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Directors Report of Crest Ventures Ltd.

Mar 31, 2017

To the Members,

The Directors are pleased to present the Thirty Fifth Annual Report of your Company along with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2017.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2017 is summarized below:

(Rs, in lacs)

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Profit before finance costs, depreciation and tax

1,377.89

1,754.96

1,604.26

1,953.58

Less: Finance costs

926.05

858.84

926.34

858.84

Less: Depreciation

48.61

82.99

70.84

98.61

Profit/(Loss) before tax

403.23

813.13

607.08

996.13

Less: Provision for tax

Current tax

73.50

155.00

196.19

231.39

MAT credit

(73.36)

(152.19)

(88.17)

(151.37)

Deferred tax

64.89

(204.69)

(23.58)

(221.64)

Income tax for earlier years

6.20

-

5.00

2.70

Profit for the year after tax

332.00

1,015.01

517.64

1135.05

Share of profit from associates

-

-

3,373.48

2,584.85

Minority interest

-

-

(82.78)

(1.31)

Balance brought forward from previous year

439.37

4,813.73

8,323.52

6,815.26

Profit available for appropriation

771.37

5828.76

12,131.86

10,533.84

Appropriations:

Adjusted on amalgamation

-

(5,081.36)

-

(1,902.29)

Special reserve

(66.41)

(203.01)

(66.41)

(203.01)

Proposed dividend on equity shares

-

(86.85)

-

(86.85)

Tax on distributed profits

-

(18.17)

-

(18.17)

Balanced to be carried forward

704.96

439.37

12,065.45

8,323.52

RESULTS FROM OPERATIONS

A detailed discussion on the business performance and future outlook is included in the Management Discussion and Analysis which forms part of the Directors’ Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) and applicable provisions of Companies Act, 2013 (“the Act”), the Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and forms part of the Annual Report.

DIVIDEND AND RESERVES

During the year under review, your Directors are pleased to recommend a dividend of Rs,0.50 per share (i.e. 5%) on the face value of Rs,10 each (previous year Rs,0.50 per share (i.e. 5%)). The dividend payout will aggregate to Rs,130.27 Lacs (previous year Rs,86.85 Lacs) and the tax on distributed profits payable by the Company would amount to Rs,25.81 Lacs (previous year Rs,18.17 Lacs). The payment of dividend is subject to the approval of the Members which is being sought at the forthcoming Annual General Meeting and shall be paid to those Members whose name appear in the Register of Members of the Company as on August 03, 2017.

Your Directors recommend transferring of Rs,66.41 Lacs (previous year Rs,203.01 Lacs) to special reserve for the financial year 2016-17. SHARE CAPITAL

During the year under review, the Company made a rights issue to its shareholders in the ratio of 1:2. Accordingly, 86,84,775 fully paid up equity shares of Rs,10 each were allotted on a rights basis at a price of Rs,50 per equity share (including a share premium of Rs,40 per equity share) on October 20, 2016. The paid up Equity Share Capital as on March 31, 2017 was Rs,26.05 Crores. The Rights Issue shares have been listed on BSE and NSE w.e.f. October 25, 2016.

The Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity during the year under review.

FINANCE

Cash and cash equivalents as on March 31, 2017 was Rs,122.38 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are kept under strict check by continuous monitoring.

DEPOSITS

The Company has not accepted any deposits which would be covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modifitcation(s) or re-enactment(s) thereof for the time being in force).

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act pertaining to investment and lending activities are not applicable to the Company since the Company is an NBFC duly registered with the Reserve Bank of India. The details of loan given, investments made, guarantee and security provided during the financial year are disclosed in the Notes to the financial statements.

SUBSIDIARIES AND ASSOCIATES

As on March 31, 2017, the Company has 7 subsidiaries, 7 associates and 1 joint venture. There has been no material change in the nature of the business.

During the year under review, Crest Capital and Investment Private Limited was incorporated as a wholly owned subsidiary on September 16, 2016.

Further, the Company has increased its stake in Escort Developers Private Limited on March 31, 2017 from the existing 50% to 100% resulting into its becoming a wholly owned subsidiary company.

A statement containing salient features of the financial statement of subsidiaries is annexed to this report in Form AOC-1 as “Annexure A - Part A” and salient features of the financial statement of associate companies has been set out as “Annexure A -Part B”.

Disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of each subsidiary are available on the website of the Company www.crest.co.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year 2016-17, the Company made a contribution towards CSR amounting to Rs,15.50 lacs. The CSR initiatives undertaken by the Company were mainly focused on providing homes to orphans, promoting health care including preventive health care, promoting education and rural development projects.

A detailed list of the CSR contribution made, brief outline of the CSR policy is set out in “Annexure B” in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. For details regarding the composition of the CSR Committee and other information, please refer the Corporate Governance Report which forms part of this Report. The CSR policy of the Company can be accessed on the Company’s website at www.crest.co.in.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, are given in the Management Discussion and Analysis which is annexed to this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate with the size of its operations and nature of its business activities. The Company has a standard operating procedure for various activities and operations and follows this standard operating procedure for its internal control procedures. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management at all locations of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a quarterly basis.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions entered by the Company during the financial year were on an arm’s length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Accounting Standard - 18 are reported in the Notes to the financial statements.

All related party transactions are placed before the Audit Committee and also before the Board for its approval. Prior approval of the Audit Committee is obtained on an annual basis specifying the upper ceiling as to the amount for transactions, nature of transaction, tenure which are of a repetitive nature. The transactions entered into pursuant to the prior approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis.

The particulars as required under Section 188 of the Act are furnished in Form AOC - 2 which is annexed as “Annexure C” to this report.

RIGHTS ISSUE PROCEEDS

During the year under review, the Company raised funds through rights issue primarily for investing in Kara Property Ventures, Onward Lending and General Corporate purposes. The proceeds raised from the rights issue have been utilized for the objects stated in the rights issue offer document. In compliance with Regulation 32 of the SEBI Listing Regulations, a statement of utilization of the rights issue proceeds was placed before the Audit Committee on a quarterly basis for its review.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Policy for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Company’s website at www.crest.co.in.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

As required under Regulation 22 of the SEBI Listing Regulations, the Company has an effective Whistle Blower Policy in place to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report. The policy is available on the Company’s website at www.crest.co.in.

The policy provides for adequate safeguard against the victimization of the employees. The Vigil Mechanism is overseen by the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention of Sexual Harassment in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the financial year 2016-2017.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) RETIREMENT BY ROTATION

In terms of the provisions of Section 152(6) of the Act, Mr. Vijay Choraria, Managing Director (DIN: 00021446), retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. In accordance with Regulation 36 of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief profile of the Director to be re-appointed is included in the Notice which forms part of this Annual Report.

The service contract to be entered into with Mr. Vijay Choraria for his appointment as a Managing Director is for a term of five years commencing from September 01, 2012 to August 31, 2017. Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors re-appointed Mr. Vijay Choraria as the Managing Director for a further term of five consecutive years beginning from September 01, 2017 to August 31, 2022. This re-appointment is subject to the approval of shareholders and accordingly separate Special Resolution is included in the Notice of Annual General Meeting for his re-appointment.

b) APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL(KMP)

During the year under review, Mr. Vishal Mehta ceased to be the Chief Financial Officer of the Company w.e.f. May 13, 2016 and Mr. Arvind Jain was appointed as the Chief Financial Officer of the Company w.e.f. May 14, 2016.

Further, Mr. Arvind Jain resigned as the Chief Financial Officer of the Company w.e.f. November 30, 2016 and Mr. Parag Shah was appointed as the Chief Financial Officer of the Company w.e.f. December 01, 2016.

Also, Mr. Rohan Gavas ceased to be the Company Secretary & Compliance Officer of the Company w.e.f. April 13, 2016 and Ms. Manasi Modak was appointed in his place as the Company Secretary and Compliance Officer of the Company w.e.f. May 14, 2016.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2017, the Board met 8 (eight) times and the gap between two Board Meetings did not exceed 120 days and at least one meeting has been held in each Quarter. Details of the Board Meetings and Meetings of its Committees are furnished in the Corporate Governance Report.

BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by SEBI Listing Regulations, the Board has framed an Evaluation Policy for evaluating the performance of the Board, Chairman, Managing Director, Executive Directors, Independent Directors, Non - Executive Directors and its Committees. Based on the same, the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report. A meeting of the Independent Directors was held during the year under review.

The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc. and is available on the website of the Company at www.crest.co.in.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

As required under Regulation 25(7) of the SEBI Listing Regulations, every Independent Director of the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Company’s strategy, operations, organization structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Company’s website at www.crest.co.in.

POLICIES OF THE COMPANY

The Company is determined in maintaining a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Companies Act, 2013 and SEBI Listing Regulations in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time. Following are some of the major policies adopted by the Company:

1. Code for Insider Trading Policy

2. Corporate Social Responsibility (CSR) Policy

3. Nomination & Remuneration Policy

4. Policy for determining material subsidiary

5. Policy on Related Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival Policy

8. Code for Directors and Senior Managerial Personnel

The aforementioned policies are available on the website of the Company and can be accessed at www.crest.co.in.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, hereby confirm that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. The directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit and loss of the Company for the year ended on that date;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the annual accounts on a “going concern” basis;

v. The directors have laid down internal financial controls, which are adequate and operating effectively;

vi. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

M/s. Chaturvedi & Shah (Firm Registration Number - 101720W), Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company, on yearly basis, in compliance with the provisions of the Companies Act, 1956, at the Annual General Meeting (“AGM”) of the Company held on September 30, 2006 till the commencement of the Act.

Consequently, in compliance with Section 139(2) of the Act, M/s. Chaturvedi & Shah, Chartered Accountants, were appointed as the Statutory Auditors of the Company, at the 32nd AGM, held on September 25, 2014, to hold office for a period of 3 years.

Pursuant to this, M/s. Chaturvedi & Shah, Chartered Accountants, shall hold office till the conclusion of Thirty Fifth AGM of the Company and in view of the completion of the term of 3 years, are not further eligible to be re-appointed as the Statutory Auditors of the Company in the ensuing AGM of the Company.

The Board of Directors, based on the recommendation of the Audit Committee, has recommended appointment of M/s. Pathak H D & Associates (Firm Registration Number - 107783W), Chartered Accountants as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of Thirty Fifth AGM of the Meeting scheduled to be held in the year 2017 till the conclusion of the Fortieth Annual General Meeting to be held in the year 2022, for the approval of the shareholders, subject to the ratification of their appointment by the shareholders of the Company at every AGM held thereafter.

The Company has received written consent and certificate of eligibility pursuant to the provisions of Sections 139, 141 and other applicable provisions of the Act and rules framed there under (including any statutory modification or re-enactment thereof for the time being in force) from M/s. Pathak H D & Associates, Chartered Accountants. Further, M/s. Pathak H D & Associates, Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the SEBI Listing Regulations.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting re-appointed CS Ajit Sathe, Proprietor of M/s. A. Y. Sathe & Co., Practicing Company Secretaries (FCS: 2899 / COP: 738) to carry out the audit of secretarial records of the Company. The consent of the Secretarial Auditor to undertake the secretarial audit for the financial year 2017-18 has been received by the Company.

AUDITORS’ REPORT AND SECRETARIAL AUDIT REPORT

The Auditors’ Report and Secretarial Audit Report do not contain any adverse remarks, qualifications or observations.

The Auditors’ Report for the financial year ended March 31, 2017 on the financial statements of the Company forms part of this report.

Further, the Secretarial Audit Report for the financial year ended March 31, 2017 is set out in “Annexure D” to this report. DETAILS OF FRAUD REPORTED BY THE AUDITORS

The Statutory auditors and the Secretarial auditors of the Company have not reported any instances of fraud or irregularities as specified under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore, no particulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of conservation of energy and technology absorption.

Further, there were no foreign exchange earnings and outgo during the year under review.

CORPORATE GOVERNANCE

In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI Listing Regulations, as applicable, the Corporate Governance Report is annexed and forms part of the Annual Report. The report is duly certified by the Statutory Auditors of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, the extract of the Annual Return is given in the prescribed Form MGT - 9 and is set out in “Annexure E”.

PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided as “Annexure F” to this report.

During the year under review, the Company does not have any employee who is drawing a remuneration of ''10,200,000/- per annum or '' 850,000/- per month as stipulated in the Act and the rules made there under. Hence, disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation and values the dedicated efforts and contribution made by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

For and on behalf of the Board of Directors

Place : Mumbai Vasudeo Galkar

Date : July 07, 2017 Chairman

DIN:00009177


Mar 31, 2016

To the Members,

The Directors are pleased to present the Thirty Fourth Annual Report of your Company along with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2016 is summarized below:

(Rs, in lacs)

Standalone

Consolidated

2015-16

2014-15

2015-16

2014-15

Profit before finance costs, depreciation and tax

1,754.96

2,102.44

1,953.58

904.25

Finance costs

(858.84)

(686.43)

(858.84)

(709.89)

Depreciation

(82.99)

(15.18)

(98.61)

(252.46)

Profit / (loss) before tax

813.13

1,400.83

996.13

(58.10)

Provision for tax

-

-

-

-

Current tax

(155.00)

(301.00)

(231.39)

(507.53)

MAT credit

152.19

-

151.37

(0.20)

Deferred tax

204.69

3.72

221.64

61.19

Profit / (loss) for the year after tax

1,015.01

1,103.55

1,137.75

(504.64)

Income tax for earlier years

-

(3.73)

(2.70)

(4.05)

Share of profit from associates

-

-

2,584.85

2,767.56

Minority interest

-

-

(1.31)

(26.04)

Balance brought forward from previous year

4,813.73

4,039.50

6,815.27

4,974.35

Profit available for appropriation

5,828.74

5,139.32

10,533.86

7,207.18

Appropriations:

Adjusted on amalgamation

(5,081.35)

-

(1,902.30)

-

Depreciation adjusted as per Revised Schedule II of the Companies Act, 2013

-

(0.60)

-

(43.34)

Special reserve

(203.01)

(219.97)

(203.01)

(219.97)

Proposed dividend on equity shares

(86.85)

(86.85)

(86.85)

(86.85)

Tax on distributed profits

(18.17)

(18.17)

(18.17)

(41.75)

Balanced to be carried forward

439.36

4,813.73

8,323.53

6,815.27

RESULTS FROM OPERATIONS

A detailed discussion on the business performance and future outlook is included in the Management Discussion and Analysis which forms part of the Directors’ Report.

DIVIDEND AND RESERVES

During the year under review, your Directors are pleased to recommend a dividend of Rs,0.50 per share (5%) on the face value of Rs,10 each (previous year Rs,0.50 per share (5%)). The dividend payout will aggregate to Rs,86.85 lacs (previous year Rs,86.85 lacs) and the tax on distributed profits payable by the Company would amount to Rs,18.17 lacs (previous year Rs,18.17 lacs). The payment of dividend is subject to the approval of the Members which is being sought at the forthcoming Annual General Meeting and shall be paid to those Members whose name appear in the Register of Members of the Company as on July 30, 2016.

Your Directors recommend transferring of Rs,203.01 lacs to special reserve for the financial year 2015-16.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs,1,737 lacs. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

The Company has increased its authorized share capital from Rs,1,750 lacs to Rs,5,550 lacs during the financial year under review, which consists of authorized equity and preference share capital. The Shareholders have approved this by means of postal ballot.

Except Mr. Vijay Choraria, Managing Director of the Company who holds 944,435 equity shares in the Company, none of the other Directors or Key Managerial Personnel of the Company hold shares in the Company.

FINANCE

Cash and cash equivalents as on March 31, 2016 was Rs,286.80 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are kept under strict check by continuous monitoring.

DEPOSITS

The Company has not accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014-

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC whose principal business is acquisition of securities. The particulars of guarantee provided during the financial year are given in the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions entered by the Company during the financial year were on an arm’s length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Accounting Standard - 18 are reported in the Notes to the financial statements.

All related party transactions are placed before the Audit Committee and also before the Board for its approval. Prior approval of the Audit Committee is obtained on an annual basis specifying the upper ceiling as to the amount for transactions which are of a repetitive nature. The transactions entered into pursuant to the prior approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis.

In accordance with the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Policy on Materiality of Related Party Transactions and a Policy on Dealing With Related Parties. The policy is available on the Company’s website at www.crest.co.in. The particulars as required under the Companies Act, 2013 are furnished in Form AOC - 2 which is annexed as “Annexure A” to this report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee. At present, following are the members of the Committee:

1. Mr. Vasudeo Galkar - Chairman

2. Mr. Vijay Choraria - Member

3. Mr. Rajeev Sharma - Member

During the year, the Company undertook a number of CSR initiatives which mainly focused on eradicating hunger, poverty, malnutrition, women empowerment, promoting education and rural development projects. In this connection, the Company during the year under consideration spent an amount of Rs,11.50 lacs. A detailed list of the CSR contribution made is annexed herewith as “Annexure B” and the CSR policy of the Company is uploaded on the Company’s website at www.crest.co.in.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, are given in the Management Discussion and Analysis which is annexed to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations and nature of its business activities. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Company’s Internal Auditors submit quarterly reports which are placed before the Audit Committee.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Policy for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Company’s website at www.crest.co.in.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

As required under Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report. The policy is available on the Company’s website at www.crest.co.in.

The policy provides for adequate safeguard against the victimization of the employees. The Vigil Mechanism is overseen by the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary ,trainees) are covered under this policy. There were no cases reported during the financial year ended March 31, 2016.

SUBSIDIARIES AND ASSOCIATES

The salient features of the financial statement of subsidiaries is annexed to this report as “Annexure C - Part A”.

The salient features of the financial statement of associate companies is annexed to this report as “Annexure C - Part B”.

Through the Composite Scheme of Amalgamation, ITI Securities Limited, subsidiary of ITI Capital Holdings Private Limited, merged with ITI Capital Holdings Private Limited from appointed date April 01, 2014 and through the same scheme, the amalgamated ITI Capital Holdings Private Limited, our subsidiary Company merged with the Company from appointed date April 02, 2014. The Hon’ble Bombay High Court on November 30, 2015 approved the Scheme and the Company merged on filing the documents with Registrar of Companies on December 07, 2015 and December 08, 2015.

Disclosures pursuant to Section 197(14) of Companies Act 2013 are not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards issued by the Institute of Chartered Accountants of India forms part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of each subsidiary are available on the website of the Company www.crest.co.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) a) RETIREMENT BY ROTATION

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mahesh Shirodkar, Director (DIN: 00897249), retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013, brief profile of the Director to be re-appointed is included in the Notice which forms part of this Annual Report.

b) APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Rajeev Sharma was appointed as an Additional Independent Director w.e.f. November 02, 2015 to hold office until the next Annual General Meeting. His confirmation as Independent Director at the ensuing AGM is recommended.

Ms. Manasi Modak was appointed as the Company Secretary and Mr. Arvind Jain was appointed as the Chief Financial Officer of the Company both w.e.f. May 14, 2016.

c) RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Rohan Gavas resigned as the Company Secretary of the Company w.e.f. April 13, 2016, Mr. Vishal Mehta resigned as the Chief Financial Officer of the Company w.e.f. May 13, 2016 and Mr. Manish Goswami resigned as Director w.e.f. August 07, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2016, the Board met 5 (five) times and the gap between two Board Meetings did not exceed 120 days and at least one meeting has been held in each Quarter. Details of the Board Meetings and Meetings of its Committees are given in the Corporate Governance Report.

BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board has framed an Evaluation Policy for evaluating the performance of the Board, Chairman, Managing Director, Executive Directors, Independent Directors, Non - Executive Directors and its Committees. Based on the same, the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report. A meeting of the Independent Directors was held during the year under review.

The Policy, inter alia, provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

As required under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every new Independent Director of the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Company’s strategy, operations, organization structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Company’s website at www.crest.co.in.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION

As required under Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Policy for Determination of Materiality of Events or Information and has placed on the website of the Company at www.crest.co.in.

POLICY FOR DETERMINATION OF MATERIAL SUBSIDIARIES

As required under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Policy for Determination of Material Subsidiaries and has placed it on the website of the Company at www.crest.co.in.

COMPANY’S REMUNERATION POLICY

Pursuant to applicable Regulations of the SEBI Listing Regulations and Section 178 (3) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report and has also been hosted on the website of the Company at www.crest.co.in.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. They had in consultation with Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a ‘going concern’ basis;

v. They have laid down internal financial controls, which are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

The Members at the Thirty Second Annual General Meeting approved the appointment of M/s. Chaturvedi and Shah, Chartered Accountants (Firm Registration No. 101720W), as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years from the conclusion of Thirty Second Annual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting to be held in the year 2017 subject to ratification by the Shareholders at each Annual General Meeting.

M/s. Chaturvedi and Shah, Chartered Accountants have confirmed that they continue to be eligible to act as Auditors of the Company under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required by the Companies Act,

2013, the Members are requested to ratify their appointment as Statutory Auditors for the financial year 2016-17.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Ajit Sathe, Proprietor of M/s. A.Y. Sathe and Co., Practicing Company Secretary (FCS: 2899 / COP: 738) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2015-16 forms part as “Annexure D” to this Report.

STATUTORY AND SECRETARIAL AUDITOR OBSERVATION

The Statutory Auditors of the Company have not reported any fraud as specified under the Second provision of Section 143 (12) of the Companies Act, 2013 (including any Statutory modification(s) or re-enactment(s) for the time being in force).

There are no adverse remarks, observations or disclaimer remarks by the Statutory Auditors.

However, the Secretarial Auditors have made certain observations to which our reply is as follows:

Sr.

No.

Observations

Reply

1.

In certain instances it was found that Forms MGT-14, which were required to be filed with Registrar of Companies in connection with resolutions passed for borrowings made during financial year 2015-16, have not been filed.

The Company had duly appointed a Company Secretary to perform these duties. However, it appears from Audit that the forms inadvertently remained to be filed. The Company will take due steps for filing the necessary forms immediately.

2.

During the period from August 07, 2015 to November 02, 2015 the Audit Committee had Two (2) Members instead of the requirement of having Three (3) Members.

Mr. Manish Goswami, Independent Director resigned as director w.e.f. August 07, 2015. Accordingly, he resigned from all the board committees w.e.f even date. It took some time for the Company to identify new candidate who may be appointed as Independent Director and the new director, Mr. Rajeev Sharma, was appointed by way of a resolution passed by circulation w.e.f. November 02, 2015. Accordingly, the Company has re-constituted the committee on November 02, 2015 with Mr. Rajeev Sharma as its member.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore, no particulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of conservation of energy and technology absorption.

Further, there were no foreign exchange earnings and outgo during the year under review.

CORPORATE GOVERNANCE

In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI Listing Regulations, as applicable, the Corporate Governance Report is annexed and forms part of the Annual Report. The report is duly certified by the Statutory Auditors of the Company.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as “Annexure E”. PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided as “Annexure F” to this report.

Further disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

PERSONNEL

The relations between the employees’ and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

For and on behalf of the Board of Directors

Vasudeo Galkar

Place : Mumbai Chairman

Date : July 06, 2016 DIN: 00009177


Mar 31, 2014

Dear Members,

The Directors submit the Thirty Second Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2014.

FINANCIAL RESULTS

(Rs. in lacs) Standalone Consolidated 2013-14 2012-13 2013-14 2012-13 Profit before finance costs, depreciation and tax 906.68 816.33 1625.53 1033.69

Finance Costs (809.81) (608.50) (1065.17) (977.06)

Depreciation (4.09) (4.50) (282.52) (298.90)

Profit/(Loss) before tax 92.78 203.33 277.84 (242.27) Provision for tax

Current tax - - (148.99) (196.08)

MAT credit - - 3.28 0.02

Deferred tax 22.38 0.95 (890.05) 209.54

Profit/(Loss) for the year after tax 115.16 204.28 (757.92) (228.79)

Income tax for earlier years 1.00 - 1.00 6.85

Share of profit from - - 1858.94 493.29 associates

Minority interest - - (87.18) (130.64)

Balance brought forward from previous year 4038.84 3962.41 4116.47 4152.26

Profit available for 4155.00 4166.69 5131.31 4292.97 appropriation

Appropriations:

Special reserve (23.24) (41.00) (23.24) (41.00)

Proposed dividend on equity shares (86.85) (86.85) (86.85) (86.85)

Tax on distributed profits (5.41) - (46.87) (48.65)

Balanced to be carried forward 4039.50 4038.84 4974.35 4116.47

DIVIDEND

Your Board has recommended a dividend of Rs. 0.50 per share of Rs. 10 each (@ 5 %) on 17,370,000 equity shares for the financial year ended March 31, 2014 amounting to Rs. 8,685,000. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those members, whose names appear in Register of Members as on September 13, 2014.

FINANCIAL PERFORMANCE

The total income on a standalone basis for 2013-14 is Rs. 3,441.58 lacs as compared to Rs. 1,174.73 lacs in the year 2012-13. The profit after tax is Rs. 116.16 lacs as compared to a profit of Rs. 204.28 lacs during the previous year. The consolidated income grew from Rs. 14,069.81 lacs in the year 2012-13 to Rs. 17,366.13 lacs for the year 2013-14. The consolidated profit of the group for the year is recorded at Rs. 1014.84 lacs as compared to a profit of Rs. 140.71 lacs during the previous year.

OPERATIONAL PERFORMANCE

Your Company operates in three main segments viz., Investment in businesses, Credit business and Real Estate development.

To consolidate our investments in the financial services we have joined hands with a strong financial partner and have successfully completed the takeover of Fortune Financial Services (India) Limited. All our broking businesses other than Prebon Yamane (India) Limited will be consolidated under the "Fortune" fold.

Our subsidiary, Tamarind Tours Private Limited which focuses on inbound tourism has shown steady growth and is diversifying into other international markets.

Our investment in SAI Consulting Engineers Private Limited has contributed to your Company in the form of dividends and has also provided us technical support in implementing our various real estate projects.

Phoenix Market City, Chennai, your Company''s flagship mixed use development at Velachery, Chennai has received the "CNBC Award for the Best Retail Project in Chennai". The occupancy and footfalls at the mall have increased manifold. The residential project is also in advanced stage for handover to the buyers. Our project at Halls Road, Chennai is on the verge of completion and the KNK and Raipur projects have received clearances and your Company will commence construction soon.

All the above businesses are discussed in detail in the Management Discussion and Analysis section forming part of this Report.

SUBSIDIARIES

The Company had 10 subsidiaries as on March 31, 2014. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 8, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing required financial details of the Company''s subsidiaries for the year ended March 31, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiaries companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary companies will also be kept for inspection (by any shareholder of the Company) from September 22,2014 to September 24, 2014 from 2.00 p.m. to 5.00 p.m. at the Registered Office of the Company i.e. 4 floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai - 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with listed capital of Rs. 173,700,000.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and that of Article 98 of the Articles of Association of the Company and/or the terms of appointment, Mr. Mahesh Shirodkar, is liable to retire at the ensuing Annual General Meeting. Mr. Mahesh Shirodkar, being eligible, has offered himself for re-appointment.

Your directors have proposed to alter the terms of appointment of Mr. Vijay Choraria, Managing Director so as to make him Director retiring by rotation for reasons as stated in the Explanatory Statement to the Notice of Thirty Second Annual General Meeting of the Company (forming part of this Annual Report) pursuant to Section 102 of the Companies Act, 2013.

It has been proposed to make the composition of the Board in line with Section 152 of the Companies Act, 2013 on account of provisions of Section 152(6) of the Companies Act, 2013. Accordingly Independent Directors are being reappointed for a period of 5 years from the date of AGM and they will not be liable to retire by rotation.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of Directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the accounts for the financial year ended March 31, 2014 on a going concern basis.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, (Firm Registration No. - 101720W) Mumbai, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for three years and to hold office from the conclusion of this AGM till the conclusion of the Thirty Fifth AGM to be held in the year 2017 subject to ratification of their appointment at every AGM. M/s. Chaturvedi & Shah, Chartered Accountants have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the Board of Directors) Rules 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2014.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the Government, regulators, stock exchanges, other statutory bodies, Government agencies, the financial institutions, business associates and your Company''s bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company''s employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Place: Mumbai Vasudeo Galkar Date : May 27, 2014 Chairman


Mar 31, 2013

To The Members,

The Directors submit the Thirty First Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2013.

FINANCIAL RESULTS

a. The standalone financial performance of the Company for the financial year ended March 31, 2013 is summarised below:

(Rs. in lacs)

Year ended March 31, 2013 2012

Profit before interest, depreciation and tax 816.28 927.74

Depreciation (4.50) (5.14)

Interest (608.45) (612.95) (502.06) (507.20)

Profit before tax 203.33 420.54

Provision for tax

Current tax (30.50)

Mat credit 12.11

Deferred tax credit 0.95 0.95 6.69 (11.70)

Profit for the year after tax 204.28 408.84

Income tax for earlier years 36.95

Balance brought forward from previous year 3962.40 3680.46

Amount available for appropriatio 4166.68 4126.25

Appropriations:

Special reserve (41.00) (89.50)

Proposed dividend on equity shares (86.85) (127.85) (74.35) (163.85)

Balance to be carried forward 4038.83 3962.40

b. Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2013 is summarised below:

(Rs. in lacs)

Year ended March 31, 2013 2012

Profit before interest, depreciation and tax 1033.69 518.36

Interest (977.06) (876.92)

Depreciation (298.90)( 1275.96) (289.97) (1166.89)

Profit/(Loss) before tax (242.27) (648.53)

Provision for tax

Current tax (196.08) (226.72)

Mat credit 0.02 19.92

Deferred tax credit 209.54 13.48 437.02 230.22

Profit/(Loss) for the year after tax (228.79) (418.31)

Income tax for earlier years 6.85 24-76

Share of profit from associates 493.29 275.82

Minority interest (130.64) 24.97

Balance brought forward from previous year 4152.26 4527.43

Amount available for appropriation 4292.97 4434.67

Appropriations:

Special reserve (41.00) (89.50)

Proposed dividend on equity shares (86.85) (74.35)

Tax on distributed profit (48.65) (176.50) (118.56) (282.41)

Balance to be carried forward 4116.47 4152.26

DIVIDEND

Your Board has recommended a dividend ofRs. 0.50 per share ofRs. 10 each (@ 5 %) on 17,370,000 equity shares for the financial year ended March 31, 2013 amounting to Rs. 8,685,000. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those members, whose names appear in Register of Members as on July 21, 2013.

FINANCIAL PERFORMANCE

The total income on a standalone basis for 2012-13 is Rs. 1,174.73 lacs as compared to Rs. 1,246.69 lacs in the year 2011-12. The profit after tax is Rs. 204-28 lacs as compared to a profit ofRs. 445.80 lacs during the previous year. The consolidated income grew from Rs. 13,447.68 lacs in the year 2011-12 to Rs. 14,069.81 lacs for the year 2012-13. The consolidated profit of the group for the year is recorded at Rs. 140.71 lacs as compared to a loss ofRs. 92.76 lacs during the previous year.

OPERATIONAL PERFORMANCE

Your Company operates in three main segments viz., Investment in businesses, Credit business and Real Estate development. The year under review was quiet challenging, however we kept our focus on execution of our ongoing projects and continued looking at opportunities for growing the financial services business.

Our investments in the broking subsidiaries viz., ITI Financial Services Limited, ITI Securities Limited and Prebon Yamane (India) Limited grew marginally with mixed returns and we plan to grow in this space through mergers and/or acquisition. Our investment Tamarind Tours Private Limited focusing on tours and travels business is also on an expansion spree with addition of sales heads for the prospective growth and lining up of tours for customers in the Middle East and it has tied up with a company as its representative in UK. Our investment in SAI Consulting Engineers Private Limited also contributed to the growth of your Company with further business prospects in the African region and opening of new offices in this region.

Our investments in Real Estate business saw our efforts yield results with the opening of ''Phoenix Market City'' Mall at Velachery, Chennai. This project is one of the major milestones achieved by your Company with well known brands opening their outlets. On the residential front our developments in residential tower ''Crest'' in Velachery has received good response and construction is in full swing. We believe this project will be a land mark in the Chennai sky line. Our developments of residential towers in Egmore, Valmiki Nagar and Nugambakkam all in the Chennai city is also under progress as planned and all the necessary approvals should be in place soon. Similarly we also plan to develop 52 acres of land in Raipur during the current financial year and have applied for all the necessary approvals and the constructions would commence as soon as we receive the same.

All the above businesses are discussed in detail in the Management Discussion and Analysis section forming part of this Report.

SUBSIDIARIES

The Company had 10 subsidiaries as on March 31, 2013. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 08, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing required financial details of the Company''s subsidiaries for the year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such.information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiary companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary Companies will also be kept for inspection (by any member of the Company) from July 24, 2013 to July 26, 2013 between 2.00 pm to 5.00 pm at the Registered Office of the Company i.e. 4th floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai- 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

CHANGE IN SHARE CAPITAL

Pursuant to the approval of shareholders by way of Special Resolution passed through Postal Ballot on December 19, 2012, 25,00,000 (Twenty-five Lacs) Equity Shares ofRs. 10 each at a premium ofRs. 65 per share were allotted to Mr. Pishu V Chainani on preferential basis in accordance with the regulations for Preferential Issues contained in Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Consequently the paid up share capital of the Company increased from Rs. 14.87 crores to Rs. 17.37 crores.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules thereunder.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of Article 98 of the Articles of Association of the Company and/or the terms of appointment, Mr. Manish Goswami, is liable to retire at the ensuing Annual General Meeting. Mr. Manish Goswami, being eligible, has offered himself for re-appointment.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of the Director proposed to be appointed / re-appointed is attached along with the Notice of the ensuing Annual General Meeting.

The Board of Directors recommends the re-appointment of Mr. Manish Goswami.

MANAGING DIRECTOR

Mr. Vijay Choraria, was re-appointed as the Managing Director of the Company for further period of 5 years w.e.f. September 01, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

i. In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on that date;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the accounts for the financial year ended March 31, 2013 on a going concern basis.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, who hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the financial year 2013-14. Members are requested to consider their re-appointment and authorise the Board to fix their remuneration.

AUDITORS'' REPORT

The notes to accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanation.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the board of directors) Rules 1988 in respect of conservation of energy and technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2013.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the Government, regulators, stock exchanges, other statutory bodies, Government agencies, the financial institutions, business associates and your Company''s bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company''s employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Place : Mumbai Vasudeo Galkar

Date -.May 06, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2012.

FINANCIAL RESULTS

a. The stand-alone financial performance of the company for the financial year ended March 31, 2012 is summarized below.

(Rs. in lacs)

Year ended March 31, 2012 2011

Profit before interest, depreciation and tax 927.74 575.31

Depreciation (5.14) (4.82)

Interest (502.06) (354.76)

Profit before tax 420.54 215.73

Provision for tax Current tax (30.50) (26.50)

MAT credit 12.11 (29.13)

Deferred tax credit 6.69 (11.70) 0.44 (55.19)

Profit for the year after tax 408.84 160.54

Income tax for earlier years 36.95 (0.51)

Surplus brought forward 3680.46 3639.63

Profit available for appropriation 4126.25 3799.66

Transferred to general reserve - -

Transferred to special reserve (89.50) (32.50)

Proposed dividend on equity shares (74.35) (74.35)

Tax on distributed profits - (163.85) (12.35) (119.20)

Balance to be carried forward 3962.40 3680.46

Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2012 is summarized below. (Rs. in lacs)

Year ended March 31, 2012 2011

Profit before interest, depreciation and tax 518.36 (392.36)

Interest (876.92) (639.29)

Depreciation (289.97) (1166.89) (267.57) (906.86)

Profit/(Loss) before tax (648.53) (1299.22)

Provision for tax Current tax (226.72) (325.85)

MAT credit 19.92 (35.47)

Deferred tax credit 437.02 230.22 303.75 (57.57)

Profit/(Loss) for the year after tax (418.31) (1356.79)

Income tax for earlier years 24.76 37.31

Share of profit from associates 275.82 217.55

Minority interest 24.97 80.32

Surplus brought forward 4527.43 5674.22

Profit available for appropriation 4434.67 4652.61

Appropriations:

Transferred to special reserve (89.50) (32.50)

Proposed dividend on equity shares (74.35) (74.35)

Tax on distributed profits (118.56) (282.41) (18.33) (125.18)

Balanced to be carried forward 4152.26 4527.43

DIVIDEND

Your Board has recommended a dividend of Rs. 0.50 per share of Rs. 10 each (@ 5%) on 14,870,000 equity shares for the financial year ended March 31, 2012. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those shareholders, whose names appear in Register of Members as on August 4, 2012(Book Closure Date).

OPERATIONAL PERFORMANCE

The stand alone income in 2011-12 is Rs. 1246.69 lacs as compared to Rs. 863.37 lacs in the year 2010-11. The profit after tax is Rs. 445.80 lacs as compared to a profit of Rs. 160.03 lacs the previous year. The consolidated income grew from Rs. 12,068.89 lacs in the year 2010-11 to Rs. 13,448.12 for the year 2011-12; however the consolidated loss of the group for the year stood at Rs. 92.76 lacs, as compared to a loss of Rs. 1,021.61 lacs in the previous year.

SUBSIDIARIES

As on March 31, 2012 the Company has 11 subsidiaries. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 8, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing brief financial details of the Company's subsidiaries for the year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiaries companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary companies will also be kept for inspection (by any shareholder of the company) at the Registered Office of the Company i.e. 4th floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai - 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with listed capital of Rs. 14,87,00,000.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of the Articles of Association of the Company and/or the terms of appointment, Mr. Vasudeo Galkar, is liable to retire at the ensuing Annual General Meeting. Mr. Vasudeo Galkar, being eligible, has offered himself for re-appointment.

The Board of Directors recommends the re-appointment of Mr. Vasudeo Galkar.

MANAGING DIRECTOR

The term of Mr. Vijay Choraria, as the Managing Director of the Company expires on August 31, 2012.

The Board of Directors has decided to re-appoint Mr. Vijay Choraria as the Managing Director for a further period of 5 years ending August 31, 2017.

The reappointment and remuneration payable to Mr. Vijay Choraria has been recommended by the Nomination & Remuneration Committee at its meeting held on May 29, 2012.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of Directors/Managing Director proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

During the year under review Mr. AmirTarik Gore and Mr. Bharat Ruia resigned from the Board of the Company. The Company appreciates and places on record the services rendered by Mr. AmirTarik Gore (resigned w.e.f. May 30, 2011) & Mr. Bharat Ruia (resigned w.e.f. February 13, 2012) during their tenure as Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2012 the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the accounts for the financial year ended March 31, 2012 on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate social responsibility is represented by the contributions undertaken by companies to society through its core business activities, its social investment and programmes in this field. We at Sharyans believe that social responsibility should be a part of the company's philosophy.

The company has an active CSR desk. The company actively supports various NGOs for causes they work for. The company helped raise funds by supporting them financially and also by getting the employees actively work for them from time to time.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, as well as the Auditors' Certificate confirming compliance of conditions of corporate governance, is set out in the annexure forming part of this report.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, who hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the financial year 2012-13. Members are requested to consider their re-appointment and authorise the board to fix their remuneration.

AUDITORS' REPORT

The notes to Accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanations as per the provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2012.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the government, regulators, stock exchanges, other statutory bodies, government agencies, the financial institutions, business associates and your Company's bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company's employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Place: Mumbai

Date: May 30, 2012 Chairman


Mar 31, 2011

Fellow Shareholders,

The Directors have pleasure in presenting the Twenty Ninth Annual Report on the business and operations of the Company and its subsidiaries together with the audited financial statements for the year ended March 31, 2011.

FINANCIAL RESULTS

The stand-alone financial performance of the company for the financial year ended March 31, 2011 is summarized below

Year ended March 31,2011 March 31,2010 (Rupees in lacs) (Rupees in lacs)

Profit/(Loss) before interest, depreciation and tax 575.32 441.53

Depreciation (4.82) (5.70)

Interest (354.77) (1.89) (7.59)

Profit before tax 215.73 433.94

Provision for tax - - - -

Current tax (26.50) (53.50)

Mat credit (29.13) (18.15)

Deferred tax credit 0.44 (55.19) 0.61 (71.04)

Profit for the year after tax 160.54 362.90

Income tax for earlier years (0.51) 12.92

Surplus brought forward 3639.62 3615.56

Profit available for appropriation 3799.65 3991.38

Appropriations:

Transferred to general reserve (18.20)

Transferred to special reserve (32.50) (72.60)

Proposed dividend on equity shares (74.35) (223.05)

Tax on distributed profits (12.35) (119.20) (37.91) (351.76)

Balance to be carried forward 3680.45 3639.62

Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2011 is summarized below

Year ended March 31, 2011 March 31, 2010 (Rupees in lacs) (Rupees in lacs)

Profit/(Loss) before interest, depreciation and tax (392.36) 1604.63

Interest (639.29) (371.67)

Depreciation (267.57) (264.94) (636.61)

Profit/(Loss) before tax (1299.22) 968.02

Provision for tax

Current tax (325.85) (412.61)

Fringe benefit tax - (0.24)

Mat credit (35.47) (11.80)

Deferred tax credit 303.75 (57.57) 15.94 (408.72)

Profit/(Loss) for the year after tax (1356.79) 559.30

Income tax for earlier years 37.31 12.92

Share of profit from associates 217.55 208.33

Add/(Less) Minority interest 80.32 (113.51)

Surplus brought forward 5674.22 5365.06

Profit available for appropriation 4652.61 6032.10

Appropriations:

Transferred to general reserve (18.20)

Transferred to special reserve (32.50) (72.60)

Proposed dividend on equity shares (74.35) (223.05)

Tax on distributed profits (18.33) (125.18) (44.03) (357.88)

Balanced to be carried forward 4527.43 5674.22

DIVIDEND

Your Board has recommended a dividend of Rs.0.50 per share of Rs.10 each (@5%) on 14,870,000 equity shares for the financial year ended March 31, 2011. The dividend, if approved, at the ensuing Annual General Meeting will be paid to all those shareholders, whose names appear in Register of Members as on July 30, 2011(Book Closure Date).

OPERATIONAL PERFORMANCE

The stand alone income in 2010-11 is Rs. 863.37 lacs as compared to Rs. 1,377.57 lacs in the year 2009-10. The profit after tax is Rs. 160.54 lacs as compared to a profit of Rs. 362.90 lacs the previous year. The consolidated income grew from Rs. 10,554.48 lacs in the year 2009-10 to Rs. 12,073.94 for the year 2010-11, however the consolidated loss of the group for the year stood at Rs. 1,021.61 lacs, as compared to a profit of Rs. 667.03 lacs in the previous year.

SUBSIDIARIES

As on March 31, 2011, the Company has 11 subsidiaries. The details pertaining to subsidiaries are mentioned under the statement made pursuant to Section 212 of the Companies Act, 1956 which forms a part of this Annual Report.

Ministry of Corporate Affairs, vide General Circular No.2/2011 dated February 8, 2011 has subject to compliance with certain conditions, granted general exemption to the Companies from applicability of Section 212 of the Companies Act, 1956. As per the general exemption, a statement containing brief financial details of the Company’s subsidiaries for the year ended March 31, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company /its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the Registered Office of the Company. Pursuant to the Listing Agreement with the Stock Exchanges and the general exemption granted by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company, including financial details of all the subsidiaries companies which forms part of the Annual Report has been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company also undertakes that the annual accounts of the subsidiary companies will also be kept for inspection (by any shareholder of the company) at the Registered Office of the Company i.e. 4th floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai - 400001.

LISTING

At present the shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with listed capital of Rs.148,700,000.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of the Articles of Association of the Company and/or the terms of appointment, Mr. Mahesh Shirodkar, is liable to retire at the ensuing Annual General Meeting. Mr. Mahesh Shirodkar, being eligible, has offered himself for re-appointment.

The Board of Directors appointed Mr. V R. Galkar & Mr. Manish Goswami as an Additional Director on August 12, 2010 & on February 04, 2011 respectively pursuant to the provisions of Section 260 of the Companies Act, 1956. Mr. V. R. Galkar & Mr. Manish Goswami hold office only upto the date of the ensuing Annual General Meeting & are eligible for appointment as Director. The Company has received notices under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. V R. Galkar & Mr. Manish Goswami, as Directors of the Company who will be liable to retire by rotation.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume and other details of Directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

The Board of Directors recommends the re-appointment of Mr. Mahesh Shirodkar & appointment of Mr. V R. Galkar and Mr. Manish Goswami.

The Company appreciates and places on record the services rendered by Mr. Kareem Razak (resigned w.e.f. June 14, 2010) & Mr. Yusuf Khan (resigned w.e.f. June 23, 2010) during their tenure as Director of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

i. In the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, as well as the Auditors’ Certificate confirming compliance of conditions of corporate governance, is set out in the annexure forming part of this report.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, who hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the financial year 2011-12. Members are requested to consider their re-appointment and authorize the board to fix their remuneration.

AUDITORS’ REPORT

The notes to accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanations as per the provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the board of directors) Rules 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earnings and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2011.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the guidance and assistance extended by the government, regulators, stock exchanges, other statutory bodies, government agencies, the financial institutions, business associates and your Company’s bankers for the assistance and cooperation extended to your Company.

Your Directors deeply acknowledge the commitment and contribution of your Company’s employees at all levels. The Directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the Board of Directors

Vijay Choraria Chairman & Managing Director

Place : Mumbai Date : May 30, 2011


Mar 31, 2010

The directors have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of the company and its subsidiaries together with the audited financial statements for the year ended March 31, 2010.

FINANCIAL RESULTS

a. Consolidated results of Sharyans Resources Limited and its subsidiaries for the financial year ended March 31, 2010 is summarized below

(Rupees in lacs) Year ended March 31, 2010 2009

Profit before interest, depreciation and tax 1604.63 576.69

Interest (371.67) (405.70)

Depreciation (264.94) (636.61) (258.81) (664.51)

Profit/(Loss) before tax 968.02 (87.82)

Provision for tax Current tax (412.61) (308.10)

Fringe benefit tax (0.24) (20.79)

Mat credit (11.80) 22.06

Deferred tax credit 15.94 (408.71) 273.57 (33.26)

Profit/(Loss) for the year after tax 559.30 (121.08)

Income tax for earlier years 12.92 1.65

Share of profit from associates 208.33 102.61

Minority interest (113.51) 68.26

Profit for the year of the group 667.04 51.45

Surplus brought forward 5365.06 5645.28

Profit available for appropriation 6032.10 5696.73

Appropriations:

Transferred to general reserve (18.20) (15.00)

Transferred to special reserve (72.60) (41.14)

Proposed dividend on equity shares (223.05) (223.05)

Tax on distributed profits (44.03) (357.88) (52.48) (331.67)

Balanced to be carried forward 5674.22 5365.06

a. The stand-alone financial performance of the company for the financial year ended March 31, 2010 is summarized below

(Rupees in lacs)

Year ended March 31, 2010 2009

Profit before interest, depreciation and tax 441.53 243.61

Depreciation (5.70) (6.58)

Interest (1.89) (7.59) (0.10) (6.68)

Profit before tax 433.94 236.93

Provision for tax

Current tax (53.50> (22.00)

Fringe benefit tax - (1.51)

Mat credit (18.15> (8.52)

Deferred tax credit 0.61 (71.04) 0.78 (31.25)

Profit for the year after tax 362.90 205.68

Income tax for earlier years 12.92 1.65

Surplus brought forward 3615.56 3725.33

Profit available for appropriation 3991.38 3932.66

Appropriations:

Transferred to general reserve (18.20) (15.00)

Transferred to special reserve (72.60) (41.14)

Proposed dividend on equity shares (223.05) (223.05)

Tax on distributed profits (37.91) (351.76) <37.91) (317.10)

Balance to be carried forward 3639.62 3615.56

DIVIDEND

Your board has recommended a dividend of Rs.1.50 per share of Rs.10 each (@15%) on 14,870,000 equity shares for the financial year ended March 31, 2010. The dividend, if approved, at the ensuing annual general meeting will be paid to all those shareholders, whose names appear in register of members 6k share transfer books as on July 31, 2010.

OPERATIONAL PERFORMANCE

The consolidated gross income for 2009-10 is Rs 10554.48 lacs as compared to Rs 8005.78 lacs in 2008-09. The consolidated profit of the group after tax and minority interest increased to Rs. 667.03 lacs as compared to Rs. 51.45 lacs during the previous year.

SUBSIDIARIES

Your company has obtained exemption pursuant to Section 212 (8) of the Companies Act, 1956, from Government of India, Ministry of Company Affairs, vide its letter ref.47/264/2010-CL-III dated May 17, 2010 from attaching the annual accounts of its subsidiaries to the annual accounts of the company for the financial year ended March 31, 2010. The subsidiaries are listed below.

a. Intime Spectrum Securities Ltd.

b. Intime Spectrum Finmart Pvt. Ltd.

c. Intime Spectrum Commodities Pvt. Ltd.

d. Tamarind Tours Pvt. Ltd.

e. Sharyans Wealth Management Pvt. Ltd.

f. Prebon Yamane (India) Ltd. - Step down subsidiary

g. ITI Financial Services Ltd. - Step down subsidiary h. ITI Investor Services Ltd. - Step down subsidiary i. Collins Stewart India Ltd. - Step down subsidiary

j. ITAI Investment Advisory Services Pvt. Ltd. - Step down subsidiary

The company undertakes that the annual accounts and detailed information of its subsidiaries as stated above shall be made available to the investors of the company and its subsidiaries seeking such information at any point of time.

The company also undertakes that the annual accounts of the said subsidiary companies will be kept for inspection by any investor at Sharyans Centre, 6th Floor, 3, Guru Nanak Road, Bandra (West), Mumbai - 400050 i.e. the registered office of the company.

LISTING

At present the shares of the company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with a listed capital of Rs. 148,700,000.

FIXED DEPOSITS

Your company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules there under

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and that of the Articles of Association of the company and/or the terms of appointment, Mr. AmirTarik Gore &. Mr. Bharat Ruia are liable to retire at the ensuing annual general meeting.

Mr. AmirTarik Gore & Mr. Bharat Ruia, being eligible, have offered themselves for re-appointment.

The board of directors records its appreciation for the contribution rendered by Mr. Altaf Wahedna (resigned w.e.f. April 21, 2010) during his tenure as director of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your directors confirm that: -

i. In the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along-with proper explanation relating to material departures, if any;

ii. Accounting policies are selected and applied consistently and reasonable prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis, as well as the auditors certificate confirming compliance of conditions of corporate governance, is set out in the annexure forming part of this report.

AUDITORS

The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants, Mumhai, who hold office until the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment for the financial year 2010-11. Members are requested to consider their re-appointment and authorize the board to fix their remuneration.

AUDITORS REPORT

The notes to accounts referred to in the annual report and the auditors comments on the same are self-explanatory and therefore do not call for any further explanations as per the provisions of Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose information is required to be furnished in accordance with the provisions of section 217(2A) of Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your company is not engaged in any manufacturing activities and therefore no particulars are required to be disclosed under the Companies (disclosure of particulars in the report of the board of directors) Rules 1988 in respect of conservation of energy & technology absorption.

The required information in respect of foreign exchange earning and outgo (if any) during the year under review has been given in the notes forming part of the accounts for the year ended March 31, 2010.

ACKNOWLEDGMENTS

Your directors place on record their sincere appreciation for the guidance and assistance extended by the government, regulators, stock exchanges, other statutory bodies, government agencies, the financial institutions, business associates and your companys bankers for the assistance and cooperation extended to your company.

Your directors deeply acknowledge the commitment and contribution of your companys employees at all levels. The directors greatly value your involvement as shareholders and look forward to your continued support and confidence.

For and on behalf of the board of directors

Place: Mumbai Vijay Choraria Mahesh Shirodkar

Date: May 29, 2010 Managing Director Director

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