Directors Report of Ugro Capital Ltd.
Mar 31, 2022
The Directors of your Company have the pleasure in presenting the 29th Annual Report together with the Audited Financial Statements for the financial year (âFY") ended 31st March, 2022.
In compliance with the applicable provisions of the Companies Act, 2013, (âthe Act"), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations"), this Board''s Report is prepared based on the standalone financial statements of the Company for the year under review.
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(INR in Lakhs) |
||
|
Particulars |
Year ended |
Year ended |
|
31st March, 2022 |
31st March, 2021 |
|
|
Total Income |
31,341.59 |
15,333.84 |
|
Total Expenditure |
29,323.81 |
14,120.93 |
|
Profit before Tax and exceptional items |
2,01778 |
1,212.91 |
|
Exceptional items |
- |
- |
|
Profit before tax |
2,01778 |
1,212.91 |
|
Provision for Tax |
562.72 |
(1,659.84) |
|
Profit after tax |
1,455.06 |
2,872.75 |
|
Other comprehensive income |
24.58 |
13.60 |
|
Profit available for appropriation |
1,479.64 |
2,886.35 |
|
Appropriations: |
||
|
Transfer to Reserve Fund under Section 45-IC of the RBI Act, 1934 |
291.01 |
574.55 |
|
Balance carried forward to Balance Sheet |
1,188.63 |
2311.80 |
The Board of directors have not recommended any Dividend for the Financial Year 2021-22.
Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Policy (''Policy''). The Policy is available on the website of the Company under the ''Investor Relations'' section at https://www. ugrocapital.com/sites/default/files/2021-05/Dividend%20 Policy.pdf
The amounts, if any, proposed to be transferred to general reserve, and statutory reserve Employee Stock Option Scheme are mentioned in financial statements.
During the year under review, your Company''s total revenue amounted to INR 313.42 Crores compared to INR 153.34 Crores in the previous year.
Profit before tax was INR 20.17 Crores compared to INR 12.13 Crores for the previous year. Profit after tax stood at INR 14.55 Crores compared to 28.73 INR Crores in the previous year.
Our Loan assets under management (AUM) grew 125.45% y-o-y to INR 2,969 Crores compared to INR 1,317 Crores in the previous year.
Over FY22, we have built formidable distribution channel to support our next phase of growth. Your Company is one of the fastest growing NBFCs with 125% AUM growth in FY22 (AUM
increased from INR 1,317 Crore in FY21 to INR 2,969 Crore in FY22). As we transitioned the company towards lending as service by leveraging Co-lending model, the composition of our off book AUM increased to 17% as on March 2022. Your Company had Eight live Co-lending partnerships with marquee Banks and Financial Institution (FI) and another eighteen were in the pipeline as on Mar-22. We continued our endeavour to build a granular and high credit quality portfolio on account of which our overall average ticket size reduced from INR 23 lakhs as on March 2021 to INR 18 Lakhs as on March 2022 and our GNPA% decreased from 2.7% as on March 2021 to 2.3% on March 2022. On the back of our strong underwriting capabilities we have been able to shift our AUM mix towards higher yielding products on account of which our weighted Avg. AUM ROI improved to 16.4% as on Mar-22 from 15.5% on March 2021. We strengthened our liability franchise by adding twenty six new lenders and raised 1,900 Cr of total liabilities across products in FY22. We strengthened our focus on impact and sustainability and were able to attract DFI interest in our company and completed our first ever DFI funding from ResponsAbility.
Your Company''s Capital Adequacy Ratio as of 31st March 2022, stood at 34.37% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15% and out of total CRAR the Tier 1 capital stood at 33.61% and Tier II Capital at 0.76%
The Company did not hold any public deposits at the beginning of the financial year nor has it accepted any public deposit during the financial year under review.
The COVID-19 pandemic which is once in a lifetime occurrence has brought with it an unimaginable suffering to people and to almost all sections of the economy. The nationwide lockdowns to curtail the transmission of disease, had put the global economy in extreme stress of the level not seen since the Great Depression and would have a long-lasting economic impact. Countries across the globe continued to face drastic economic and social disruptions along with tragic loss of lives and livelihoods. Eruptions of new waves and variants of the virus necessitated restrictions and lockdowns.
The dynamic and evolving nature of the pandemic with its resurgence (third wave) at the mid of the financial year 20212022 once again created uncertainty, including economic impact. Hopefully, the outreach of vaccination drives across the country, additional efforts to set up medical infrastructure and obtain required medical supplies, in addition to continued adherence to COVID-19 specific protocols will help in overcoming this testing situation.
The Government of India has also taken various steps and provided relaxation to support companies during COVID-19 pandemic. Ministry of Corporate Affairs extended timelines for filing of various returns without any additional fees. SEBI extended timelines for filing of various returns, permitted Companies to hold Board Meetings, Committee Meetings, General Meetings through video conferencing.
The physical and emotional wellbeing of employees continues to be a top priority for UGRO. Accordingly, the Company has taken various measures to provide support to its employees. The number of COVID-19 positive employees and their family members are being tracked on a daily basis to provide them support as and when required. The Company has also provided specific group insurance policy and home care insurance cover to employees and their families who contracted COVID-19.
During the financial year 2021-22, the Company has allotted 30,769 fully paid up equity shares of face value of '' 10/ each, to an employee of the Company, on exercise of stock options under Employee Stock Option Scheme.
As on 31st March 2022, the paid up equity share capital of your Company stood at '' 705,593,190/- comprising of 70,559,319 Equity Shares of face value '' 10/- each.
During FY 2021-22, the Company met its funding requirements through a combination of Short Term debt (comprising Commercial Papers and Bank Loans) and Long Term debt (comprising Non-Convertible Debentures, Bank Loans and External Commercial Borrowings), Direct Assignment.
The aggregate debt outstanding as at March 31, 2022 was '' 1801.84 crore (of which, '' 750.64 crore was payable within one year). The Debt / Networth ratio as on March 31, 2022 was 1.86 times. The Company has been regular in servicing all its debt obligations.
The Company has been engaging with Acuite Ratings and Research Limited and CRISIL Ratings Limited for grant of rating for our instruments issued by the Company from time to time. The details of ratings granted to the Company have been given in the Corporate Governance Report for information of the shareholders.
Your Company has no subsidiaries as on 31st March 2022. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Actâ).
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, along with relevant documents are available on the website of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Selection of New Directors and Board Membership Criteria:
The Nomination and Remuneration Committee (''NRC'') engages with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance, governance, and public service. Thereafter, the NRC recommends to the Board the selection of new Directors. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Company has in place a Policy on appointment & removal of Directors.
Board of Directors:
The Board of your Company comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparations. In terms of requirement of SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company''s businesses for effective functioning, which are detailed in the Corporate Governance Report.
As on 31st March 2022, your company has 11 (Eleven) Directors on the Board, out of which 7 (Seven) are Independent Directors including one Woman Director and 3 (Three) are Non-Executive Directors. The Board composition is in compliance with the requirements of the Act and the SEBI Listing Regulations.
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Manoj Sehrawat (DIN: 02224299), Non-Executive Director, retires by rotation and being eligible has offered himself for re-appointment. The Board recommends the same for the approval of the shareholders.
The necessary resolution for re-appointment of Mr. Manoj Sehrawat forms part of the Notice convening the AGM. The profile and particulars of experience that qualify Mr. Sehrawat for Board membership, are disclosed in the said Notice.
Mr. Navin Kumar Maini, Mr. Navin Puri and Mrs. Ranjana Agarwal Independent Directors resigned from the Company with effect from 8th February, 2022 and Mr. Abhijit Ghosh, Whole time Director and Chief Executive Officer resigned from the Company with effect from 30th April, 2021.
The resignation of above Independent Directors was on account of restrictions contained in Master Circular-Loans and Advances - Statutory and Other issued by the Reserve Bank of India, ("Master Circularâ), wherein banks are restricted from advancing credit facilities to any company in which any of the directors of other banks is a director without approval of the lending bank''s Board of Directors/Management Committee.
Accordingly, all of UGRO''s term loan and other financing proposals with banks are required to be approved by the Board of Directors / Management Committee of respective banks. This was resulting into procedural delay for UGRO Capital in getting financial facilities. The Board at its meeting held on 8th February, 2022 deliberated on the issue and Mr. Maini, Mr. Puri and Mrs. Agarwal expressed that they hold interest of UGRO Capital of paramount importance and did not want to be obstacle in the growth path of the Company and hence agreed to step down from Board of the Company and wished good luck to the Company for all future endeavors
On 8th February, 2022, based on the recommendations of Nomination and Remuneration Committee, Mr. Karnam Sekar and Mr. Hemant Bhargava were appointed as Additional Independent Directors. Thereafter, based on the recommendations of Nomination and Remuneration Committee, Mrs. Smita Aggarwal was appointed as an Additional Independent Director with effect from 31st March, 2022.
Pursuant to requirements of Regulation 17 (1) (C) of the SEBI Listing Regulations, the shareholders vide special resolutions passed through postal ballot, regularized their appointment as Independent Directors.
Key Managerial Personnel:
During the year, Mr. Amit Gupta was appointed as the Chief Financial Officer of the Company with effect from 2nd November, 2021, in place of Mr. Sandeepkumar Zanvar who resigned as Chief Financial Officer w.e.f. 2nd November 2021.
The details of key managerial personnel of the Company during the year is given below:
|
Key Managerial Personnel |
Designation |
|
Mr. Shachindra Nath |
Executive Chairman and Managing Director |
|
Mr. Abhijit Ghosh* |
Whole-time Director and Chief Executive Officer |
|
Mr. Sandeepkumar Zanvar ** |
Chief Financial Officer |
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Mr. Amit Gupta *** |
Chief Financial Officer |
|
Mr. Aniket Karandikar |
Company Secretary |
* resigned w.e.f. 30th April 2021 ** resigned w.e.f. 2nd November 2021
*** appointed as Chief Financial Officer w.e.f. 2nd November 2021
The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBIâ), from time to time.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Your Company has adopted Corporate Governance Code which lays down in detail governance guidelines and practices that are required to be followed while taking decision on various matters. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership and governance of the Company.
Pursuant to the SEBI Listing Regulations, Management Discussion and Analysis and Corporate Governance Report are part of this Annual Report. The Certificates from Pankaj Nigam and Associates, Practicing Company Secretaries, regarding compliance of the conditions of Corporate Governance as stipulated by the SEBI Listing Regulations are attached to this report.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the ''Business Responsibility Report'' (BRR) of the Company for FY 2020-21 is forming part of the Annual Report.
FAMILIARISATION PROGRAMME FOR DIRECTORS
On a quarterly basis detailed presentations are made by Senior Management to provide an overview of the operations, various products offered by the Company, financial performance, fund raising strategy, various risks/ challenges faced during the quarter, changes in IT Infrastructure landscape etc. as part of Board Meeting. The suggestions received from Directors are noted for implementation.
A familarization programme was held on 25th April, 2022 and 27th April, 2022 for all the Directors of the Company to present overview of activities of the Company and provide update on changes brought out by the regulatory authorities. The program was well attended and appreciated by the Directors.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:
⢠Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age, and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
⢠Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills, and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.
⢠Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations, as amended from time to time.
The Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCAâ) vide its Notification dated October 22, 2019, regarding the requirement relating to enrollment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
ANNUAL EVALUATION BY THE BOARD OF DIRECTORS
The Board evaluated the effectiveness of its functioning of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters
⢠Existence of sufficient skill, experience, time and resources to undertake their duties
⢠understanding the risks associated with the business, ability to proactively contribute in development of risk management strategy
⢠understanding of governance, regulatory, financial, fiduciary and ethical requirements of the Board / Committee
⢠demonstration of level of integrity including maintaining utmost confidentiality and identifying disclosing and managing conflicts of interest
⢠devotion of time to determining the emerging issues that could affect the organization in future
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017
In a separate meeting of the IDs, the performance of the NonIndependent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of other Non-Executive Directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole. In the subsequent Board meeting after the meeting of the Independent Directors and the meeting of the NRC, the performance of the Board, its Committees, and individual directors were discussed.
Pursuant to Schedule IV of the Act, the Independent Directors met on 3rd February, 2022 without the presence of NonIndependent Directors and Members of the Management. The meetings of Independent Directors were chaired by Mr. Satyananda Mishra, Independent Director. The Independent Directors, inter alia, evaluated the performance of the Non-Independent Directors, the Board of Directors as a whole, evaluated the performance of the Chairman of the Board after taking into account the views of Non-Executive Directors and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, the Management and the Board.
Your Company has formulated a Code of Business Conduct and Ethics for Board of Directors and Senior Managerial Personnel.
The confirmation of compliance of the same is obtained from all concerned on an annual basis. All Board Members and Senior Managerial Personnel have given their confirmation of compliance. A declaration duly signed by the Executive Chairman and Managing Director is given under Corporate Governance Report as a separate section in this Annual Report. The Code of Business Conduct and Ethics for Board of Directors and Senior Managerial Personnel is also posted on the website of the Company.
BOARD METINGS HELD DURING THE FINANCIAL YEAR
The Board meets at regular intervals to discuss and decide on the Company''s business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board / Committee meetings are pre-scheduled well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board''s or Committee''s approval is taken by passing resolutions through circulation or by calling the Board/Committee meetings at short notice, as permitted by law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.
The Board of Directors of the Company met 5 (Five) times during the financial year 2021-22. The details of the Board meetings and the attendance of the Directors are given in Corporate Governance Report, which forms part of this Annual Report.
COMMITTEES OF THE BOARD
As required under the Act, the SEBI Listing Regulations and RBI Master Directions, the Company has constituted the following statutory committees: 1) Audit Committee 2) Nomination and Remuneration Committee 3) Stakeholders Relationship Committee 4) Risk Management Committee 5) Corporate Social Responsibility Committee 6) Asset Liability Committee 7) IT Strategy Committee. The Company also have non mandatory committee like Securities Allotment and Transfer Committee, Investment and Borrowing Committee and Compliance Committee. Details of all the statutory committees such as terms of reference, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations. The internal control system is supported by an internal audit process for reviewing the design, adequacy and efficacy of the Company''s internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of the internal controls in the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors confirms that, to the best of its knowledge and belief:
a) in the preparation of the annual accounts for the financial year ended 31st March 2022 the applicable accounting standards had been followed along with proper explanations relating to material departure;
b) they 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 31st March 2022 and of the profit and loss of the Company for that year;
c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the financial statement of the Company had been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company which are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT 2013
Details of loan, guarantee and investments covered, if any, are provided in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions during the financial year were at arm''s length basis and are in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no material significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of interest with the Company at large.
All the related party transactions are presented to the Audit Committee and Board for their approval. A statement of all related party transactions is presented before Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The related party transaction policy of the Company as approved by the Board is available on website of the Company.
The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-I in Form No. AOC-2 and the same forms part of this report.
A Information as per Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
a) The ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year:
Name of Director Ratio to median remuneration
Mr. Shachindra Nath 69.53 Mr. Abhijit Ghosh * 2.86
*Since, Mr. Ghosh resigned from the Board as Whole Time Director & Chief Executive Director w.e.f. 30th April, 2022, hence median has been calculated accordingly.
b) The percentage of increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year: 8%
c) Percentage of increase in the median remuneration of employees during the financial year ended 31st March, 2022: 8.48%
d) Number of permanent employees on the rolls of the Company as on 31st March, 2022: 1111 employees
e) Average percentage increase made in the salaries of employee other than the Managerial Personnel in the financial year was 8.48% vis a vis an increase of 8.00% in the salaries of Managerial Personnel
f) Affirmation that the remuneration is as per remuneration policy of the Company: Yes
B. Information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
The statement containing particulars of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available at registered office of the Company. The said statement is open for inspection at the registered office of the Company. Any member interested in obtaining there particulars will be provided with the same, upon receipt of a written request delivered at the registered office of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED AFTER 31ST MARCH, 2022
There are no material changes and commitments affecting the financial position of the Company subsequent to the close of the FY 2021-22 till the date of this report.
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A. Conservation of energy- |
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i. The steps taken |
UGRO Capital Limited |
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or impact on |
("the Companyâ) is |
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conservation of |
engaged in providing |
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energy; |
financial services and, |
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ii. The steps taken by the |
as such, it''s operations do not account for |
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company for utilizing |
substantial energy |
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alternate sources of |
consumption. However, |
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energy; |
the Company is taking |
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iii. The capital |
all possible measures to |
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investment on |
conserve energy. Several |
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energy conservation |
environment friendly |
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equipment''s; |
measures were adopted by the Company such as: ⢠Installation of capacitors to save power; ⢠Introduction of Tablets in branches; ⢠Installation of Light Emitting Diode ("LEDâ) lights for new branches; ⢠Reducing electricity demand wherever under-utilized; ⢠Creating environmental awareness by way of distributing the information in electronic/digital form; ⢠Minimizing airconditioning usage; ⢠Shutting off all lights, when not in use; and The Management frequently puts circulars on the corporate intranet, workplace for its employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance of the same. |
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B. Technology absorption- |
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i. The efforts made towards technology absorption; |
Company has undertaken several new initiatives for adoption of the latest technologies for ensuring faster TAT''s while minimizing errors and mitigating risks across all standard processes. This has also significantly contributed to optimization of resources through reduced use of paper as well as travel of field staff. We have launched e-signing of system generated loan documents through an end-to-end digital journey for all lines of businesses. This has had a significant positive impact on the scope of error in document filling, on the overall paper and ink consumption, delays, and costs on account of travel to client locations as well as maintaining highest standard of document repository through a digital audit trail. Customer Care team has been strengthened and augmented with a Digital Customer Service Platform as well as a WhatsApp based chatbot to handle majority of the standard complaints/requests such as account statement, repayment details and payment links, repayment schedule, branch and RM locator etc. All loans are required to attempt an E-NACH registration and in the absence of the same a physical NACH mandate is obtained. This has substantially reduced the requirement of physical security post-dated cheques to be obtained from the customer helping to mitigate the risk of cheques getting bounced or misplaced. In addition to this, several initiatives such as D2C customer acquisition platforms, digital and video KYC functionalities, MSME-Udyam information, API driven credit assessment through banking, bureau and GST have also been implemented and/or are in pipeline. |
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ii. The benefits derived like product improvement, cost reduction, product development or import substitution; |
Above benefits have had a noticeable impact on the overall costs in terms of consumption of stationery and fuel costs, on improving TAT''s by removing scope of human errors as well as on mitigating the risk through maintaining a digital repository and audit trails. Initiatives such as digital KYC and API based D2C journeys have also immensely increased the business growth potential by opening new inorganic channels of sourcing and underwriting MSME loans. |
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iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) |
Not applicable |
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a) |
the details of technology imported; |
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b) |
the year of import; |
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c) |
whether the technology been fully absorbed; |
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d) |
if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and |
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iv. The expenditure incurred on Research and Development. |
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C. |
Foreign exchange earnings and Outgo- |
(INR in lakhs) |
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Year ended 31st March, 2022 |
Year ended 31st March, 2021 |
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Other Expenses |
79.49 |
0.87 |
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Exchange earned |
0 |
0 |
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REMUNERATION POLICY OF THE COMPANY
The remuneration policy of the Company comprising of the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Managerial Personnel of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report which is attached to this Report and is also available on Company''s website. Remuneration Policy is enclosed herewith as Annexure II.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the Section 177(9) and 177 (10) of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, the Board of Directors have approved the Policy on Vigil Mechanism / Whistle Blower and the same has been hosted on the website of the Company https://www.ugrocapital.com/ investor-relations.
This Policy inter alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Company has also taken software containing structural digital database for maintaining names of persons with whom unpublished price sensitive information is shared. The software contains details of information shared and the names of such persons with whom information is shared under this regulation along with the Permanent Account Number
The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company follows a strict zero tolerance sexual harassment at workplace and adopted the policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder for prevention and redressal of complaints of sexual harassment at work place.
The disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the financial year ended 31st March 2022 is as follows:
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Number of complaints filed during the financial year |
0 |
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Number of complaints disposed during the financial year |
0 |
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Number of complaints pending at the end of the financial year |
0 |
STATUTORY AUDITOR AND THEIR REPORT
MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) was appointed as Statutory Auditors at the 27th (Twenty Seventh) Annual General Meeting (âAGM") held on 18th September 2020 for a period of five years commencing from the conclusion of the 27th twenty seventh AGM till the conclusion of the 32nd (Thirtieth Second) AGM of the company.
Further, the report of the Statutory Auditors is provided in the financial section of the Annual Report. The observations made in the Auditors'' Report are self-explanatory and do not contain any qualification, reservation or adverse remark. Therefore, it does not call for any further comments.
The RBI has vide its Circular No. RBI/2021-22/25 Ref. No.DoS. CO.ARG/SEC.01/08.91.001/2021-22 dated April 27 2021, issued the Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) (âRBI Guidelines"). As per para 8.1 of the said circular, the NBFCs were required to appoint the SAs for a continuous period of three (3) years, subject to the firms satisfying the eligibility norms each year. Whereas, the audit firm which had already completed tenure of one (1) year, were permitted to complete the balance tenure only i.e. two (2) years.
Your Company has a sophisticated internal control structure, proportionate to the size, scope, and complexity of operations. Internal audits are conducted on a regular basis to review and ensure that responsibilities are duly carried out efficiently. The internal audit department monitors and assesses the effectiveness and adequacy of our Company''s internal control mechanisms. Internal audits are accompanied, if required, by audits performed by specialised consultants/audit firms. During the year, Khimji Kunverji & Co LLP, Chartered Accountants have been appointed to assist internal audit function of the Company.
SECRETARIAL AUDITOR
In terms of Section 204 of the Act and Rules made there under, Pankaj Nigam and Associates, Company Secretaries, has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor for the financial year 22021-22 is enclosed as Annexure-III to this report.
The report is self-explanatory and does not contain any qualification or adverse remark. Therefore, it does not call for any further comments.
Further, the Company has received certificate of NonDisqualification of Directors from Pankaj Nigam and Associates, Company Secretaries. The same is enclosed as Annexure IV to this report.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the financial year ended 31st March 2022.
DETAILS AND STATUS OF ACQUISITION,
MERGER, EXPANSION, MODERNIZATION AND DIVERSIFICATION
During the year, your Company has not carried out any acquisition, merger, expansion, modernization and diversification.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company''s website at https://www.ugrocapital.com/ investor-relations.
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee considers the risks that impact the mid-term to the long-term objectives of the business, including those reputational in nature. The Company has an elaborate risk charter and risk policy. The Audit Committee has additional oversight in the area of financial risks and controls.
EMPLOYEE STOCK OPTIONS DISCLOSURE
During the financial year 2021-22, the Company has granted 13,78,039 stock options to the eligible employees.
The shareholders through postal ballot notice dated 31st March 2022 the results of which were declared on 6th May, 2022, have approved amendment to the vesting conditions of CSL Employee Stock Option Scheme.
The Board of Directors hereby confirm that except afore stated, there is no material change in Employee Stock Option Scheme (ESOS) of the Company and the scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
Disclosure in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Act is available on the website of the Company at the following link: www.ugrocapital.com.
CORPORATE SOCIAL RESPONSIBILITY
The objective of the Company''s Corporate Social Responsibility (''CSR'') initiatives is to improve the quality of life of communities. The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company at www.ugrocapital.com. The Company had tie up with HEAL Foundation is a not for profit organisation registered under Indian Trust Act. HEAL Foundation has been working diligently for the past one and half years under its flagship initiative ''COVID Fighters Public Health Safety Movement''.
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertakenngoing ''Preventive Screening Drive via Mobile Health Clinic'' in different geographies aims to inculcate the habit of preventive screening, which will bring long-term positive health impact on the Indian population. The Company also given donation to Muktangan Education Trust and to Our Lady''s Home (for Boy''s).
Your Company is in receipt of requisite certifications for expending the CSR budget as contemplated by Ministry of Corporate Affairs in their FAQs dated 25th August, 2021.
The CSR Policy of the Company is available on the website of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.
INVESTOR EDUCATION AND PROTECTION FUND
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
DETAILS OF FRAUD REPORTED BY AUDITORS
No frauds have been reported by auditors under sub-section of section 143 of the Act.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.
LISTING ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED
During the year, your Company has been listed on National
Stock Exchange of India Limited w.e.f. 11th August 2022.
i. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and.
ii. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable
The Directors wish to convey their deep appreciation to all the employees, customers, vendors and investors of the Company for their sincere and dedicated services as well as their collective contribution to the Company''s performance. The Directors thank the Government of India, Governments of various States and regulators in India, and concerned Government departments for their cooperation and guidance. The Directors regret the loss of life due to Covid pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.
For and on behalf of Board of Directors sd/-
Shachindra Nath
Executive Chairman and Managing Director DIN: 00510618
Place: Mumbai Date: 24th May 2022
Mar 31, 2018
DIRECTORSâ REPORT
The Members,
Your Directors are pleased to present their Twenty Fifty Annual Report on the working of the Company together with the Audited Statements of Accounts for the year ended 31st March 2018.
|
Current Year March 31, 2018 |
Previous Year March 31, 2017 |
|
|
Profit before interest & depreciation |
3,22,45,332 |
2,01,70,707 |
|
Interest Paid |
-- |
- |
|
Profit before Depreciation |
3,22,45,332 |
2,01,70,707 |
|
Depreciation |
-- |
- |
|
Profit before Tax |
3,22,45,332 |
2,01,70,707 |
|
Provision for Tax & deferred Tax Assets |
24,70,000 |
4,45,000 |
|
Profit After Tax |
2,97,93,237 |
1,97,25,707 |
|
Balance brought forward |
29,35,69,911 |
27,33,65,611 |
|
Transfer to Special Reserve |
11,16,43,815 |
-- |
|
Balance Available for Appropriation |
21,17,19,333 |
29,30,91,318 |
|
Extra Ordinary Adjustments |
-- |
- |
|
Excess / (short) Provision for Tax |
(17,905) |
4,78,593 |
|
Adjustment for prior year |
-- |
- |
|
Balance Carried Forward |
21,17,37,238 |
29,35,69,911 |
Dividend
Directors have not recommended any dividend.
Directorsâ Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirm that -
a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;
b) appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS FOR 2017-2018
Industry Structure and development
The Non-banking Finance Companies (NBFCs) are strictly regulated by Reserve Bank of India by its guidelines and notifications. NBFCs, which are listed with stock exchange(s), are also subjected to stringent rules and regulations of the Securities and Exchange Board of India and Stock Exchanges.
Regulations
The Capital Market is regulated by stringent rules and regulations of the Securities & Exchange Board of India (SEBI) and the Stock Exchanges. Your Company being registered as Non-Banking Finance Company (NBFC) as also mainly engaged in investment in shares and securities, is subjected to stringent rules and regulations prescribed by SEBI and RBI.
Performance of the Company
Capital market remained steady throughout the year. This resulted in normal working of the Company and profit was in line with the expectation.
Total revenue including other income for the financial year ended 31st March, 2018 was Rs. 351.56 lacs compared to last year (Rs.234.32 lacs in the year 2016-17). Earnings before interest, tax, depreciation and amortization (EBITDA) was Rs. 322.45 lacs as against Rs. 201.71 lacs a year ago. Profit after tax for the year was Rs. 297.93 lacs as against Rs.197.26 lacs in 2016-17.
A sum of Rs. 1116.44 lacs was transferred to Reserve Fund in terms of Section 45 IC(1) of RBI Act, 1934 out of the Statement of Profit & Loss.
Material Changes and Commitment
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
On 31st December 2017 Poshika Advisory Services LLP and Mr. Sachindra Nath signed a âShare Purchase and Transfer of Control Agreement'' (SPA) with the existing Promoters of your Company to acquire Controlling Interest Pursuant to Regulations 3(1) and 4 read with Regulation 15 of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the new promoters will be making open offer to acquire 3,51,683 shares from the public at Rs.129/- per share.
Your Directors are of the view that the proposed change in management will enable your Company to improve its working by offering various value added financial services.
Loans, Guarantees and investments
The Company has not given any loan or guarantee. The Company has made investments in shares, securities and bonds, details of which are provided in the financial statements.
Opportunity and threats
The governments, both at central and state, are taking various steps to boost economy. This will encourage the healthy growth of Capital Market.
Future Outlook
The proposed change in Promoters of the Company and the proposal to infuse further fund by issuing capital on preferential basis will enable the Company to increase its business by offering various value added financial services and in turn increased the profitability of the Company.
Further, your Directors glad to state that effect of new tax regime viz. Good & Service Tax (GST) appears to be positive. GDP is expected to improve and expected to cross 7% in coming years. Considering positive effect on economy and capital market in general, your Directors are of the opinion that the future of your Company is well secured.
Conservation of Energy etc.
Since the Company is not engaged in any manufacturing activity, information as required under the provisions of Section 134 (3) (m) of the Act is not furnished. During the year under consideration, the Company did not earn nor spend any foreign exchange.
Corporate Governance
In line with the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is annexed, which forms part of this report. A certificate of CEO and CFO of the Company confirming the correctness of the financial and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed and forms part this Directors'' Report.
Transactions with related parties
None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Hence, information pursuant to Section 134(3) (4) of the Act read with relevant rules is not given.
Subsidiary Company
The Company does not have any subsidiary.
Consolidated Financial Statement
Since the Company does not have any subsidiary, joint venture or associates, consolidated accounts are not prepared.
Public Deposits
Your Company has not accepted any deposit from the public, its shareholders or employees during the year under review.
Directors and key managerial personnel
To comply with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. R.R. Chokhani shall retire by rotation in the ensuing annual general meeting. However, being eligible he offers himself for reappointment.
During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.
Mr. Sunil Sharma is the Chief Executive Officer, Mr. Manish Parikh is the Chief Finance Officer and Ms. Sweta V. Kumar, is the Company Secretary of the Company.
Nomination & Remuneration Policy pertaining to appointment of Director and senior managerial personnel is annexed to this report as Annexure I.
Declaration of Independence
All the independent directors have submitted declarations as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6) of the Act.
Number of meeting of the Board
Seven meetings of the Board of Directors and one meeting of Independent Directors were held during the year under review. Corporate Governance Report, which forms part of this report, contains the details about the Board meeting as also meeting attended by each Directors of the Company.
Board evaluation
Pursuant to the provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.
In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views of non-executive directors.
Policy on appointment of directors and remuneration as provided in Section 178(3) of the Companies Act, 2013 has been dealt with in the corporate governance report, which forms part of the Directors'' Report.
Audit Committee
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
Internal Control System
There are reasonable internal control systems at all levels in the Company. The Company has appointed M/s. Chajjed Kedia & Associates, Chartered Accountants, as Internal Auditors, who reports the Audit Committee.
Risk Management
The Company has Risk Management Committee. This committee is responsible for reviewing the risk management plan and its effectiveness. The audit committee also reviews the financial risk and its control. The management also continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action.
Employees
Information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended to this report as Annexure II and forms part of this report.
None of the employees of the Company was in receipt of a remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs per annum as required under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Auditors
According to Directors, there are no adverse remarks made by Statutory Auditors in their report. Notes to the accounts are self-explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.
M/s. B.M. Gattani & Company, Chartered Accountants, who were appointed as Statutory Auditors of the Company in the 24th Annual General Meeting to hold the office till 29th Annual General Meeting, has conveyed their decision to resign on conclusion of the ensuing 25th Annual General Meeting.
The Company has received a letter from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No.117366W/W-100018), confirming that they are eligible for appointment and have consented to act as Statutory Auditors, if appointed by the members of the Company. Your Directors propose to seek appointment of the Statutory Auditor for a term of five years.
Members are requested to appoint Auditors and fix their remuneration.
During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary for the financial year 2017-18. The report on the Secretarial Audit is appended as Annexure III to this report. According to the Board of Directors the report does not have any adverse remark.
Extract of Annual Return
An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is annexed to this report as Annexure IV and forms part of this report.
Internal Financial Controls
The Board of Directors has devised systems, policies and procedures / frameworks, which are currently operational within the company for ensuring the orderly and efficient conduct of its business, which includes adherence to company''s policies, safeguarding assets of the company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal controls systems to ensure they remain effective. These controls are reviewed at regular intervals.
Corporate Social Responsibility (CSR):
Brief outline on the Corporate Social Responsibility (CSR) Policy of the Company and the initiative undertaken by the Company on CSR activities during the year are set out in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed as Annexure V to this report. The said CSR Policy is hosted on the Company''s website.
Vigil Mechanism
The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy adopted by the Board of Directors is hosted on the website of the Company.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.
Details of significant and material orders passed by the regulators or courts or tribunals
During the year under review, there was no material and significant orders passed by any of the regulators or courts or tribunals impacting the going concern status and the Company''s operations.
Prevention of Sexual Harassment at Workplace
Since the Company does not have any woman employee, the provisions of the Sexual Harassment of Workmen at Workplace (Prevention, Prohibition and Redressal) Act,2013 does not apply.
Cautionary Statement
Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation to the Company''s Bankers and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.
For and on Behalf of the Board
Sd/-
RAMAKANT.R. CHOKHANI
Place: Mumbai (CHAIRMAN)
Date: May 29, 2018 (DIN: 00613176)
Mar 31, 2015
Dear Members,
The Directors are pleased to present their Twenty Second Annual Report
on the working of the Company together with the Audited Statements of
Accounts for the year ended 31st March, 2015.
Financial Results:
Current Year Previous Year
March 31, 2015 March 31, 2014
Profit before Interest & Depreciation 1,79,62,168 5,39,34,128
Interest Paid - -
Profit before Depreciation 1,79,62,168 5,39,34,128
Depreciation - -
Profit before Tax 1,79,62,168 5,39,34,128
Provision for Tax & Deferred
Tax Assets (13,08,000) (1,61,50,000)
Profit after Tax 1,66,54,168 3,77,84,128
Balance brought forward 22,85,33,717 19,07,49,588
Balance Available for Appropriation 24,51,87,886 22,85,33,717
Extra ordinary adjustment - -
Excess /(Short) Provision for Tax - -
Adjustment for prior year - -
Balance carried forward 24,51,87,886 22,85,33,717
Dividend
Directors have not recommended any dividend.
Directors'' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to be best of their knowledge, confirm that -
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure;
b) appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively;
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS FOR 2014-2015
Industry Structure and development
The Non-banking Finance Companies are strictly regulated by Reserve
Bank of India by its guidelines and notifications. Post general
election witnessed the improved sentiments of investors, resulting in
the steep increase in Sensex and Nifty.
Regulations
The Capital Market is regulated by stringent rules and regulations of
the Securities & Exchange Board of India (SEBI) and the Stock
Exchanges. As also, the Company being registered with the Reserve Bank
of India as Non-Banking Finance Company (NBFC), is also subjected to
strict rules and guidelines notified by the Reserve Bank of India from
time to time. This helps in reviving the trust of investors in Indian
market in time of crisis.
Performance of the Company
Total revenue including other income for the financial year ended 31st
March, 2015 was Rs.236.56 lacs, 61.67% lower compared to last year
(Rs.617.12 lacs in the year 2013-14). Earning before interest, tax,
depreciation and amortization (EBITDA) was Rs.179.62 lacs as against
Rs.539.34 lacs a year ago. Profit after tax for the year was Rs.166.54
lacs, a fall of 55.92% over the profit after tax of Rs.377.84 lacs in
2013-14.
No appropriation of profit is made and it is proposed to carry forward
the balance of Rs.166.54 lacs in the Profit & Loss account.
Loans, Guarantees and investments
The Company has not given any loan or guarantee. The Company has made
investments in shares, securities and bonds, details of which are
provided in the financial statements.
Opportunity and threats
The New Government is committed to encourage the healthy growth of
Capital Market for development of the Economy. The market regulators
are also concerned in regaining the confidence of investors, which is
adversely effected due to economic slowdown and scams.
Future Outlook
Your Directors are of the opinion that new government''s agenda of
development and creating jobs for young generation will stimulate the
growth. Considering the huge population and change in consumers''
spending pattern, Indian economy is bound to grow in coming years.
Conservation of Energy etc.
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 134 (3) (m) of
the Act is not furnished. During the year under consideration, there
were no foreign exchange earnings or outgo.
Corporate Governance
In line with the requirement of the Companies Act, 2013 as also amended
Clause 49 of the Listing Agreement, the Board of Directors has
constituted new committees. Details of these committees along with
their terms of reference, composition and meetings held during the
year, are provided in the Corporate Governance Report. During the year
the Company has also amended the existing policies and adopted new
policies such as CSR policies, Related Party Transaction Policies,
Whistle Blower Policies.
A separate report on Corporate Governance is annexed, which forms part
of this report. A certificate of CEO and CFO of the Company confirming
the correctness of the financial and cash flow statements, adequacy of
the internal control measures and reporting of matters to the Audit
Committee is also annexed and forms part this Directors'' Report.
Transactions with related parties
None of the transactions with related parties falls under the scope of
Section 188(1) of the Companies Act, 2013. Information on transactions
with related parties pursuant to Section 134 (3)(h) of the Act read
with rule 8(2) of the Companies (Accounts) Rules,2014 are given in
Annexure I in Form AOC-2 and the same forms part of this report. The
Company does not have any subsidiary.
Directors and key managerial personnel
Pursuant to the provisions of Section 149 of the Companies Act, 2013,
which came into effect from 1st April,2014, the Directors had reviewed
the composition of its Board and had identified Mr. Pravin Gutpa and
Mr. Rajesh Chokhani as independent directors. The terms of appointment
of Mr. Pravin Gupta had expired and was re-appointed as an independent
director for a period of five years. Mr. Rajesh Chokhani''s terms as
director shall expire in the ensuing Annual General Meeting. He is
entitled for re-appointment for a further on term of five years. The
Company has received a notice alongwith a refundable deposit of Rs.
1,00,000/- in pursuance to the provisions of Section160 of the Act
proposing the appointment of Mr. Rajesh Chokhani as Director.
The Board of Directors in its meeting held on February 2, 2015 had
appointed Mrs. Jyoti Jain as an Additional Director. Pursuant to the
provisions of Section 160 of the Act, Mrs. Jain would be vacating the
office as Director. The Company has received a notice under Section 160
of the Act along with refundable deposit of Rs.1,00,000/- proposing the
appointment of Mrs. Jyoti Jain.
Mr. Ramakant R. Chokhani shall retire by rotation at the ensuing Annual
General Meeting and being eligible has offered himself for
re-appointment.
Nomination & Nomination Policy pertaining to appointment of Director
and Sr. Managerial personnel in annexed to this report as Annexure -
II.
During the year under review, none of the non-executive directors had
any pecuniary relationship or transactions with the Company.
Mr. Prashant Solanki was appointed as Chief Executive Officer and Mr.
Manish Parikh was appointed as Chief Finance Officer w.e.f. March 5,
2015. The Ramakant R. Chokhani was appointed as Company Secretary.
Number of meeting of the Board
Six meetings of the Board were held during the year under review.
Corporate Governance Report, which forms part of this report, contains
the details about the Board meeting as also meeting attended by each
Directors of the Company.
Board evaluation
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement with the BSE Ltd., the Board of Directors had done the annual
evaluation of its own performance, its committees and individual
directors. The Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of criteria such
as the contribution of the individual director to the Board and
committee meetings.
In a separate meeting of independent directors, performance of
non-independent directors, performance of the Board as a whole was
evaluated, taking into account the views of executive directors and
non-executive directors.
Policy on appointment of directors and remuneration as provided in
Section 178(3) of the Companies Act, 2013 has been dealt with in the
corporate governance report, which forms part of the Directors'' Report.
Audit Committee
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
Internal Control System
There are reasonable internal control systems at all levels in the
Company. The Company has appointed M/s. Chajjed Kedia & Associates,
Chartered Accountants, as Internal Auditors, who reports the Audit
Committee.
Risk Management
The Company has Risk Management Committee. This committee is
responsible for reviewing the risk management plan and its
effectiveness. The audit committee also reviews the financial risk and
its control. The management also continuously access the risk involved
in the business and all out efforts are made to mitigate the risk with
appropriate action.
Employees:
Information required under Section 197 of the Act read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are appended to this report as Annexure III and forms part
of this report.
Auditors:
According to Directors, there are no adverse remarks made by Statutory
Auditors in their report. Notes to the accounts are self explanatory to
comments/observation made by the auditors in their report. Hence, no
separate explanation is given.
M/s P. C. Ghadiali & Co LLP Chartered Accountants, Statutory Auditors
of your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
During the year, Secretarial Audit was carried out by Mr. Upendra C.
Shukla, Practising Company Secretary for the financial year 2014-15.
The report on the Secretarial Audit is appended as Annexure IV to this
report. According to the Board of Directors the report does not have
any adverse remark.
Extract of Annual Return
An extract of Annual Return in Form MGT-9 in pursuance to the
provisions of Section 92(3) of the Companies Act, 2013 is annexed to
this report as Annexure V and forms part of this report.
Corporate Social Responsibility (CSR):
Brief outline on the Corporate Social Responsibility (CSR) Policy of
the Company and the initiative undertaken by the Company on CSR
activities during the year are set out in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and is
annexed as Annexure VI to this report. The said CSR Policy is hosted on
the Company''s website.
Cautionary Statement
Statements in the Annual Report, particularly those which relate to
Management Discussion and Analysis may constitute forward looking
statements within the meaning of applicable laws and regulations.
Although the expectations are based on the reasonable assumption, the
actual results might differ.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation
to the Company''s Bankers and all the staff members for their unstinted
support. Your directors also wish to thank the shareholders for
confidence reposed in the management of the Company.
For and on behalf of the Board of Directors of
Chokhani Securities Limited
Sd/-
Place: Mumbai Mr. Ramakant R. Chokhani
Date: 29.05.2015 Chairman
Mar 31, 2014
The Directors are pleased to present their Twenty first Annual Report
on the working of the Company together with the audited statements of
accounts for the year ended 31st March, 2014.
Financial Results:
Current Year Previous Year
March 31, 2014 March 31, 2013
Profit before Interest & Depreciation 53,934,128 25,396,313
Interest Paid - -
Profit before Depreciation 53,934,128 25,396,313
Depreciation - -
Profit before Tax 53,934,128 25,396,313
Provision for Tax & Deferred
Tax Assets (16,150,000) (8,435,000)
Profit after Tax 37,784,128 16,961,313
Balance brought forward 190,749,588 173,996,372
Balance Available for Appropriation 228,533,717 190,957,685
Extra ordinary adjustment - -
Excess /(Short) Provision for Tax - (208,097)
Adjustment for prior year - -
Balance carried forward 228,533,717 190,749,588
Dividend:
Directors have not recommended any dividend.
Performance of the Company:
The Company recorded the total income of Rs.617.12 Lacs against 418.70
Lacs in the previous year. The pre-tax profit was also higher at
Rs.539.34 lacs as against Rs.253.96 Lacs in the last year.
Your Directors are glad to report that in spite of adverse economic
situation the performance of the company was good.
Directors'' Responsibility Statement:
The Directors hereby confirm that:
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure.
b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
Conservation of Energy etc.:
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1) (e) of
the Act is not furnished. During the year under consideration, there
was no foreign exchange earning or outgo.
Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules made there under.
Directors:
To comply with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Yogesh Raja shall retire by
rotation and being eligible offers himself for re- appointment. It is
also proposed to seek appointment of Mr. Pavin Gupta as an Independent
Director for a period of three years.
Auditors:
Notes to the accounts are self explanatory to comments/observation made
by the auditors in their report. Hence, no separate explanation is
given.
M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Compliance Report:
The Company has received a Compliance Report under the provisions of
Section 383A of the Companies Act, 1956 from Mr. Upendra Shukla,
Practicing Company Secretary. The said report is annexed and forms part
of this report.
Corporate Governance:
As required under clause 49 of the Listing Agreement a report on
Corporate Governance and Auditors'' Certificate thereon are annexed.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation
to the Company''s Bankers and all the staff members for their unstinted
support. Your directors also wish to thank the shareholders for
confidence reposed in the''management of the Company.
For and on Behalf of the Board
Sd/-
Mr. Ramakant R Chokhani
Chairman
Place: Mumbai
Date: May 28, 2014
Mar 31, 2013
The Members,
The Directors are pleased to present their Twentieth Annual Report on
the working of the Company together with the audited statements of
accounts for the year ended 31st March, 2013.
Financial Results:
Current Year Previous Year
March 31, 2013 March 31, 2012
Profit before Interest & Depreciation 25,396,313 15,616,346
Interest Paid - -
Profit before Depreciation 25,396,313 15,616,346
Depreciation - -
Profit before Tax 25,396,313 15,616,346
Provision for Tax & Deferred Tax Assets (8,435,000) (4,560,000)
Profit after Tax 16,961,313 11,056,346
Balance brought forward 173,996,372 162,961,107
Balance Available for Appropriation 190,957,685 174,017,453
Extra ordinary adjustment - -
Excess /(Short) Provision for Tax (208,097) (21,081)
Adjustment for prior year - -
Dividend:
Directors have not recommended any dividend.
Performance of the Company:
The Company recorded the total income of Rs.418.70 lacs as against Rs.
194.98 Lacs in the previous year. The pre-tax profit was also higher at
Rs.253.96 lacs as against Rs.156.16 lacs in the last year.
Directors'' Responsibility Statement:
The Directors hereby confirm that:
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure.
b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
Conservation of Energy etc.:
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1) (e) of
the Act is not furnished. During the year under consideration, there
was no foreign exchange earning or outgo.
Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules made there under.
Directors:
To comply with requirement of the Companies Act, 1956 and the Articles
of Association of the Company Mr. Rajesh Chokhani shall retire by
rotation and being eligible offers himself for re-appointment
Auditors:
M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Compliance Report:
The Company has received a Compliance Report under the provisions of
Section 383A of the Companies Act, 1956 from Mr. Upendra Shukla,
Practicing Company Secretary. The said report is annexed and forms part
of this report.
Corporate Governance:
As required under clause 49 of the Listing Agreement a report on
Corporate Governance and Auditors'' Certificate thereon are annexed.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation
to the Company''s Bankers and all the staff members for their
unstinted support. Your directors also wish to thank the shareholders
for confidence reposed in the management of the Company.
For and on Behalf of the Board
Sd/-
Mr. Ramakant R Chokhani
Chairman
Place: Mumbai
Date: May 28, 2013
Mar 31, 2012
The Directors hereby present their Nineteenth Annual Report on the
working of the Company together with the audited statements of accounts
for the year ended 31st March, 2012.
Financial Results:
Current Year Previous Year
March 31,
2012 March 31, 2011
Profit before Interest & Depreciation 1,56,16,346 66,88,468
Interest Paid - -
Profit before Depreciation 1,56,16,346 66,88,468
Depreciation - -
Profit before Tax 1,56,16,346 66,88,468
Provision for Tax & Deferred Tax Assets (45,60,000) (11,61,024)
Profit after Tax 1,10,56,346 55,27,444
Balance brought forward 16,29,61,107 15,74,33,658
Balance Available for Appropriation 17,40,17,453 16,29,61,107
Extra ordinary adjustment - -
Excess /(Short) Provision for Tax (21,081) -
Adjustment for prior year - -
Balance carried forward 17,39,96,372 16,29,61,107
Dividend:
Directors have not recommended any dividend.
Performance of the Company:
The Company recorded the total income of Rs 194.98 Lacs as againstRs
81.89 Lacs in the previous year. The pre-tax profit for the year was
Rs 156.16 Lacs as compared to Rs 66.88 Lacs last year, Increase in
profit is mainly on account of favorable market sentiments last year.
MANAGEMENT DISCUSSION AND ANALYSIS FOR 2011-2012.
Industry Structure and development
The performance of Sensex and Nifty during the entire FY12 was at
-10.49% and -9.22%, respectively. The year gone by saw high interest
rates, rising cost of imported fuel, moderating economy and a volatile
political environment, which contributed to the dull market
performance.
The Indian Economy has shown GDP of 8.2% during the year 2011-12 which
is reflected into the earnings & profits of the Companies.
Regulations
The Capital Market is regulated by stringent rules and regulations of
the Securities & Exchange Board of India (SEBI) and the Stock
Exchanges.
Opportunity and threats
The Government is committed to encourage the healthy growth of Capital
Market for development of the Economy. The Governments incremental
expenditure on infrastructure & agriculture will boost the economy.
However, recent steps to combat the inflation by increasing the bank
rate and CRR by RBI from time to time may affect the market sentiments.
Future Outlook
You''re Directors foresee coming year will be a challenging year. Recent
steps by Govt & RBI to combat inflation will adversely affect both
economy and company''s profitability in years to come.
Internal Control System
There are reasonable internal control systems at all levels in the
Company.
Risk Management
The management continuously access the risk involved in the business
and all out efforts are made to minimize the risk.
Directors'' Responsibility Statement:
The Directors hereby confirm that:
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure.
b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
Conservation of Energy etc.:
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1) (e) of
the Act is not furnished. During the year under consideration, there
was no foreign exchange earning or outgo.
Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules made there under.
Directors:
The Board of Directors in its meeting held on 31st January, 2012 had
appointed Mr. Pravin Gupta as Additional Director, who will be vacating
the office in the forthcoming annual general meeting.
The Company has received a notice under Section 257 of the Companies
Act, 1956 signifying the intention of proposing the appointment of Mr.
Raja as Director. Mr. Yogesh Raja is a Commercial Graduate and has pass
CA Inter. He has more than 12 years experience in finance and
accounting.
To comply with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Ramakant Chokhani shall
retire by rotation and being eligible offers herself for re-
appointment.
Auditors:
M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Corporate Governance:
As required under clause 49 of the Listing Agreement a report on
Corporate Governance and Auditors'' Certificate thereon are annexed.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation
to the Company''s Banker, registrars and all the staff members for
their unstinted support. Your directors also wish to thank the
shareholders for confidence reposed in the management of the Company.
For and on Behalf of the Board
Sd/-
Mr. Ramakant R Chokhani
Chairman
Place: Mumbai
Date: July 13, 2012
Mar 31, 2011
The Directors hereby present their Eighteeenth Annual Report on the
working of the Company together with the audited statements of accounts
for the year ended 31st March, 2011.
Financial Results:
Current
Year Previous Year
31.03.2011 31.03.2010
Profit before Interest &
Depreciation 66,88,468 48,16,737
Interest Paid 0 0
Profit before Depreciation 66,48,468 48,16,737
Depreciation 0 2809
Profit before Tax 66,88,468 48,13.928
Provision for Tax & -11,61,024 -4992
Deferred Tax Assets -
Profit after Tax : 55,27,444 48,21,729
Balance brought forward 15,74,33,662 15,28,31,471
Balance Available for Appropriation 16,29,61,107 15,76,53,200
Extra ordinary adjustment 0
Excess /(Short) Provision for Tax (219538)
Adjustment for prior
year
Balance carried forward 16,29,61,107 15,74,33,662
Dividend:
Directors have not recommended any dividend.
Performance of the Company:
The Company recorded the total income of Rs.81.90 lacs as against
Rs.64.45 lacs in the previous year, a jump of 27%. The pre-tax profit
for the year was Rs.66.88 lacs, higher by 39% compared to Rs 48.16 lacs
last year, Increase in profit is mainly on account of bullish market
sentiments last year which has favored shares and securities business.
Directors Responsibility Statement:
The Directors hereby confirm that:
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure.
b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
Conservation of Energy etc.
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1)(e) of
the Companies Act 1956 is not furnished. During the year under
consideration, there was no foreign exchange earning or outgo.
Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules made there under.
Directors:
To comply with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Rajesh Chokhani shall
retire by rotation and being eligible offers herself for
re-appointment.
Auditors:
M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Corporate Governance:
As required under clause 49 of the Listing Agreement a report on
Corporate Governance and Auditors Certificate thereon are annexed.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation
to the Companys Banker, registrars and all the staff members for their
unstinted support. Your directors also wish to thank the shareholders
for confidence reposed in the management of the Company.
For and on Behalf of the Board
Sd/-
Mr. Ramakant R Chokhani
Chairman
Place: Mumbai
Date: June 3, 2011
Mar 31, 2010
The Directors hereby present their Seventeenth Annual Report on the
working of the Company together with the audited statements of accounts
for the year ended 31st March, 2010.
Financial Results:
Current Year Previous Year
31.03.2010 31.03.2009
Profit before Interest
& Depreciation 4,816,737 4,790,395
Interest Paid 0 0
Profit before Depreciation 4,816,737 4,790,395
Depreciation 2,809 3,446
Profit before Tax 4,813,928 4,786,949
Provision for Tax (4,992) 28,950
Deferred Tax Assets
- Fringe Benefit Tax
Profit after Tax 4,821,729 4,757,999
Balance brought forward 152,831,471 148,146,268
Balance Available for
Appropriation 157,653,200 152,904,267
Extra ordinary adjustment (219,538) (72,796)
Excess /(Short) Provision for Tax
Adjustment for prior year
Balance carried forward 157,433,662 152,831,471
Dividend:
Directors have not recommended any dividend.
Performance of the Company:
During the year capital market bounced back in view of revival of
economy. The Indian economy recover faster than American and European
economy, thanks to the timely measures taken by the government. The
management remained cautious to avert any unforeseen loss.
The total income and pretax profit both were marginally higher compared
to previous year. The company earned total income at Rs.64.45 lacs and
made a pre-tax profit of Rs.48.14 lacs as against Rs.62.93 lacs and
Rs.47.87 lacs respectively in the_previous year.
MANAGEMENT DISCUSSION AND ANALYSIS FOR 2009-2010 Industry Structure and
development:
The Indian Markets is globalised and influenced much more by global
development rather domestic influence. The global economy ,melt down
witnessed in the year 2008-2009 had a very great impact on sentiments
of investors. The various measures taken by the_govemment of India no
doubt helped the economy to revive, sentiments of retail investors
remain subdue. Institutional investor also were extra vigent to avoid
loss.
Regulations
The Capital Market is regulated by stringent rules and regulations of
the Securities & Exchange Board of India (SEBl) and the Stock
Exchanges.
Opportunity and threats
Inspite of global slow down and inflation, the fundamentals of Indian
economy at macro level are strong, supported by large domestic demand
and strongly regulated banking system. Commitment of the Government to
speed up reforms with timely measures will stimulate the healthy growth
of capital market. The governments incremental expenditure en
infrastructure and agriculture will boost the economy.
Directors foresee following threats/concerns for the markets:
1. Slow recovery of global economy may have adverse effect on Indian
economy.
2. Dismal performance of exports and falling prices of metals in
international market have adverse effect on Indian industry.
3. Reduced volume and leverage business into the market due to absence
of retail participants.
Future Outlook
Your Directors are of the opinion that worse is over and revival is
eminent globally though slow. The Company will be able to sustain
income and profit in current year. The management is making all out
efforts to enter into new fields such as wealth management, PMS, etc.
Internal Control System
There are reasonable internal control systems at all levels in the
Company.
Risk Management
The management continuously access the risk involved in the business
and all out efforts are made to minimize the risk.
Directors Responsibility Statement:
The Directors hereby confirm that:
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure.
b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) Proper and sufficient care" has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
Conservation of Energy etc.
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1)(e) of
the Act is not furnished. During the year under consideration, there
was no foreign exchange earning or outgo. , "
Employees:
None of the employees of the Company was in receipt of remuneration fn
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules made there under.
Directors:
Mrs. Neelam Chokhani resigned as Director on 12/04/2010 due to her
pre-occupation. Mrs. Chokhani was associated with the Company since its
inception. The Board of Directors places on record their deep sense of
appreciation for the valued services rendered by her.
To comply with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company i Mr. U.C. Shukla shall retire
by rotation and being eligible offers himself for re-appointment.
Auditors:
M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Compliance Report
Pursuant to Section 383A of the Companies Act, 1956 the Company has
obtained a Compliance Report from M/s. Devendra Soni & Associates,
Company Secretaries. The said report is annexed and forms part of this
Directors.Report.
Corporate Governance:
As required under clause 49 of the Listing Agreement, a report on
Corporate Governance and Auditors Certificate thereon are annexed.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation
to the Companys Banker, registrars and all the staff members for their
unstinted support. Your directors also wish to thank the shareholders
for confidence reposed in the management of the Company.
Place: Mumbai
Date: June 1,2010 For and on Behalf of the Board
Sd/-
Mr. Ramakant R Chokhani
Chairman
Mar 31, 2009
The Directors hereby present their Sixteenth Annual Report on the
working of the Company together with the
audited statements of accounts for the year ended 31st March, 2009.
Financial Results:
Current Year Previous Year
31.03.2009 31.03.2008
Profit before Interest &
Depreciation 4,790,395 3,91,37,536
Interest Paid 0 0
Profit before Depreciation 4,790,395 3.91,37,536
Depreciation 3,446 4,298
Profit before Tax 4,786,949 3,91,33,238
Provision for Tax 28,950 17,199
Deferred Tax Assets
Fringe Benefit Tax
Profit after Tax 4,757,999 3,91,16,039
Balance brought forward 148,146,268 10,91,67338
Balance Available for
Appropriation 152,904,267 14,82,83,377
Extra ordinary adjustment (72,796) (1,37,110)
Excess /(Short) Provision
for Tax
Adjustment for prior year
Balance carried forward 152,831,471 14,81,46,267
Dividend:
Directors have not recommended any dividend.
Performance of the Company:
Your Directors regret to inform that the entire financial year
witnessed a bearish situation mainly due to economic slow down in
America and other European Counties. This was fueled by insolvency of
Banks in these countries. All these factors severely affected the
sentiments of investors in India resulting in very low volume of trade.
Withdrawal of STT by government continue to adversely affect our
business.
The Company recorded the gross income of Rs. 183.45 lacs as against Rs.
571.18 lacs in the previous year. The pre-tax profit for the year was
Rs. 47.86 lacs, lower by 87.77% compared to Rs.391.33 lacs last year,
decrease in profit is mainly on account bearish market for major part
of the year which has affected shares and securities business.
MANAGEMENT DISCUSSION AND ANALYSIS FOR 2008-2009
Industry Structure and development:
As stated earlier also by the Board in its report, the Indian Markets
is no more domestic and is highly influenced by the global
developments. The slow down of American economy due to sub-prime
problems and fall of Repo Rates adversely affected the sentiments of
investors. This has resulted in sharp fall of Sensex and trading
volumes. A fear of stagflation in economic growth is prevailing.
Regulations
The Capital Market is regulated by stringent rules and regulations of
the Securities & Exchange Board of India (SEBI) and the Stock
Exchanges.
Opportunity and threats
Inspite of global slow down and inflation, the fundamentals of Indian
economy at macro level are strong, supported by large domestic demand
and strongly regulated banking system. A stable government in Central
and its commitment to speed up reforms will encourage the healthy
growth of Capital Market. The Governments incremental expenditure on
infrastructure and agriculture will boost the economy.
Directors foresee following threats/ concerns for the markets:
1. Global recession/meltdown has adverse effect on Indian economy.
2. Dismal performance of exports and falling prices of metals in
international market have adverse effect on Indian industry.
3. Reduced volume and leverage business into the market due to absence
of retail participants.
Future Outlook
Your Directors are very much concerned due to withdrawal of STT rebate,
which will adversely affect profitability. However, the Company is in
process of exploring other business avenues and is in process of
entering in other financial activities like Broking, Wealth Management,
Insurance, PMS, etc. by organically and / or inorganically
Internal Control System
There are reasonable internal control systems at all levels in the
Company.
Risk Management
The management continuously access the risk involved in the business
and all out efforts are made to minimize the risk.
Directors Responsibility Statement:
The Directors hereby confirm that:
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure.
b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates thai are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
Conservation of Energy etc.
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1)(e) of
the Act is not furnished. During the year under consideration, there
was no foreign exchange earning or outgo.
Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules made there under.
Directors:
Mr. Suresh Saharia resigned w.e.f. 05.06.2009 due to his preoccupation.
Board accepted his resignation & is thankful to him for valuable
services rendered.
To comply with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company Mrs. Neelam R. Chokhani shall
retire by rotation at the forthcoming annual general meeting and being
eligible offers herself for re-appointment.
Auditors:
M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Compliance Report:
Pursuant to Section 383A of the Companies Act, 1956 the Company has
obtain a Compliance Report from M/S. Devendra Soni & Associates,
Company Secretaries. The said report is annexed and forms part of this
Directors Report.
Corporate Governance:
As required under clause 49 of the Listing Agreement a report on
Corporate Governance and Auditors Certificate thereon are annexed.
Acknowledgement:
Your Directors wish to place on record their deep sense of appreciation
to the Companys Bankers, registrars and all the staff members for
their unstinted support. Your Directors also wish to thank the
shareholders for confidence reposed in the management of the Company.
For and on Behalf of the Board
Place : Mumbai Sd/-
Date : 05th June, 2009 Mr. Ramakant R Chokhani
Chairma
Mar 31, 2008
The Directors hereby present their Fifteen Annual Report on the
working of the Company together with the audited statements of accounts
for the year ended 31st March, 2008.
Financial Results: Current Year Previous Year
31.03.2008 31.03.2007
Profit before Interest & Depreciation 3,91,37,536 2,28,41,887
Interest Paid 0 1,04,311
Profit before Depreciation 3,91,37,536 2,27,37,576
Depreciation 4,298 5,460
Profit before Tax 3,91,33,238 2,27,32,116
Provision for Tax 17,199 (10,008)
Deferred Tax Assets - -
Fringe Benefit Tax
Profit after Tax 3,91,16,039 2,27,42,124
Balance brought forward 10,91,67,338 8,63,74,059
Balance Available for Appropriation 14,82,83,377 10,91,16,183
Extra ordinary adjustment (1,37,110)
Excess /(Short) Provision for Tax 19,155
Adjustment for prior year 32,000
Balance carried forward 14,81,46,267 10,91,67,338
Dividend:
Directors have not recommended any dividend.
Performance of the Company:
The market was bullish up to first nine months of the current financial
year. However, slow down of American economy adversely affected the
sentiments of the entire investment community in India. This has
resulted in substantial fall in Sensex and reduced volume of trade both
in BSE and NSE.
The Company recorded the gross income of Rs.571.18 lacs as against
Rs.340.85 lacs in the previous year, a jump of 67.57%. The pre-tax
profit for the year was Rs.391.33 lacs, higher by 72.14% compared to
Rs.227.32 lacs last year, Increase in profit is mainly on account
bullish market for major part of the year which has favoured shares and
securities business.
MANAGEMENT DISCUSSION AND ANALYSIS FOR 2007-2008. Industry Structure
and development:
The Indian Markets is no more domestic and is highly influenced by the
global developments. The slow down of American economy due to sub-prime
problems and fall of Repo Rates adversely affected the sentiments of
investors. This is further fueled by recent price rise in petroleum
products. This has resulted in sharp fall of Sensex and trading
volumes. A fear of inflation and stagnation in economic growth is
prevailing.
Regulations
The Capital Market is regulated by stringent rules and regulations of
the Securities & Exchange Board of India (SEBI) and the Stock
Exchanges.
Opportunity and threats
Inspite of global slow down and inflation, the fundamentals of Indian
economy at macro level are strong as depicted high GDP growth rate. The
Government is committed to encourage the healthy growth of Capital
Market for development of the economy. The Governments incremental
expenditure on infrastructure and agriculture will boost the economy.
Directors forsee following threats/ concerns for the markets:
1. Recent increase in petro products has fuelled inflationary
pressures in the economy.
2. Growth is hampered due to expected political instability at the
centre.
3. Global meltdown due to sub-prime concerns in developed economies
has hampered inflows into our market.
4. Reduced volume and leverage business into the market due to absence
of retail participants.
Future Outlook
Your Directors are very much concerned due to withdrawal of STT rebate
in recent budget, which will adversely affect profitability. However,
the Company is in process of exploring other business avenues and is in
process of entering in other financial activities like Broking, Wealth
Management, Insurance, PMS, etc. by organically and / or inorganically.
Internal Control System
There are reasonable internal control systems at all levels in the
Company.
Risk Management
The management continuously access the risk involved in the business
and all out efforts are made to minimize the risk.
Directors Responsibility Statement:
The Directors hereby confirm that:
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure.
b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
Conservation of Energy etc.
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1)(e) of
the Act is not furnished. During the year under consideration, there
was no foreign exchange earning or outgo.
Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules made there under.
Directors:
The Board of Directors in its meeting held on 06th June, 2008 appointed
Mr. Mohan Ahuja as Additional Director. Pursuant to Section 260 of the
Companies Act, 1956 Mr. Mohan Ahuja shall relinquish the offices at the
forthcoming Annual General Meeting. The Company has received a notice
from one of its members under Section 257 of the Act along with
refundable deposits, signifying intention of proposing the appointment
of Mr. Mohan Ahuja as Director.
Mr. Mohan Ahuja is a Chartered Accountant as well as Cost Accountant
and has about two decades experience in finance and capital market.
Your Directors are of the view that the association of Mr. Mohan Ahuja
as Director will be in the interest of the Company.
To comply with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Rajesh Chokhani shall
retire by rotation at the forthcoming annual general meeting and being
eligible offers himself for re-appointment.
Auditors:
M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Corporate Governance:
As required under clause 49 of the Listing Agreement a report on
Corporate Governance and Auditors Certificate thereon are annexed.
Acknowledgement:
Your Directors wish to place on record their deep sense of appreciation
to the Companys Bankers, registrars and all the staff members for
their unstinted support. Your Directors also wish to thank the
shareholders for confidence reposed in the management of the Company.
Place: Mumbai
Date : June 6, 2008 For and on Behalf of the Board
Soy- Mr. Ramakant R Chokhani
Chairman
Mar 31, 2007
The Directors hereby present their Fourteen Annual Report on the
working of the Company together with the audited statements of accounts
for the year ended 31* March, 2007.
Financial Results:
Currant Year Previous Year
31.03.2007 31.03.2006
Profit before Interest &
Depreciation 2,28,41,887 63,86,463
Interest Paid 1,04,311 45,550
Profit before Depreciation 2,27,37,576
Depreciation 5,460 7,097
Profit before Tax 2,27,32,116 63,33,816
Provision for Tax (10,008) 1,30,100
Deferred Tax Assets - 18,160.00
Fringe Benefit Tax - 8,152.00
Profit after Tax 2,27,42,124 62,03.716
Balance brought forward 8,63,74,059 8,01,74,816
Balance Available for
Appropriation 10,91,16,183 8,63,78,532
Extra ordinary adjustment
Excess/(Short) Provision for Tax 19,155 (4,473)
Adjustment for prior year 32,000 -
Balance carried forward 10,91,67,338 8.63,74,059
Dividend:
Directors have not recommended any dividend.
Performance of the Company:
The market remain bullish through out the year.
The Company recorded the gross income of Rs.340.85 lacs as against
Rs.112.51 lacs in the previous year, a jump of 302.95%. The pre-tax
profit for the year was Rs.227.32 lacs, higher by 359.10% compared to
Rs.63.33 lacs last year.
MANAGEMENT DISCURSSION AND ANNALYSIS FOR 2006-2007.
Industry Structure and development:
Robust growth of Indian economy kept the sentiments of industry very
ammusing. The market remained bullish. Though the market was volatile,
it did not have much adverse effect on market arbitrage and derivatives
trading.
Regulations
The Capital Market is regulated by stringent rules and regulations of
the Securities & Exchange Board of India (SEBI) and the StocK
Exchanges.
Opportunity and threats
The Government is committed to encourage the healthy growth of Capital
Market for development of the Economy. The Governments incremental
expenditure on infrastructure & agriculture will boost the economy.
However, recent correction to combat the inflation by increasing the
bank rate and CRR may affect the market sentiments.
Future Outlook
Your Directors for see a bright future. However due to high inflation
and hike in CRR rate and fall in dollar rate
Directors foresee comparatively mix trend for both economy and
companys profitability in year to come.
Internal Control System
There are reasonable internal control systems at all levels in the
Company.
Risk Management
The management continuously access the risk involved in the business
and all out efforts are made to minimize the risk.
Directors Responsibility Statement:
The Directors hereby confirm that:
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure.
b) Appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
Conservation of Energy etc. Since the Company is not engaged in any
manufacturing activity, information as required under the provisions of
Section 217(1 )(e) of the Act is not furnished. During the year under
consideration, there was no foreign exchange earning or outgo.
Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules made there under.
Directors:
The Board of Directors in its meeting held on 06th July, 2007 appointed
Mr. Suresh Saharia and Mr. U.C. Shukla as additional Directors.
Pursuant to Section 260 of the Companies Act, 1956 both Mr. Saharia and
Mr. Shukla shall relinquish their respective offices at the forthcoming
Annual General Meeting. The Company has received notices from of its
members under Section 257 of the Act along with refundable deposits,
signifying their intention of proposing their appointments as
Directors.
Mr. Suresh Saharia is a Chartered Accountant and has about two decades
experience in finance and capital market. Mr. U.C. Shukla is a
practicing Company Secretary and has experience in corporate laws.
The Board of Directors is of the view that the association of Mr.
Suresh Saharia aryd Mr. U.C. Shukla as Directors will be in the
interest of the Company.
Mr. Shrikant Chaturvedi and Mr. Yogesh Raja resigned from the Board as
Directors on 06th July, 2007. The Board of Directors places on record
their deep sense of appreciation for the valued services and guidance
received from both Mr. Chaturvedi and Mr. Raja.
To comply with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company Mrs. Neelam R. Chokhani shall
retire by rotation and being eligible offers herself for
re-appointment.
Auditors:
M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Corporate Governance:
As required upder clause 49 of the Listing Agreement a report on
Corporate Governance and Auditors Certificate thereon are annexed.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation
to the Companys Banker, registrars and all the staff members for their
unstinted support. Your directors also wish to thank the shareholders
for confidence reposed in the management of the Company.
Place: Mumbai
Date: July 6,2007 For and on Behalf of the Board
Sd-
Mr. Ramakant R Chokhani
Chairman
Mar 31, 2006
Your Directors hereby present their Thirteenth Annual Report on the
working of the Company together with the audited statements of accounts
for the year ended 31st March, 2006.
Financial Results:
Current Year Previous Year
31.03.2006 31.03.2005
Profit before Interest & Depreciation 63,86,463.00 72,77,515.00
Interest Paid 45,550.00 NIL
Profit before Depreciation 63,40,913.00 72,77,515.00
Depreciation 7097.00 9470.00
Profit before Tax 63,33,816.00 72,68,045.00
Provision for Tax 1,30,100.00 8,41,000.00
Current tax 100000 -
Deferred tax 11500 -
Fringe Benefit tax 15100 -
Profit after Tax 62,03,716.00 64,27,045.00
Balance brought forward 801,74,816.00 7,37,68,655.00
Extra ordinary adjustment (4473) NIL
Appropriations NIL NIL
Balance carried forward 8,63,74,059.00 8,01,74,816.00
Dividend:
Directors have not recommended any dividend, Performance of the
Company:
Due to increased competition from FII/Mutual funds the arbitrage margin
was under pressure. Though the gross income for the year under review
was higher compared to previous year. The company earned lower pre tax
profit due to steef increase in STT and administrative expenses. The
total income for the year are Rs. 112.50 lakhs as against Rs. 92.90
lakhs in previous year and pre tax profit was Rs.63..33 lakhs as
against Rs.72.68 lakhs for the last year.
MANAGEMENT DISCUSSION AND ANALYSIS FOR 2005-2006.
Industry Structure and development:
High volatility in the stock prices and depressed margins in arbitrage
and derivatives trading effects profitability of the Company, In such
situation the Company has to act very cautiously.
Regulations
The Capital Market is regulated by stringent rules and regulations of
the Securities & Exchange Board of India (SEBI) and the Stock
Exchanges.
Opportunity and threats
The Government is committed to encourage the healthy growth of Capital
Market for development of the Economy. The Governments incremental
expenditure on infrastructure & agriculture will boost the economy.
Future Outlook
Your Directors forsee a bright future. Directors forsee a bulish trend
for both economy and capital market in year to come.
Internal Control System
There are reasonable internal control systems at all levels in the
Company.
Directors Responsibility Statement:
The Directors hereby confirm that:
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure.
b) appropriate accounting policies have been selected and applied
consistently and have made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis.
Conservation of Energy etc.
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(l)(e) of
the Act is not furnished. During the year under consideration, there
was no foreign exchange earning or outgo.
Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules made thereunder.
Directors:
To comply with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Yogesh Raja retires by
rotation and being eligible offers himself for re-appointment.
Auditors:
M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Corporate Governance :
As required under clause 49 of the Listing Agreement a report on
Corporate Governance alongwith Management discussion & analysis and
Auditors Certificate are annexed.
Acknowledgement:
The Directors wish to place on record their deep sense of appreciation
to the Companys Banker, registrars and all the staff members for their
unstinted support. Your directors also wish to thank the shareholders
for confidence reposed in the management of the Company.
Place: Mumbai
Date: June 23, 2006. For and on Behalf of the Board
Sd/-
Mr. Ramakant R Chokhani
Chairman
Mar 31, 2005
The Members,
The Directors hereby present their Twelveth Annual Report on the
working of the Company together with the audited statement of accounts
for the year ended 31st March, 2005.
Financial Results Current Year Previous Year
31.03.2005 31.03.2004
Profit before
Interest & Depreciation 72,77,515.00 2,13,28,212.00
Interest Paid Nil Nil
Profit before Depreciation 72,77,515.00 2,13,28,212.00
Depreciation 9,470.00 13,009.00
Profit before Tax 72,68,045.00 2,13,15,203.00
Provision for Tax 8,41,000.00 16,42,000.00
Profit after Tax 64,27,045.00 1,96,73,203.00
Balance brought forward 7,37,68,655.00 5,40,95,452.00
Appropriations Nil Nil
Balance carried forward 8,01,74,816.00 7,37,68,655.00
Dividend:
Directors have not recommended any dividend.
Performance of the Company:
High volatility of the market coupled with depressed margins on
arbitrage and derivative trading effected the income of the Company for
the year under review. Receipt of dividend was also lower compared to
previous year.
The Company earned a total income of Rs.92.90 lakhs as against
Rs.235.77 lakhs in the previous year, and made a pre tax profit of
Rs.72.68 lakhs as against a profit of Rs.213.15 lakhs in the last year.
Directors' Responsibility Statement:
The Directors hereby confirm that:
a) In the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure.
b) Appropriate accounting policies have been selected and applied
consistently and have made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
Conservation of Energy etc.:
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1) (e) of
the Act is not furnished. During the year under consideration, there
was no foreign exchange earning or outgo.
Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules.
Directors:
To comply with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company Mrs. Neelam R Chokhani retire by
rotation and being eligible offers herself for re-appointment.
Auditors:
M/s P. C. Ghadiali & Co, Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Corporate Governance:
As required under clause 49 of the Listing Agreement a report on
Corporate Governance alongwith Management discussion & analysis and
Auditors' Certificate are annexed.
Acknowledgement:
The Directors wish to place on record their deep sense of gratitude to
the Company's Banker, registrars and all the staff members for their
unstinted support. Your directors also wish to thank the shareholders
for confidence reposed in the management of the Company.
For and on Behalf of the Board
Sd/-
Mr. Ramakant R Chokhani
Chairman
Place: Mumbai
Date : May 13, 2005.
Mar 31, 2004
Your Directors hereby present their Eleventh Annual Report on the
working of the Company together with the audited statement of accounts
for the year ended 31st March, 2004.
Financial Results:
Current Year Previous Year
31.03.2004 31.03.2003
Profit(Loss) before Interest
& Depreciation 2,13,28,212.00 (12,89,962.00)
Interest Paid Nil Nil
Profit(Loss) before Deprecation 2,13,28,212.00 (12,89,962.00)
Depreciation 13,009.00 18,412.00
Profit/(Loss) before Tax 2.13,15,203.00 (13,08,374.00)
Provision for Tax 16,42,000.00 2,61,577.00
Profit after Tax 1,96,73,203.00 (15,69,951.00)
Balance brought forward 5,40,95,452.00 5,56,65,403.00
Appropriations Nil Nil
Balance carried forward 7,37,68,655.00 5,40,95,452.00
Dividend:
Directors have not, recommended any dividend.
Performance of the Company:
The Company has recorded a reasonable performance mainly due to
favourable market condition. The Company earned a pre-tax profit of
Rs. 213.15 lakhs as against a loss of Rs. 13.08 lakhs in the last year.
Directors Responsibility Statement:
The Directors hereby confirm that:
a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure
b) appropriate accounting policies have been selected and applied
consistently and have made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis.
Conservation of Energy etc.
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1)(e) of
the Act is not furnished. During the year under consideration, there
was no foreign exchange earning or outgo.
Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under Section 217(2A) of the Act read
with the Rules.
Directors:
To comply with the requirement of the Companies Act, 1956 and the
Articles of Association of the Company Mr.Shrikant Chaturvedi retire by
rotation and being eligible offers himself for re-appointment.
Auditors:
M/s P. C. Ghadiali & Co. Chartered Accountants, Statutory Auditors of
your Company shall retire at the forthcoming Annual General Meeting.
However, they are eligible for reappointment. Members are requested to
appoint the Auditors and fix their remuneration.
Corporate Governance:
As required under clause 49 of the Listing Agreement a report on
Corporate Governance alongwith Management discussion & analysis and
Auditors Certificate are annexed.
Acknowledgement:
The Directors wish to place on record their deep sense of gratitude to
the Companys Banker, registrars and all the staff members for their
unstinted support. Your directors also wish to thank the shareholders
for confidence reposed in the management of the Company.
For and on Behalf of the Board
Sd/-
Mr. Ramakant R Chokhani
Chairman
Place: Mumbai
Date: July 2, 2004
Mar 31, 2003
Your Directors hereby present the Tenth Annual Report of the Company
together with the Audited accounts for the year ended on March 31, 2003
1. Financial Results:
Current Year Previous Year
31.03.2003 31.03.2002
Income(Loss) (3,18,019.00) 1,54,01,017.00
Expenditure 9,90.355.00 12,93,590.00
Profit(Loss) before Interest
& Depreciation (12,89,962.00) 1,41,07,427.00
Interest Paid 0 5,46,805,00
Profit(Loss) before Depreciation (12,89,962.00) 1,35,60,622.00
Depreciation 18,412.00 26,833.00
Profit(Loss) before Tax (13,08,374.00) 1,35,33,789.00
Provision for Tax 2.61,577.00 2,96,403.00
Profit after Tax (15,69,951.00) 1,32,37,386.00
Balance brought forward 5,56,65,403.00 4,24,34,873.00
Appropriations 0 6,858.00
Balance carried forward 5,40,95,452.00 5,56,65,403.00
2. Performance of the Company:
The performance of the Company has not been satisfactory due to
unfavourable market conditions during most of the period of the year.
3. Dividend:
Your Directors have not recommended any Dividend
4. Directors Responsibility Statement As Required under Sec. 217(2AA)
of the Companies Act,1956:
The Directors confirm that:
a) in the preparation of the Accounts the applicable accounting
standards have been followed along with proper explanations relating to
material departure
b) Appropriate accounting policies have been selected and applied
consistently and have made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
5. Conservation of Energy etc.
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1)(e) of
the Act is not furnished. During the year under consideration, there
was no foreign exchange carrying or outgo.
6. Employees:
None of the employees of the Company was in receipt of remuneration in
excess of the limit prescribed under section 217(2A) of the Act read
with the Rules.
7. Directors:
New Additional Director:
Mr. Yogesh Raja, who was appointed as Additional Director by the Board
in the meeting on March 10, 2003, would vacate the office at the
forthcoming Annual General Meeting. The Company has received a notice
by one of its member u/s 257 of the Act signifying his intention of
proposing to appoint Mr. Yogesh Raja as the Director of the Company.
As required under the Companies Act 1956, Mr. Ramakant R Chokhani would
retire by rotation at the forthcoming Annual General Meeting and being
eligible offer himself for reappointment.
8. Auditors:
M/s P. C. Ghadiali & Co, Chartered Accountants. Statutory Auditors of
your Company shall retire by rotation on conclusion of the forthcoming
Annual General Meeting. However, they are eligible for reappointment.
Members are requested to appoint the Auditors and fix their
remuneration.
9. Corporate Governance:
As required under clause 49 of Listing Agreement a Report on Corporate
Governance alongwith Management discussion & analysis and Auditors
Certificate are annexed.
10. Acknowledgement:
The Directors wish to place on record their deep sense of gratitude to
the Companys Banker, registrars and all the staff members for their
assistance and co-operation.
In concluding their report your directors acknowledge with gratitude
the confidence which the shareholders have reposed in them.
For and on Behalf of the Board
Sd/-
MR. RAMAKANT R CHOKHANI
Chairman
Place: Mumbai
Date: June 27, 2003
Mar 31, 2002
Your Directors take pleasure in presenting the Ninth Annual Report of
the Company and Audited Accounts for the year ended 31st March 2002
1. FINANCIAL RESULTS
CURRENT YEAR PREVIOUS YEAR
31.03.2002 31.03.2001
(Rupees) (Rupees)
INCOME 15,401,017 43,556,206
EXPENDITURE 1,293,590 1,549,863
PROFIT BEFORE INTEREST & DEPRECIATION 14,107,427 42,006,343
INTEREST PAID 546,805 1,085,992
PROFIT BEFORE DEPRECIATION 13,560,622 40,920,351
DEPRECIATION 26,833 350,469
PROFIT BEFORE TAX 13,533,789 40,569,882
PROVISION FOR TAX 296,403 1,000,000
PROFIT AFTER TAX 13,237,386 39,569,882
BALANCE BROUGHT FORWARD 42,434,875 2,864,993
APPROPRIATIONS 6,858 -
BALANCE CARRIED TO B/S 55,665,403 42,434,875
2. PERFORMANCE OF THE COMPANY:
The performance of the company for the year under review has been
satisfactory. Your company has posted a net profit of Rs. 132.4 lacs
during the year.
3. DIVIDEND:
The directors do not recommend dividend for the year in order to
conserve resources.
4. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION
217(2AA) OF THE COMPANIES ACT, 1956
The Directors confirm 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) appropriate accounting policies have been selected and applied
consistently and have made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company as at 31st March, 2002.
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting, records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
(iv) the annual accounts have been prepared on a going concern basis.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(1)(e) of
the Companies Act, 1956 are not furnished, During the year under
consideration, there was no foreign exchange earning or outgo.
6. EMPLOYEES;
The particulars regarding of the Company as required under Section 217
(2A) of the Companies Act, 1956 read with the companies {Particulars of
Employees) Rules, 1995, arc not applicable for the year under review.
7. DIRECTORS:
In accordance with section 256 of the Companies Act, 1956 Mrs. Neelam
R. Chokhani retire by rotation and being eligible offers herself for
re-appointment.
8. AUDITORS;
M/s. P. C. Ghadiali & Co., Chartered Accountants. Statutory Auditors of
your Company, shall be retiring on conclusion of the forthcoming Annual
General Meeting. However, they are eligible & offer themselves for
reappointment. Members are requested to reappoint the Auditors and fix
their remuneration.
9. ACKNOWLEDGEMENTS:
The Directors wish to place on record their deep sense of gratitude to
the Companys bankers, registrars and all the staff Members for their
assistance and co-operation.
In concluding their report, your directors acknowledge with gratitude
the confidence which the shareholders have reposed in them.
FOR AND ON BEHALF OF THE BOARD
RAMAKANT R. CHOKHANI
CHAIRMAN
Mar 31, 2001
Your Directors take pleasure in presenting the Eighth Annual Report of
the Company and Audited Accounts for the year ended 31st March 2001.
1. FINANCIAL RESULTS
CURRENT YEAR PREVIOUS YEAR
31.03.2000 31.03.2000
(Rupees) (Rupees)
INCOME FROM OPERATION & OTHER INCOME 43,556,206 9,721,642
TOTAL INCOME 43,556,206 9,721,642
TOTAL EXPENDITURE 1,549,863 2,703,993
PROFIT BEFORE INTEREST & DEP 42,006,343 7,017,649
INTEREST PAID 1,085,992 1,427,842
PROFIT BEFORE DEPRECIATION 40,920,351 5,589,807
DEPRECIATION 350,469 421,816
PROFIT BEFORE TAX 40,569,882 5,167,991
PROVISION FOR TAX 1,000,000 683,000
PROFIT AFTER TAX 39,569,882 4,484,991
BALANCE BROUGHT FORWARD 2,864,993 (1,619,998)
BALANCE CARRIED TO B/S 42,434,875 2,864,993
2 PERFORMANCE OF THE COMPANY :
The performance of the company for the year under review has been
satisfactory. Your company has posted a net profit of Rs.395.7 lacs
during the year.
3 DIVIDEND :
In view of the recent recessionery trend and in order to conserve
resources, the directors do not recommend dividend for the year.
4 CHANGE OF R & T AGENTS AND DEMATERIALISATION :
The Company has changed their Registrar & Transfer Agents from IVS/S
Swaran Data Systems Private Limited to M/S Mondkar Computers Private
Limited in order to extend Demat facilities to shareholders.The Company
has entered into agreement with CDSL and NSDL.
5 DIRECTORS' RESPONSIBILITY STATEMENT AS UNDER SECTION 217(2AA) OF THE
COMPANIES ACT,1956
The Directors confirm 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) appropriate accounting policies have been selected and applied
consistently and have made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March,2001.
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
(iv) the annual accounts have been prepared on a going concern basis.
6 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Since the Company is not engaged in any manufacturing activity,
information as required under the provisions of Section 217(e) of the
Companies Act, 1956 are not furnished, During the year under
consideration, there was no foreign exchage earning or outgo.
7 EMPLOYEES :
The particulars regarding of the Company as required under Section 217
(2a) of the companies Act, 1956 read with the companies (Particulars of
Employees) Rules, 1995, are not applicable for the year under review.
8 DIRECTORS :
In accordance with section 256 of the Companies Act, 1956 Mr. Shrikant
Chaturvedi retire by rotation and being eligible offers himself for
re-appointment.
9 AUDITORS :
M/s. P.C. Ghadiali & Co.,Chartered Accountants, Statutory Auditors of
your Company, shall be retiring on conclusion of the forthcoming Annual
General Meeting. However, they are eligible & offer themselves for
reappointment. Members are requested to reappoint the Auditors and fix
their remuneration.
10 ACKNOWLEDGEMENTS :
The Directors wish to place on record their deep sense of gratitude to
the Company's bankers, registrars and all the staff Members for their
assistance and co-operation.
In concluding their report, your directors acknowledge with gratitude
the confidence which the shareholders have reposed in them.
FOR AND ON BEHALF OF THE BOARD
RAMAKANT R. CHOKHANI Place : Mumbai CHAIRMAN
Date : 27th July 2001
Mar 31, 1999
The Directors have Pleasure in presenting their Sixth Annual Report &
Audited Accounts of the company for the year ended 31st March 1999.
FINANCIAL RESULTS
CURRENT YEAR PREVIOUS YEAR
31.03.1999 31.03.1998
(Rupees) (Rupees)
INCOME FROM OPERATION & 4869629.00 4828633.00
OTHER INCOME
TOTAL INCOME 4869629.00 4828633.00
TOTAL EXPENDITURE 3289009.00 3104453.00
PROFIT BEFORE INTEREST & DEP 1580620.00 1724180.00
INTEREST PAID 373344.00 962582.00
PROFIT BEFORE DEPRECIATION 1207276.00 761598.00
DEPRECIATION 514766.00 713346.00
PROFIT BEFORE TAX 692510.00 48252.00
PROVISION FOR TAX -- 5000.00
PROFIT AFTER TAX 692510.00 43252.00
BALANCE BROUGHT FORWARD -2312508.00 -2355760.00
BALANCE CARRIED TO B/S -1619998.00 2312508.00
The performance of the company is in the recovery path in view of
prevelling the favourable market condition
Y2K Compliance
The Company is taking adequate measures for Y2K Complience.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO :
Since the Company was not engaged in way of manufacturing activity.
information as required under the provisions of Section 217(e) of the
Companies Act, 1956 are not furnished. During the year there was no
foreign exchange of Outgo.
EMPLOYEES :
The particulars regarding of the Company as required under Section 217
(2a) of the companies Act, 1956 read with the companies (Particulars of
Employees) Rules, 1995, are not applicable for the year under review.
DIRECTORS
In accordance with section 256 of the Companies Act, 1956 Shri Dhanwant
M. Kantol retire by rotation and being eligible offers for
re-appointment.
AUDITORS :
M/s. P.C. Ghadiali & Co., Chartered Accountants, Statutory Auditors of
your Company, shall be retiring on conclusion of the forthcoming
Annual General Meeting. However, they are eligible for reappointment.
Members are requested to reappoint the Auditors and fix their
remuneration.
Mar 31, 1998
The Directors hereby present the Fifth Annual Report together with the
Audited Statements of Accounts for the year ended 31st March 1998.
FINANCIAL RESULTS
Current Year Previous Year
(12 Months) (18 Months)
31-03-1998 31-03-1997
(Rupees) (Rupees)
INCOME FROM OPERATION & OTHER INCOME 48,28,633.00 (8,13,980.00)
TOTAL INCOME 48,28,633.00 (8,13,980.00)
TOTAL EXPENDITURE 31,04,453.00 12,92,228.00
PROFIT/LOSS BEFORE INTEREST & DEP 17,24,180.00 (21,06,208.00)
INTEREST PAID 9,62,582.00 12,38,785.00
PROFIT/LOSS BEFORE DEPRECIATION 7,61,598.00 (33,45,003.00)
DEPRECIATION 7,13,346.00 22,74,103.00
PROFIT/LOSS BEFORE TAX 48,252.00 (56,19,096.00)
PROVISION FOR TAX 5,000.00 13,65,000.00
PROFIT/LOSS AFTER TAX 43,252.00 (69,84,096.00)
APPROPRIATION/ADJUSTMENTS (23,55,760.00) 37,27,829.00
BALANCE CARRIED TO B/S (23,12,508.00) (32,56,267.00)
Operation for the year 1997-98 were non satisfactory and this was
mainly due to unfavourable market conditions. The company is currently
working on the strategy to survive in the bad phase by cutting overhead
expenses.
The company has initiated steps to induct a strategic partner who can
compliments the existing strength of the business and future expansion
in Information and Technology Business.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO :
Since the Company was not engaged in any way of manufacturing activity,
information as required under the provisions of Section 217(e) of the
Companies Act, 1956 are not furnished. During the year there was no
foreign exchange of outgo.
EMPLOYEES :
The particulars regarding of the Company as required under section
217(2a) of the companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1995, are not applicable for the year under
review.
DIRECTORS :
In accordance with Section 256 of the Companies Act, 1956, Shri Srikant
Chaturvedi retire by rotation and being eligible offers for
re-appointment.
AUDITORS :
M/s. P. C. Ghadiali & Co., Chartered Accountants, Statutory Auditors of
the Company, shall be retiring on conclusion of the forthcoming Annual
General Meeting. However, they are eligible for reappointment.
Members are requested to reappoint the Auditors and fix their
remuneration.
Mar 31, 1997
Your Directors hereby present the Fourth Annual Report together with
the Audited Statements of Accounts for the period from 1st October
1995 to 31st March, 1997.
1. FINANCIAL RESULTS:
Current Period Previous Period
(18 Months) (12 Months)
Rupees Rupees
Operational Results (56,19,096) 51,40,551
Provision for Tax 13,65,000 -
PROFIT/LOSS AFTER TAX (69,84,096) 61,40,551
APPROPRIATION :
Proposed Dividend - (31,62,740)
General Reserve - (1,28,510)
Balance Brought Forward 20,30,631 1,81,826
Excess Provision & Other Adjustments 16,97,198 (496)
Balance Carried to Balance Sheet (32,56,267) 20,30,631
Company's performance during the period was affected by unfavourable
business climate and continuous fall in share prices however, with
skillful management of cash flows the company could minimise the
losses. The loss during the year fully provides for depreciation in
value of share held in stock amounting to Rs.14033 lakhs.
In view of the adverse performance the directors have not recommenced
any dividend for the year under review.
2. BUSINESS PROSPECTS :
In view of technical up gradation in Capital Market and cut throat
competition in primary and secondary market, your directors are
concentrating on strategical alliance with foreign financial
Institution, wherein joint venture in portfolio, custodian activities
can be undertaken.
3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Since the Company was not engaged in any way of manufacturing
activity, information as required under the provisions of Section
217(1)(e) of the Companies Act, 1956 are not furnished. During the
year, there was no foreign exchange earning of outgo.
4. EMPLOYEES:
The particulars regarding employees of the Company as required under
section 217(2a) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1995, are not applicable for the
year under review.
5. DIRECTORS:
In accordance with Section 256 of the Companies Act, 1956 Mr.Dhanwant
M.Kantol retire by rotation and being eligible offers himself for
re-appointment.
6. AUDITORS:
M/s. P.C.Ghadiali & Co., Chartered Accountants, Statutory Auditors of
your Company, shall be retiring on conclusion of the forthcoming
Annual General Meeting. However, they are eligible for reappointment.
Members are requested to reappoint the Auditors and fix their
remuneration.
7. ACKNOWLEDGMENTS:
The Directors wish to place on record their deep sense of gratitude to
the Company's bankers and all the staff Members for their assistance
and co-operation.
In concluding their report, your directors acknowledge with gratitude
the confidence which the shareholders have reposed in them.
Sep 30, 1995
Your directors have pleasure in presenting the Third Annual Report
together with the Audited Statements of Accounts for the year ended
30th September, 1995.
The year under report has shown extremely good results. The total
income has registered an increase of 70% and the profits after tax have increased by 55% over the previous year. Despite unfavourable business climate and receeding stock market, your Company has managed to show excellent results by strategic planning and skillful management of cash flows. Despite the bearish trend in the stock market, the income from share trading has been Rs. 19.52 lakhs as compared to Rs.25.49 lakhs in a bullish market during the previous year.
The Company had proposed to carry out merchant banking activities and
had received an approval in principle from SEBI as Category I Merchant Banker. However, pending receipt of the final registration certificate from SEBI. Your Company was unable to carry out underwriting and merchant banking activities as proposed in the prospectus.
During the year, the Company has been able to strike very good deals
in lease financing and the lease rentals have gone upto 39.86 lakhs
as against 0.63 lakhs in the previous year.
2. DIVIDEND:
Your Directors recommend a dividend of 12% on the increased share
capital of Rs.400 lakhs. Dividend, if approved. shall be paid pro-rata on 30 lakhs equity shares issued during the year. The dividend outgoing will be Rs. 31.63 lakhs (Previous year Rs.6.14 lakhs).
3. PUBLIC ISSUE OF EQUITY SHARES:
The Public Issue of your Company for 10,00,000 equity shares in January 1995 was over subscribed by 7.78 times inspite of difficult market conditions. Your Directors would like to thank all the applicants for the confidence reposed in, them.
4. BUSINESS PROSPECTS:
Presently the stock markets have nearly bottomed out and are at its
lowest ebb. Your Directors therefore propose to concentrate on
strengthening its own portfolio. With the introduction of computerised trading and proposed custodial services, the business prospects seem to be bright.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Since the Company was not engaged in any way of manufacturing activity, information as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 are not furnished. During the year, there was no foreign exchange earning or outgo.
6. EMPLOYEES:
A statement setting out the particulars regarding employees of the
Company as required under Section 21 7(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, is
attached hereto and forms part of this reports.
7. DIRECTORS:
In accordance with Section 256 of the Companies Act, 1956 Mr. Shared
A. Parekh and Mr. Dhanwant M. Kantol retire by rotation and being
eligible offer themselves for re-appointment.
8. AUDITORS:
M/s. P. C. Ghadiali & Co., Chartered Accountants, Statutory Auditors
of your Company, shall be retiring on conclusion of the forthcoming
Annual General Meeting. However, they are eligible for reappointment.
Members are requested to reappoint the Auditors and fix their
remuneration.
9. ACKNOWLEDGEMENTS:
The Directors wish to place on record their deep sense of gratitude
to the Company's bankers for their assistance and co-operation. They
thank all the staff members, professionals, bankers to the Company,
Managers to the Issue, Registrars to the Issue, Brokers to the Issue
and Underwriters for their contribution to the satisfactory performance of the Company and the successful Public Issue of Equity Shares of the Company for their dedicated services.
In concluding their report, your directors acknowledge with gratitude
the confidence which the shareholders have reposed in them.
Sep 30, 1994
No Information Available.
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