Sanghvi Nil Nil Nil
Mr Mohib N Khericha 1 4 Husband of Mrs.
Sofia M Khericha
Mrs Sofia M Khericha Nil Nil Wife of Mr. Mohib
N Khericha
Mr Deepak P Singhvi Nil Nil Nil
Mr Ashok Kavdia Nil Nil Nil
* Only Audit Committee and Shareholders/Investor Grievance/
Stakeholders Relationship Committee of public limited listed companies
have been considered.
# Outside Directorship of Directors does not include directorship in
any foreign company.
Appointment/Re-appointment of Directors
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the company, Mrs. Sofia M Khericha, Director
of the Company, who retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered herself for re-appointment. She
is wife of Mr. Mohib N Khericha, Managing Director of the Company.
A brief resume of the Director proposed to be re-appointed, nature of
their expertise in specific functional areas, names of companies in
which they hold directorships and memberships / chairmanships of Board
Committees, shareholding and relationships between directors inter-se
as stipulated under Clause 49 of the Listing Agreement with the BSE
Limited, is provided in the Notes to the Notice of the Annual General
Meeting.
Changes in Directors and Key Managerial Personnel
During the year under review, shareholders of the company at their
previous Annual General Meeting approved the appointment of Mr. Sanatan
N Munsif, Mr. Ashok Kavdia and Mr. Deepak P Singhvi as independent
directors of the Company for a term of five years. In addition, Mr. A L
Sanghvi was re-appointed and Mrs. Sofia M Khericha was appointed as
director liable to retire by rotation. At the same AGM, Mr. Mohib N
Khericha was re-appointed as Managing Director of the Company.
Mrs. Sofia M Khericha, Director of the company retires by rotation at
the ensuing Annual General Meeting of the Company and being eligible,
has offered herself for reappointment. She is wife of Mr. Mohib N
Khericha, Managing Director of the Company.
Mr. Javed S Saiyed who was already heading after finance, accounts and
general administration functions of the company was re-designated as
Chief Financial Officer of the company with effect from April 1, 2014
pursuant to provisions of section 203 of the Companies Act, 2013.
Familiarisation Programme for independent Directors
Independent Directors at the time of their appointment are given the
formal appointment letter mentioning various terms and conditions of
their engagement. Independent Directors of the company are made aware
of their role, duties, rights and responsibilities at the time of their
appointment.
In order to familiarize the independent Directors with the business of
the Company, presentation was made covering nature and scope of
business, nature of industry in which company operates, profitability
and future scope.
The Board of Directors have complete access to the information within
the company and to interact with senior management personnel.
Independent Directors have freedom to interact with the management of
the company.
Board evaluation
The board has carried out an annual performance evaluation of its own
performance, its committees, the Directors individually and the overall
performance has been rated as satisfactory.
The evaluation of board shall be carried out annually as per the
provisions of the Companies Act, 2013, rules thereof and Listing
Agreement. Performance evaluation of each Director will be based on the
criteria as laid down from time to time by the Nomination and
Remuneration Committee.
Criteria for performance evaluation shall include aspects such as
attendance for the meetings, participation and independence during the
meetings, interaction with Management, Role and accountability to the
Board, knowledge and proficiency and any other factors as may be
decided by the Nomination and Remuneration Committee. Further,
performance evaluation of an Executive Director will also be based on
business achievements of the company.
The independent directors have also met separately on February 9, 2015.
Remuneration Policy
The Board has on the recommendation of the Nomination and Remuneration
Committee framed a policy for the selection and appointment of
directors, KMP & senior management personnel and their remuneration.
The requisite detail as required under section 178(3) and (4) and
listing agreement is attached herewith as Annexure-A.
Number of meetings of the Board
The Board of Directors met 11 times during the year. The attendance of
each Director at the Board Meetings and last Annual General Meeting
held during the year under review are as under:
Director No. of Board Meetings Last AGM attended
Held Attended
Mr. Sanatan Munsif 11 4 No
Mr. A.L.Sanghvi 11 11 Yes
Mr. Mohib N. Khericha 11 11 Yes
Mr. Ashok Kavdia 11 11 Yes
Mr. Deepak Singhvi 11 3 No
Mrs. Sofia M Khericha* 4 4 No
* Mrs. Sofia M Khericha was appointed as Director on 30.09.2014 and
thereafter only 4 board meetings were held during the year.
Declaration by Independent Directors
All the Independent Directors of the company have furnished
declarations that they comply the conditions of being Independent as
per Section 149(6) & (7) of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to clause 49 of the Listing Agreement with BSE, Management
Discussion and Analysis Report has been enclosed herewith as
"Annexure-B" and forms part of Director's Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 as required under section 92(3) of the Companies Act, 2013 is
attached as Annexure  C.
CORPORATE GOVERNANCE
Please note that Clause 49 of the Listing Agreement relating to the
Corporate Governance is not mandatorily applicable to the company with
effect from October 1, 2014. This is as per SEBI Circular No.
CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, according to which
Clause 49 shall not be mandatorily applicable on "Companies having paid
up equity share capital not exceeding Rs.10 crore and Net Worth not
exceeding Rs.25 crore, as on the last day of the previous financial
year". As on March 31, 2015, the paid up equity share capital and net
worth of our company are Rs.3.01 Crores and Rs.22.39 Crores
respectively and therefore the provisions of the clause 49 are no more
mandatorily applicable on our Company. Even on March 31, 2014, the paid
up equity share capital and net worth of our company were Rs.3.01
Crores and Rs.21.69 Crores respectively.
However, as the provision of clause 49 of the listing agreement was
applicable to the company for a part of the year under review i.e. till
September 30, 2014, we are attaching a separate report on Corporate
Governance in the Annual Report marked as "Annexure-D" to the
Director's Report confirming the compliance with the provisions of
clause 49 to the extent applicable on the company till September 30,
2014. The certificate from Statutory Auditor of the Company, regarding
the compliance of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with Stock Exchange forms part of
the said report.
CEO/CFO CERTIFICATION
As mentioned above, the clause 49 of the Listing Agreement is not
mandatorily applicable on the company w.e.f. October 1, 2014. However,
as the provision of clause 49 of the listing agreement was applicable
to the company for a part of the year under review i.e. till September
30, 2014, a certificate from the Managing Director and Chief Financial
Officer of the Company, pursuant to Clause 49(IX) of the Listing
Agreement has been placed before the Board at its Meeting held on
August 28, 2015 and has been disclosed in the Corporate Governance
Report forming part of the Annual Report.
SEBI'S ORDER IN THE MATTER OF IPO OF RDB RASAYANS LIMITED
SEBI has vide its order dated May 13, 2015, in respect of Chartered
Capital And Investment Limited in the matter of IPO of RDB Rasayans
Limited, disposed off the matter without any further direction in the
matter.
Our Company has filed an appeal against SEBI order May 13, 2015 with
Hon'ble Securities Appellate Tribunal (SAT) for directing SEBI to
remove remarks made against the Company and same is still pending.
STOCK EXCHANGES
The Company's shares are presently listed on BSE Limited. The company
has paid necessary listing fees of BSE for the year 2015- 2016.
DIRECTORS' RESPONSIBILITY STATEMENT:
As per section 134(3) of the Companies Act, 2013, the Directors state
that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
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, 2015 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, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv) The Directors have prepared the annual accounts on a going concern
basis;
v) 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;
vi) The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
REPORTING OF FRAUD BY AUDITORS OF THE COMPANY
There are no incidence of fraud reported by the auditors as required
under section 143 (12) of the Companies Act, 2013.
REPORTS BY AUDITORS
Statutory Auditor
M/s Mayank Shah & Associates, Chartered Accountants (Firm Registration
No. 106109W) were re-appointed as statutory auditor of the Company in
the last Annual General Meeting of the Company held on September 30,
2014, to hold office from last AGM upto the conclusion of next Annual
General Meeting on such remuneration as may be fixed by the Board.
There are no qualifications, reservations or adverse remarks or
disclaimers made by the auditors in their report on the financial
statements of the company for the financial year ended March 31, 2015.
The notes on the Financial Statements referred to in the Auditors
Reports are self-explanatory and do not call for any comments or
explanations.
Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013 Secretarial Audit
Report for the financial year ended on March 31, 2015 given by M/s
Nahidakhtar Vhora & Company, Practicing Company Secretaries is attached
as Annexure-E. The Secretarial Auditor Report are self-explanatory and
do not call for any comments or explanations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
COMPANIES ACT, 2013
Particulars of loans and guarantee given and the investments made by
the company as at March 31, 2015 are forming part of financial
statements.
STATE OF THE COMPANY'S AFFAIR
Slowly but gradually the business of the company is picking up the pace
and total income of the Company increased to Rs.313.58 lacs from
Rs.226.41 during the previous year, though the profit after tax
decreased to Rs.71.11 lacs from Rs.97.01 lacs during the previous year.
We expect that the business of the company will grow in the time to
come as the sign of revival of primary market has started with the few
IPOs being launched during last few months and more in pipeline and
expected to open in the near future. This revival of primary market
coupled with the robust performance in the secondary market is expected
to help us in growing the business of the company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the company have occurred between the end of financial year to which
the financial statements relate and the date of the Directors' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy
(a) the steps taken or impact on conservation of energy: As the
operations of the Company are not energy intensive, the same is not
applicable. However, adequate measures have been initiated for
conservation of energy.
(b) the steps taken by the company for utilising alternate sources of
energy: Though the operations of the Company are not energy intensive,
the company shall explore the alternate sources of energy as and when
necessity arises.
(c) the capital investment on energy conservation equipments: Nil
B. Technology absorption-
(a) the efforts made towards technology absorption: The operation of
the company are of a nature where no major technology is used and
therefore same is not applicable.
(b) the benefits derived like product improvement, cost reduction,
product development or import substitution: Not Applicable
(c) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) : Not
Applicable
i. the details of technology imported;
ii. the year of import;
iii. whether the technology been fully absorbed;
iv. if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; and
(d) the expenditure incurred on Research and Development : Nil/ Not
Applicable
C. Foreign exchange earnings and Outgo
There was no inflow or outflow of foreign exchange during the year
under review.
RISK MANAGEMENT POLICY
The organization is in the process of strengthening its Risk Management
framework with an endeavour to enhance the control environment via risk
mitigation and reducing the impact of risks concerning the business of
the company within the acceptable levels. It has been carried out in a
phased manner wherein due emphasis is being given on identification,
assessment and mitigation thereof through economic control of those
risks that endanger to the assets and business of the Company.
To achieve the aforesaid objectives, the Board of Directors of your
company has framed the Risk Management policy to identify, assess and
mitigate the risk associated with the Business of the Company.
CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)
The provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, are not
applicable to the Company as it doesn't fall in any of the criteria
under section 135(1) of the Companies Act, 2013.
PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED
DISCLOSURES
The ratio of remuneration of each director to the median employee's
remuneration and other details in terms of section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment
and remuneration of Managerial personnel) Rules, 2014 forms part of
this report and is attached as Annexure-F.
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed under rule 5(2) & 5(3) of the Companies
(Appointment and remuneration of Managerial personnel) Rules, 2014,
during the year under review. Accordingly, no such disclosure is
required to be made.
POLICY FOR PREVENTION OF SEXUAL HARASSMENT
The Company has framed a policy on prevention of sexual harassment of
women staff at workplace. No case was reported during the year under
review under the policy.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has formulated a vigil mechanism through Whistle Blower
Policy dealing with the instances of unethical behavior, actual or
suspected, fraud or violation of the company's code of conduct. The
details of the policy is explained in the Corporate Governance Report
and also posted on the website of the Company.
AUDIT COMMITTEE
The detail of the Audit Committee including its composition and terms
of reference is mentioned in the Corporate Governance Report forming
part of the Directors' Report.
The Board, during the year under review, had accepted all
recommendations made to it by the Audit Committee.
INTERNAL CONTROL SYSTEMS
The Company maintains adequate and effective Internal Control System
commensurate with its size and nature of business. Company believe
that internal control system provide, among other things, a reasonable
assurance that transactions are executed with management authorization
and that they are recorded in all material respects to permit
preparations of financial statements in conformity with established
accounting principles and that the asset of the company are adequately
safeguarded against significant misuse or loss.
Some significant features of the Internal Control Systems are:
- Implementation and control of all transactions including finance,
requisitions, quality and costing;
- Internal audits are conducted by external auditors and they audit all
aspects of business;
- Extensive Audit programme and periodic review by Management and Audit
Committee.
The Audit Committee closely interacts with and guides management and
alongwith statutory auditors and internal auditors' reviews significant
findings and follows up thereon.
RELATED PARTY TRANSACTIONS
There is no related party transaction during the year under review,
except the remuneration paid to Mr. Mohib N Khericha, Managing Director
of the Company. Related party transactions policy is available on
website of the company.
DEPOSITS
During the year Company has not accepted any fixed deposits. As on
March 31, 2015, there are no fixed deposits with the Company.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS
To the best of our knowledge, the company has not received any such
orders passed by the regulators, courts or tribunals during the year,
which may impact the going concern status or company's operations in
future.
ACKNOWLEDGEMENT
The Board of Directors wish to express their gratitude and appreciation
for the continuous support and co-operation extended by the Banks, the
Securities and Exchange Board of India, the Stock Exchange, various
Government authorities, Financial Institutions and all shareholders.
Your Directors would also like to take this opportunity to express
their appreciation for the dedicated efforts of the employees of the
Company.
CAUTIONARY NOTE
The statements forming part of the Directors' Report may contain
certain forward looking remarks within the meaning of applicable
security laws and regulations. The actual results, performance,
achievements of the company may be materially different from any future
results, performance or achievements that may be expressed or implied
by such forward looking statements.
For and on behalf of Board of Directors
Place : Ahmedabad Mohib N Khericha A L Sanghvi
Date :August 28, 2015 Managing Director Vice Chairman
Mar 31, 2014
Dear Shareholders of
Chartered Capital and Investment Limited
The Directors are pleased to present herewith the 28th Annual report
together with the Annual Audited Accounts of the Company for the year
ended March 31, 2014.
FINANCIAL RESULTS
The Financial results for the year ended March 31, 2014 are summarized
as under: |n LaCS.)
Particulars For the year ended
31/D3/2014 31/03/2013
Total Income 226.41 147.58
Profit (Loss) before depreciation and taxes 116.19 35.36
Less: Depreciation 2.89 3.02
Less: Tax Expenses 16.28 11.54
Profit (Loss) After Tax 97.01 20.80
OPERATIONS
During the year under review, gross income as well as net profit of the
Company increased to Rs.226.41 lacs & Rs.97.02 lacs respectively from
Rs. 147.58 & Rs. 20.80 lacs respectively during the previous year. The
overall improvement in the capital market was the main reason for such
increase in the overall performance of the company. DIVIDEND
The Board of Directors does not recommend any dividend for the year
2013-2014 with a view to reinvest the profit for the operations of the
Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the company, Mr. A. L. Sanghvi, Director of
the Company, who retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for re-appointment.
The Company has received a notice in writing from member signifying the
intention to propose Mrs. Sofia M Khericha to be appointed as Director
retiring by rotation. This will enable Company to comply with the
provisions of second proviso to Section 149(1) of the Companies Act,
2013 relating to the appointment of woman director.
Mr. Sanatan N Munsif, Mr. Ashok Kavdia and Mr. Deepak P Singhvi,
Directors are the Independent Directors of the Company in terms of
Clause 49 of the listing agreement entered into with the stock exchange
where the company''s shares are listed. As per the provisions of the
Companies Act, 2013, Independent Directors are required to be appointed
by the company in a general meeting, for a term upto five consecutive
years and shall not be liable to retire by rotation. Accordingly,
appointment of the said Directors as Independent Directors is being
placed at the ensuing Annual General Meeting.
The Board of Directors has reappointed, subject to approval of
shareholders, Mr. Mohib N Khericha as Managing Director of the Company
for a period of 5 years w.e.f April 1, 2014 upto March 31, 2019.
A brief resume of the all the Directors proposed to be appointed /
re-appointed, nature of their expertise in specific functional areas,
names of companies in which they hold directorships and memberships /
chairmanships of Board Committees, shareholding and relationships
between directors inter-se as stipulated under Clause 49 of the Listing
Agreement with the BSE Limited, are provided in the Notes to the Notice
of the Annual General Meeting. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to clause 49 of the Listing Agreement with BSE, Management
Discussion and Analysis Report has been enclosed herewith as
"Annexure-A" and forms part of Director''s Report.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is included in the Annual
Report as "Annexure-B" to the Director''s Report. The certificate from
Statutory Auditor of the Company, regarding the compliance of
conditions on Corporate Governance as stipulated in Clause 49 of the
Listing Agreement with Stock Exchange forms part of the said report.
CEO/CFO CERTIFICATION
A certificate from the Managing Director and Chief Financial Officer of
the Company, pursuant to Clause 49(V) of the Listing Agreement has been
placed before the Board at its Meeting held on August 28, 2014 and has
been disclosed in the Corporate Governance Report forming part of the
Annual Report
SUBSEQUENT DEVELOPMENTS AFTER SEBI''S ORDER IN THE MATTER OF IPO OF RDB
RASAYANS LIMITED
SEBI issued Show Cause Notice ("SCN") dated July 18, 2014 against
Chartered Capital And Investment Limited under Regulation 28(1) of
Securities and Exchange Board of India (Intermediaries) Regulations,
2008 in the said matter. The said SCN has been replied and the
proceedings are under process. We expect that SEBI will accept our
submissions and absolve us from all the charges made against us.
STOCK EXCHANGES
The Company''s shares are presently listed on BSE Limited. The company
has paid necessary listing fees of BSE for the year 2014-2015.
We would also like to inform the shareholders that the Company has
voluntarily delisted its equity shares from Ahmedabad Stock Exchange
Limited ("ASE") in terms of regulation 6(a) and 7 of SEBI (Delisting of
Equity Shares) Regulations, 2009 ("Delisting Regulations") while
continuing the listing of Equity Shares at BSE Limited ("BSE") after
complying with the necessary procedure prescribed under the delisting
regulations. ASE has vide its letter dated January 20, 2014, approved
the delisting of Equity Shares of the Company from the Exchange and
w.e.f. January 22, 2014, the equity shares of the company are delisted
from ASE and name of the company is removed from the list of listed
companies on ASE.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors
would like to state that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
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 ofthe state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for the period;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions ofthe Companies Act, 1956 for safeguarding the assets ofthe
company and for preventing and detecting frauds and other
irregularities;
iv. The Directors have prepared the Annual Accounts on a going concern
basis.
DEPOSITS
During the year Company has not accepted any deposits under Section 58A
of the Companies Act, 1956.
CONSERVAT ION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Particulars relating to the conservation of energy, technology
absorption are not given as Companies (Disclosure of particulars in
report of Board of Directors) Rules, 1988 is not applicable to the
Company due to the nature of the Company''s business operations, being a
Merchant Banking Company, During the year under review there has been
no foreign exchange earning or outgo.
PARTICULARS OF EMPLOYEES
None ofthe employees of the Company was in receipt of remuneration in
excess ofthe limits prescribed under Section 217(2A) ofthe Companies
Act, 1956 read with the relevant rules, during the year under review.
AUDITORS AND AUDITORS'' REPORT:
M/s Mayank Shah & Associates, Chartered Accountants, Ahmedabad hold
office as Auditors ofthe Company until the conclusion of 28th Annual
General Meeting and Board recommends their re-appointment till the
conclusion of next Annual General Meeting.
The Company has received letters from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141 of the Companies Act, 2013 and that they are not
disqualified for re-appointment. The Board recommends their
re-appointment for the next term.
Members are requested to consider their re-appointment as Auditors of
the Company for the current year at a remuneration to be decided by the
Board of Directors.
The Board has duly reviewed the Auditors Report on the Accounts. The
observations appearing in the Auditors Report are self explanatory and
do not call for any further explanation/clarification/comments by the
Board of Directors. Acknowledgement
The Board of Directors wish to express their gratitude and appreciation
for the continuous support and co-operation extended by the Banks, the
Securities and Exchange Board of India, the Stock Exchange, various
Government authorities, Financial Institutions and all shareholders.
Your Directors would also like to take this opportunity to express
their appreciation for the dedicated efforts of the employees ofthe
Company.
For and on behalf of Board of Directors
Place: Ahmedabad Mohib N Khericha A L Sanghvi
Date: August 28,2014 Managing Director Vice Chairman
Mar 31, 2012
The Directors are pleased to present herewith the 26th Annuel report
together with the Annual Audited Accounts of the Company for the year
ended March 31, 2012.
FINANCIAL RESULTS
The Financial results for the year ended March 31, 2012 are summarized
as under:
(Rs. In Lacs)
Particulars For the year ended
31/03/2012 31/03/2011
Total Income 314.73 858.17
Profit (Loss) before depreciation
and taxes 215.07 609.53
Less: Depreciation 3.02 1.86
Less: Provision for taxes 49.00 182.20
Less: Deferred Tax 0.70 0.463
Profit (Loss) After Tax 162.35 425.01
OPERATIONS
During the year under review, gross income as well as net profit of the
Company decreased to Rs.314.73 lacs & Rs.162.35 lacs respectively from
Rs.858.17 & Rs.425.01 lacs respectively during the previous year. The
overall dull capital market including primary market as well as the
SEBI's ex-parte interim order dated December 28, 2011 prohibiting the
Company and its 2 key officials from taking up any new assignment or
involvement on any new issue of capital including IPO; follow-on issue
etc till further directions, were the main reason for such downfall in
the overall performance of the company. However, the Company is taking
necessary steps to get the best possible relief at the earliest.
DIVIDEND
The Board of Directors does not recommend any dividend for the year
2011-2012 with a view to reinvest the profit for the operations of the
Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Santan N Munsif Director of
the Company, who retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for re-appointment.
The brief resume/detail relating to the Director who is to be
re-appointed is furnished in the Notes to the Notice of the Annual
General Meeting. Members are considered to consider their
re-appointment as Director of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report has been enclosed herewith
vide "Annexure-A" and forms part of Director's Report.
CORPORATE GOVERNANCE
Your Company reaffirms its commitment to the standards of Corporate
Governance as prescribed under Clause 49 of the Listing Agreement with
the stock exchanges. A Report on Corporate Governance together with the
Auditors Certificate on the same is annexed as part of the Annual
Report.
Your Company has also adopted a "Code of Conduct" for its Directors and
Senior Management, as prescribed under Clause 49 of the Listing
Agreement.
CEO/CFO CERTIFICATION
A certificate from the Managing Director, pursuant to Clause 49(V) of
the Listing Agreement has been placed before the Board at its Meeting
held on August 28, 2012.
FUTURE OUTLOOK
The economic outlook for the year 2012-13, high inflation, high
interest rates, fiscal & current account deficit, liquidity tightness,
high oil prices and pressure on exchange rates would be the reason for
owing the down the economic growth. RBI, alongside inflation concern,
should think about the economic expansion of the country since the
liquidity situation could get distressed and will put India's economic
growth at risk. Moreover, the higher cost of credit will certainly have
an impact in the corporate balance sheet, which will prevent the short
term foreign inflows in the country to finance the current account
deficit until inflation sustained below comfort zone of reserve bank.
Inflation would continue to remain the predominant concern for the debt
market. We are likely to witness a lot of activity in all the spheres
of the capital market. Inflation risks stayed, while growth showed a
sign of moderation. On current reckoning, growth is likely to stay
around trend growth of around 6-7 per cent. However, downside risks
have increased. Overall, some moderation in growth is expected in
2012-13.
So far as company's near term future outlook is concerned, SEBI's
ex-parte interim order dated December 28, 2011 prohibiting the Company
and its 2 key officials from taking up any new assignment or
involvement on any new issue of capital including IPO; follow-on issue
etc till further directions, may also have its negative impact on the
revenue and profitability of the Company. SEBI's ex-parte ad-interim
order dated December 28, 2011 in the matter of IPO of RDB Rasayans
Limited SEBI vide its ex-parte ad-interim order dated December 28, 2011
in the matter of IPO of RDB Rasayans Limited for which the Company was
the BRLM, has, inter alia, prohibited the Company and its 2 key
officials, from taking up any new assignment or involvement on any new
issue of capital including IPO, follow-on issue etc from the securities
market in any manner whatsoever from the date of the Impugned Order
till further directions. The Impugned Order alleges lack of due
diligence on the part of the Company in the handling of an IPO
assignment as a merchant banker. The company filed its reply to SEBI on
January 14, 2012 denying all the allegations against the company and
its officials and also attended personal hearing held at SEBI's office
on March 16, 2012. Inspite of repeated requests to SEBI to pass the
final order in the matter, the SEBI has not passed any final order in
the matter and therefore the Company has preferred to file an appeal
against the said order to Hon'ble Securities Appellate Tribunal (SAT)
on August 8, 2012. The Company expects a prompt & favorable order from
SAT in this regard. However, the same is still pending with SAT.
STOCK EXCHANGES
The Company's shares are listed on Bombay Stock Exchanges Limited (BSE)
and Ahmedabad Stock Exchange Limited (ASE). The company has paid
necessary listing fees of both the stock exchanges for the year
2012-2013.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors
would like to state that:
i. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
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 at the end of the financial year and of the profit or
loss of the company for the period;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguards in accordance with the provisions
of this Act for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities;
iv. The Directors have prepared the Annual Accounts on a going concern
basis.
DEPOSITS
During the year Company has not accepted any deposits under Section
58-A of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Particulars relating to the conservation of energy, technology
absorption are not given as Companies (Disclosure of particulars in
report of Board of Directors) Rules, 1988 is not applicable to the
Company due to the nature of the Company's business operations, being
an Investment Banking Company. During the year under review there has
been no foreign exchange earning or outgo.
PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES)
RULES, 1975
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended, during the year under review.
AUDITORS AND AUDITORS' REPORT:
M/s Mayank Shah & Associates, Chartered Accountants, Ahmedabad hold
office as Auditors of the Company until the conclusion of 26th Annual
General Meeting and Board recommends their re-appointment till the
conclusion of next Annual General Meeting. The Company has received a
certificate from Auditors under Section 224(1) of the Companies Act,
1956 to the effect that their re-appointment, if made, would be within
the prescribed limits under Section 224(1B) of the Act. The Board
recommends their re-appointment for the next term.
Members are requested to consider their re-appointment as Auditors of
the Company for the current year at a remuneration to be decided by the
Board of Directors.
The Board has duly reviewed the Auditors Report on the Accounts. The
observations appearing in the Auditors Report are self explanatory and
do not call for any further explanation/clarification/comments by the
Board of Directors.
Acknowledgement
The Board of Directors wish to express their gratitude and appreciation
for the continuous support and co-operation extended by the Banks, the
Securities and Exchange Board of India, the Stock Exchanges, various
Government authorities, Financial Institutions and all shareholders.
Your Directors would also like to take this opportunity to express
their appreciation for the dedicated efforts of the employees of the
Company.
For and on behalf of Board of Directors
Place : Ahmedabad Mohib N Khericha A L Sanghvi
Date : August 28, 2012 Managing
Director Vice chairman
Mar 31, 2010
The Directors are pleased to present herewith the 24th Annual report
together with the Annual Audited Accounts of the Company for the year
ended March 31, 2010.
FINANCIAL RESULTS
The Financial results for the year ended March 31, 2010 are summarized
as under:
(Rs. in lacs)
Particulars For the year ended
31/03/2010 31/03/2009
Total Income 561.84 382.74
Profit (Loss) before depreciation and taxes 355.76 147.88
Less: Depreciation 1.67 2.90
Less: Provision for taxes 99.50 46.50
Add: Deferred Tax Credit 0.47 0.10
Profit (Loss) After Tax 255.06 97.86
OPERATIONS
During the year under review, gross income of the Company increased
from 382.74 lacs during the previous year to Rs. 561.84 lacs during the
current year i.e. an increase of 46.79 %. During the year company has
earned profit after tax of Rs. 255.06 lacs as against Profit after Tax
of Rs. 97.86 during the previous year i.e. an increase of 160.64 %.The
gradual increase in the capital market has lead to an improvement in
the overall performance of the company.
DIVIDEND
The Board of Directors does not recommend any dividend for the year
2009-2010 with a view to reinvest the profit for the operations of the
Company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Ashok Kavadia and Mr.
Deepak P. Singhvi, Directors of the Company, retire by rotation at the
ensuing Annual General Meeting and being eligible, have offered
themselves for re-appointment.
The brief resume/detail relating to the Directors who are to be
re-appointed is furnished in the Notes to the Notice of the Annual
General Meeting. Members are considered to consider their
re-appointment as Directors of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report has been closed herewith vide
"Annexure" and forms part of Directors Report.
CORPORATE GOVERNANCE
Your Company reaffirms its commitment to the standards of Corporate
Governance as prescribed under Clause 49 of the Listing Agreement with
the stock exchanges. A Report on Corporate Governance together with the
Auditors Certificate on the same is annexed as part of the Annual
Report.
Your Company has also adopted a "Code of Conduct" for its Directors and
Senior Management, as prescribed under Clause 49 of the Listing
Agreement.
CEO/CFO CERTIFICATION
A certificate from the Managing Director, pursuant to Clause 49(V) of
the Listing Agreement has been placed before the Board at its Meeting
held on September 3, 2010.
FUTURE OUTLOOK
The Indian capital markets have performed better than most others
during this financial year. Markets went through some testing times
during the second half, but we see good opportunities in the year
ahead. We are likely to witness a lot of activity
in all the spheres of the capital market. The projected growth of the
Indian economy along with the resultant growth in the capital markets
compels us to identify the enabling factors and to work towards putting
them in place, at the earliest.
STOCK EXCHANGES
The Companys shares are listed on Ahmedabad Stock Exchange Limited
(ASE) and Bombay Stock Exchanges Limited (BSE). The company has paid
necessary listing fees of both the stock exchanges for the year
2010-2011.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors
would like to state that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
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 at the end of the financial year and of the profit or
loss of the company for the period;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguards in accordance with the provisions
of this Act for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities;
iv. The Directors have prepared the Annual Accounts on a going concern
basis.
DEPOSITS
During the year Company has not accepted any deposits under Section
58-A of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Particulars relating to the conservation of energy, technology
absorption are not given as Companies (Disclosure of particulars in
report of Board of Directors) Rules, 1988 is not applicable to the
Company due to the nature of the Companys business operations, being
an Investment Banking Company. During the year under review there has
been no foreign exchange earning or outgo.
PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES)
RULES, 1975
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended, during the year under review.
AUDITORS AND AUDITORS REPORT:
M/s Mayank Shah & Associates, Chartered Accountants, Ahmedabad hold
office as Auditors of the Company until the conclusion of 24th Annual
General Meeting and Board recommends their re-appointment till the
conclusion of next Annual General Meeting.
The Company has received a certificate from Auditors under Section
224(1) of the Companies Act, 1956 to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Act.
Members are requested to consider their re-appointment as Auditors of
the Company for the current year at a remuneration to be decided by the
Board of Directors.
The notes to the accounts referred to in the Auditors Reports are self
explanatory, and, therefore do not call for any further comments.
Acknowledgement
The Board of Directors wish to express their gratitude and appreciation
for the continuous support and co-operation extended by the Banks, the
Securities and Exchange Board of India, the Stock Exchanges, various
Government authorities, Financial Institutions and all shareholders.
Your Directors would also like to take this opportunity to express
their appreciation for the dedicated efforts of the employees of the
Company.
For and on behalf of Board of Directors
Place : Ahmedabad Mohib N Khericha A L Sanghvi
Date :September 3, 2010 Managing Director Vice chairman
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