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Directors Report of Dharani Finance Ltd.

Mar 31, 2023

BOARD''S REPORT

Dear Members,

The Board of Directors present herein the 33rd Annual
Report of the Company together with the Audited Accounts
for the year ended 31st March 2023.

FINANCIAL SUMMARY

The Financial results for the year ended 31st March 2023 are
briefly as follows: -

Particulars

For the
year Ended
31.03.2023

For the
year Ended
31.03.2022

Income through Travel
Operations, Finance Services
and others

59.99

108.18

Expenditure (Employee &
Administrative Expenses)

55.02

61.55

Profit

4.97

46.63

Depreciation

15.54

15.56

Interest & Bank Charges

2.09

0.73

Profit/(Loss) after depreciation
& Interest

(12.66)

30.34

Provision for Income Tax

- Current

-

-

- Deferred

-

-

Profit/(Loss) after Tax

(12.66)

30.34

Surplus brought forward

-

288.59

Profit available for
appropriation

310.21

326.76

APPROPRIATIONS

Transfer to Statutory Reserves

-

6.07

Proposed Dividend

-

Dividend Distribution Tax

-

Net Surplus carried over

310.21

320.69

PERFORMANCE

The total revenue was Rs. 59.99 lakhs as against Rs.108.18
lakhs in the previous year. The income for this year consists
mainly of interest on loans granted to two Companies.
Besides interest, the Company also received a sum of Rs.
26.10 lakhs as lease charges for the vehicles given on lease.
The loss comes to Rs. 12.66 lakhs as against net profit of
Rs.30.34 lakhs in the previous year.

Further, during the year under review there were no changes
in nature of business of the company.

OUTLOOK

Your company is also exploring the possibility of increasing
its resources by additional capital or borrowings though
it has not been able to does during 2022-23. In addition,
your Company proposes to increase its financial services
activities in the coming years.

RESERVES

Due to absence of profits in the current year no amount is
proposed to be transferred to General Reserves account on
account of loss during the year.

DIVIDEND

There being no profits for the year your directors are not able
to propose to recommend any dividend.

SHARE CAPITAL

There is no change in the Share Capital of the Company-
either the Authorized Capital or the issued Capital. The Paid
up equity capital as on March 31,2023 continues to remain
at Rs.4,99,44,000.00. During the year under review, the
company has not issued shares with differential voting rights
nor granted stock options or sweat equity or bonus shares.
The Company has not bought back any of its securities
during the year under review.

ANNUAL RETURN

The Form MGT -7 for the year 2022-23 shall be filed with
Registrar of Companies within the prescribed time after
the date of 33rd Annual General Meeting (AGM) of your
Company. This also available in web address of the
Company i.e., www.dharanifinance.com .

BOARD MEETINGS

1. Board consists of five directors including one Woman
Director, as given below.

2. During the year 2022-23 FOUR Board Meetings were
held on 25.05.2022, 12.08.2022, 30.11.2022 and
13.02.2023. Attendance at these meeting is given
below.

Name of the Director

Category of Directorship

No of Board
Meeting
Attended

Dr Palani G Periasamy
(DIN 00081002)

Chairman

(Non-Executive) - Promoter

4

Mrs Visalakshi Periasamy
(DIN 00064517)

Non-Executive - Promoter

1

Mr K Kandasamy
(DIN 00277906)

Executive -Promoter

4

Mr M Ganapathy
(DIN 00234337)

Non-Executive -
Independent Director

4

Dr S Muthu
(DIN 03331664)

Non-Executive -
Independent Director

4

AUDIT COMMITTEE

A qualified Audit Committee is in position consisting of the
following directors.

Mr M Ganapathy - Chairman, Dr S Muthu and Mr K
Kandasamy, Managing Director.

The Audit Committee met 4 times on 25.05.2022,12.08.2022,
30.11.2022 and 13.02.2023. There was no instance where
the recommendation of the Audit Committee was not
accepted by the Board.

Name of the Director

Category of Directorship

No of Meeting
Attended

Mr K Kandasamy

Executive -Promoter

4

Mr M Ganapathy

Non-Executive
Independent Director

4

Dr S Muthu

Non-Executive
Independent Director

4

NOMINATION AND REMUNERATION COMMITTEE

As required by Section 178 of the Companies Act, 2013
a Nomination & Remuneration Committee has been set
up. Mr M Ganapathy and Dr S Muthu and Mrs Visalakshi
Periasamy are the members and Mr M Ganapathy is the
Chairman. The Committee has formulated appropriate
criteria for appointment of Directors and their remuneration.

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and
their remuneration. The Remuneration Policy is available
in Website. Two Meetings was held during 2022-23. The
Committee met on 25.05.2022 and 30.11.2022.

Name of the Director

Category of Directorship

No of Meeting

Attended

Mrs Visalakshi Periasamy

Non Executive -
Promoter

1

Mr M Ganapathy

Non-Executive
Independent Director

2

Dr S Muthu

Non-Executive
Independent Director

2

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee is in position to
specifically look into shareholder''s / investors complaints,
on transfer of shares, non - receipt of balance sheet,
non- receipt of declared dividend etc., and also the action
taken by the Company on those matters. The Committee
met on 25.05.2022. The Members of the Stakeholders
Relations Committee are Dr S Muthu, Independent Director
(Chairman) and Mr K Kandasamy, Managing Director.

Name of the Director

Category of Directorship

No of Meeting
Attended

Dr S Muthu

Non-Executive
Independent Director

1

Mr K Kandasamy

Executive - Promoter

1

MANAGEMENT COMMITTEE

No Management Committee meeting was conducted during
this period.

POLICY ON APPOINTMENT OF DIRECTORS AND
REMUNERATION

The Company''s policy on Directors, Senior Management
appointment and remuneration and other matters provided
in Section 178 (3) of the Companies Act, 2013, is available
on the website of the Company at www.dharanifinance.com

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the
directors would like to state that:

i) In the preparation of the annual accounts, the applicable
accounting standards have been followed.

ii) The directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that were reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
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 had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

vi) The directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such system was adequate and operating
effectively.

The new accounting standards, viz., Ind AS has become
applicable to your Company with effect from the year
2019-20.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given their declarations as
per Section 149 (6) to the effect that they meet the criteria
of Independence.

LOANS, GUARANTEES OR INVESTMENTS

During the year 2022-23, the company has not made
investment or given any loans or provided any guarantees
covered under the provisions of Section 186 of the
Companies Act, 2013.

CONTRACTS, ARRANGEMENTS WITH RELATED
PARTIES REFERRED TO IN SECTION 188(1) OF THE
COMPANIES ACT, 2013.

All related party transactions that were entered into during
the financial year were in the ordinary course of business and
were on arm''s length basis. The statement in form AOC 2 is
attached as Annexure- II. There are no materially significant
related party transactions entered into by the Company with
Promoters, Key Managerial Personnel or other designated

persons which may have potential conflict with the interest
of the Company at large.

MAINTENANCE OF COST ACCOUNTS AND RECORDS

The Company does not fall under the category of Sec
148(1) of Companies Act, 2013 and hence such disclosure
and maintenance of cost accounts/cost records is not
applicable.

STATUTORY AUDITORS

Pursuant to the provisions of Sections 139 and 141 of
the Companies Act, 2013, Mr N Srivatsan, Chartered
Accountants, Chennai (Registration No.014921S) were
appointed as Statutory Auditors for a period of 5 years
in the Annual General Meeting held on 29th December
2022 to hold office until the conclusion of the 37th Annual
General Meeting of the Company.

AUDITOR''S REPORT

The observations made in the Auditors'' Report read
together with relevant notes thereon are self-explanatory
and do not call for any further comments under Section
134(3) f of the Companies Act, 2013. Statement on impact
of Audit Qualification is attached

Compiled by: Dion Global Solutions Limited


DHARANI FINANCE LIMITED

The following qualification was mentioned in the audit report as of 31st March 2023 by the statutory auditors.

STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS (FOR AUDIT REPORT WITH MODIFIED OPINION
SUBMITTED) ALONG WITH AUDITED FINANCIAL RESULTS - (STANDALONE AND CONSOLIDATED SEPARATELY)
STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS FOR THE FINANCIAL YEAR ENDED 31st MARCH 2023
(SEE REGULATION 33/52 OF THE SEBI (LODR) (AMENDMENT) REGULATION, 2016)

Sl.No

Particulars

Audited Figures (as reported before adjusting
for qualifications)

Audited Figures (audited figures after
adjusting for qualifications)

I

a

Turnover/ Total Income

59.99

59.99

b

Total Expenditure

72.65

72.65

c

Net Profit/ (Loss)

-12.66

-12.66

d

Earnings Per share

-0.25

-0.25

e

Total Assets

959.71

959.71

f

Total Liabilities

149.78

149.78

a

Net Worth

809.93

809.93

h

Any other financial item(s) as felt appropriate
by the Management)

-

-

II

Audit Qualification (each audit qualification / Disclaimer of Opinion/ Adverse Qualification

Details of Audit Qualifications.

(a) Recovery of amount due from major customer aggregating to Rs. 544.30 lakhs which is considered
doubtful due to the CIRP proceedings in the case of the customer

(b) Recovery of investments aggregating to Rs. 21.99 lakhs which is considered doubtful due to the CIRP
proceedings in the case of the investee company

(c) If the amount stated in (a) is provided for, the Company’s net owned funds will be less than the limit
prescribed for NBFCs to carry on business.

(d) Items (a) to (c) cast a significant doubt on the Company’s ability to continue as a going concern.

b

Type of Audit Qualifications: Qualified Opinion /
Disclaimer of Opinion / Adverse Opinion

Qualified Opinion

Frequency of Qualifications: Whether appeared first
time/ repetitive / since how long continuing

4th time, Since 31st March 2020.

d

for Audit Qualification(s) where the impact is quantified
by the auditor, Management''s views:

Not Quantified

for Audit Qualification(s) where the impact is not quantified by the auditor:

i. Management’s estimation on the impact of audit
qualification.

a. Corporate insolvency resolution process (CIRP) and the appointment of a resolution professional was
admitted in the case of one of the major customers of the Company by the Hon’ble National Company Law
Tribunal (NCLT), Chennai Bench vide its order dated May 5, 2020. The total amount due from the above
referred major customer to the Company as at March 31, 2023 is Rs. 544.30 Lakhs (net of provisions). The
Company has filed its claims with the Resolution Professional of the said customer.

The Hon’ble NCLT has passed an order approving the resolution plan submitted by one of the resolution
applicants. In accordance with the approved resolution plan, no payment will be made towards any amount
due to the promoters and their related group companies by the successful resolution applicant. Aggrieved by
this Order, the customer has filed an application before the Hon’ble National Company Law Appellate Tribunal
(“NCLAT”) praying for quashing the order of the Hon’ble NCLT. The Hon’ble NCLAT has set aside the resolution
plan approved and ordered to recommence the CIRP process, including the consideration of 12A application
filed by the promoters of the customer company. On an appeal against the order of the Hon’ble NCLAT, the
Hon’ble Supreme Court has delivered their judgement on May 3, 2023 seeking the Adjudicating Authority to
deal with fresh settlement proposal of the promoter, as approved by the CoC in its Nineteenth meeting dated
October 12, 2022 while keeping in view the law applicable and the facts of the present case as also the
observations as provided in the Judgement.

In the opinion of the management, the major part of the assets of the customer comprises of land and
commercial buildings (including a well-known brand name in the hotel industry), whose liquidation value is
much more than the total dues to its financial and operating creditors (including that of the Company) and
accordingly, the Company will be able to recover the entire outstanding dues from the customer, even in the
aforesaid CIRP conditions. Based on the above estimate and based on the fact that the customer’s account
was a fully performing asset before the admission of the CIRP, no provision towards allowance for expected
credit loss/ provision for NPA as per IRAC Noims of Reserve Bank of India in respect of the dues from the
aforesaid customer has been considered by the Company in these financial results. Accordingly, the above
financial results have been prepared on a going concern assumption and the net owned funds are considered
to be above the minimum limits prescribed by the Reserve Bank of India for an NBFC.

ii. Management''s is unable to estimate the impact,
reasons for the same:

NA

iii. Auditor''s comments on (i) or (ii) above;

Refer” Basis for Qualified Opinion” in audit report read with relevant notes in the financial results the same is
self-explanatory.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read along with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Amendment Rules 2020 and other applicable provisions, if any, of the Companies
Act 2013, M/s. M Damodaran & Associates LLP, Chennai, (Mem.No.5837 and COP No.5081) were appointed as the Secretarial
Auditors of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year 2022-23 of the Company is annexed as “Annexure - III.

The Secretarial Audit Report contains some observations as mentioned below:

Observation by Secretarial Auditors

Management Reply

a. The un-audited Financial Results for the half year and nine months
ended 30.09.2022 was not approved at the Board Meeting and was
not intimated the same to Stock Exchange within forty-five days of
end of the quarter as per regulation 33(2) and 33(3) of SEBI (LODR)
Regulation 2015.

This non-Compliance was placed before the Board of Directors
and the Board of Directors has ensured to comply this
regulation in future.

b. The Outcome of Board Meeting dated 30.11.2022 in which unaudited
financial results approved for the quarter ended 30.09.2022 has been
disclosed to the Stock Exchange as required under regulation 30 of
SEBI (LODR) Regulations, 2015 with minor delay.

This non-Compliance was placed before the Board of Directors
and the Board of Directors has ensured to comply this
regulation in future.

c. The Outcome of Board Meeting dated 13.02.2023 in which unaudited
financial results approved for the quarter ended 31.12.2022 has been
disclosed to the Stock Exchange as required under regulation 30 of
SEBI (LODR) Regulations, 2015 with delay.

This non-Compliance was placed before the Board of Directors
and the Board of Directors has ensured to comply this
regulation in future.

d. The Company does not have a qualified Company Secretary
as Compliance officer of the Company during the period from
24.05.2022 to 21.11.2022 as per regulation 6(1) of SEBI (LODR)
Regulations, 2015.

Yes- During the said period Company was in search of
Qualified Company Secretary.

However, the company has appointed a new Company
Secretary on 22.11.2022.

The Company has not complied the regulation 46 of SEBI (LODR),
Regulations, 2015.

This non-Compliance was placed before the Board of Directors
and the Board of Directors has ensured to comply this
regulation in future.

The Company has not complied with Regulation 3(5) & 3(6) of SEBI
(Prohibition of Insider Trading) Regulations, 2015 with respect to
Structured Digital Database.

Company has not made suitable arrangement for SDD. This
non-Compliance was placed before the Board of Directors and
the Board of Directors has ensured to comply this regulation
in future.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the provisions of Secretarial
Standard - 1 (Board Meetings) and 2 (General Meetings)
issued by the Institute of Company Secretaries of India (ICSI)
were adhered to while conducting the respective Meetings.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting
the financial position of the Company which have occurred
between the end of the financial year of the Company to
which the financial statements relate and the date of the
report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO,
CONSERVATION OF ENERGY & TECHNOLOGY
ABSORPTION

A. During the year there were no Foreign Exchange
Earnings & Outflow.

B. Conservation of Energy & Technology absorption.
These guidelines are not applicable to this Company.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section197 (12) of
the Companies Act,2013, read with Rules 5(1),5(2) and
5(3), of the Companies (Appointment and Remuneration
of Managerial personnel) Rules, 2014, the name and other
particulars of employees are to be set out in the “Annexure
-IV'' forming part of the Annual Report.

SUBSIDIARY COMPANIES

As on 31st March 2023, the Company does not have any
subsidiary or any associate Company.

RISK MANAGEMENT POLICY

The Company has developed a risk management policy.
Pursuant to Section 134 (3) (n) of the Companies Act, 2013
details of the Policy are disclosed in the Company''s Website.

At present the Company has not identified any element of
risk which may threaten the existence of the Company. In
this context, report against heading ‘Material Changes of
Commitments'' given above may be referred to.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr Palani G Periasamy, (DIN No.00081002) who retires by
rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.

Mrs Saloni Jain has been appointed as a Company Secretary
and Compliance Officer of the Company with effect from
22.11.2022.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by
the Regulators or Courts or Tribunals impacting the going
concern status and Company''s operations in future.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors of
the Company have not reported any frauds to the Audit
Committee or to the Board of Directors as prescribed under
Section 143(12) of the Companies Act, 2013 and rules made
thereunder.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal Audit
function is defined in the assignment order. To maintain its
objectivity and independence, the Internal Auditor reports
to the Chairman of the Audit Committee of the Board & to
the Chairman of the Board. The Internal Audit monitors
and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating
systems, accounting procedures and policies. Based on the
report of internal auditor, management undertakes corrective
action and thereby strengthen the controls. Significant audit
observations wherever made and recommendations along
with corrective actions thereon are presented to the Audit
Committee of the Board.

DEPOSITS

The Company does not hold any public deposits as on 31st
March 2023. Your Company has not accepted any deposits
covered under Chapter V of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.

The Company has stopped collecting public deposits and
had got its Licence amended by Reserve Bank of India to
indicate that it is a non deposit taking NBFC. Your Company
does not propose to collect public deposits in the coming
year.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not fall within the parameters as per
Section 135 of the Companies Act and hence not mandated
to formulate a Corporate Social Responsibility Policy or
spend the prescribed amounts.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the
Board has carried out an evaluation of its own performance,
the directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration
Committees. The manner in which the evaluation is carried
out is based on criteria approved by the Board which is
available on the Company''s Website.

VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

A competent Vigil mechanism has been established and a
whistle blower policy has been designed to help Directors
and Employees to report genuine concerns. The complete
mechanism is given in the company''s website.

CORPORATE GOVERNANCE

This requirement is not applicable to this Company at present,
as per Regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements), as its paid up capital is less than
Rs. 10 crores and Net worth less than Rs.25 crores.

The above is also to be treated as Management discussion
and analysis. Related Party disclosures are available in Note
36 to the accounts.

PREVENTION OF SEXUAL HARASSMENT AT WORK
PLACE

The Company has in place an Anti Sexual harassment
policy in line with the requirements of Section 4 of the
Sexual harassment of Women at Work Place (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints
received as sexual harassment. All employees are covered
under this policy. Details have been displayed prominently in
the work place and also in the Company''s Website.

No complaints were received during the year 2022-23.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct
which is applicable to the Members of the Board and all
employees in the course of day to day business operations
of the Company.

The Code has been posted on the Company''s website: www.
dharanifinance.com

UNCLAIMED DIVIDEND

The provisions of Section 125(2) of the Companies Act, 2013
do not apply as there was no dividend declared and paid
last year.

Pursuant to Section 124 & 125 of the Companies Act,
2013, dividend remaining unpaid or unclaimed for a period
of 7 years were transferred to the Investor Education and
Protection Fund of the Central Government.

Shareholders may claim their unclaimed dividend for the
years prior to and including the financial year 2011-12
and the corresponding shares, from the IEPF Authority by
applying in the prescribed Form No. IEPF-5. This Form can
be downloaded from the website of the IEPF Authority www.
iepf.gov.in.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the
services rendered by the Staff and Executives of your
Company.

Your Directors also thank the Registrar & Transfer Agent and
shareholders who have continued to repose their confidence
in the Company and its management.

For and on behalf of the Board of Directors
For
Dharani Finance Limited
Dr. PALANI G PERIASAMY

PLACE: CHENNAI CHAIRMAN

DATE : 26.05.2023 (DIN 00081002)


Mar 31, 2014

Dear Members,

The Board of Directors present herein the TWENTY FOURTH Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2014 are briefly as follows: -

(Rs. in Lakhs)

Particulars For the For the year Ended year Ended 31.03.2014 31.03.2013 Income through Travel 315.80 298.17 Operations, Finance Services and others

Expenditure (Employee & 223.50 244.73 Administrative Expenses)

Profit 92.30 53.44

Provision for diminution in - (7.62) value of investments

Depreciation 67.72 62.02 Interest & Bank Charges 0.08 0.16

Profit /(Loss) after 24.50 (8.74) depreciation & Interest

Provision for Income Tax

* Current 4.50 0.24

* Deferred (13.80) (6.11)

Profit /(Loss) after Tax 33.81 (2.87)

Surplus /(deficit) brought 45.54 48.41 forward

Profit available for 79.35 45.54 appropriation

APPROPRIATIONS

Transfer to Statutory 6.76 - Reserves

Proposed Dividend - -

Dividend Distribution Tax -

Net Surplus/(Deficit ) 72.59 45.54 carried over

PERFORMANCE

Total income of the Company has marginally gone up from Rs.298.17 lakhs to Rs.315.80 lakhs though income through travel operations has come down from Rs.272.37 lakhs to Rs.198.24 lakhs. Company provides travel services to the guests of the Group''s 5 star hotels at Chennai and Coimbatore. Due to contraction of economy worldwide, number of visitors arriving in India has considerably come down resulting in reduced business.

The Company has been able to keep its expenses slightly lower at Rs.223.50 lakhs as compared to the previous year''s Rs.244.73 lakhs. The gross profits have increased to Rs.92.30 lakhs from Rs.53.44 lakhs. Sale of long term investments at the appropriate time resulted in a gain of Rs.87.07 lakhs, contributing to the increase in profits. Software services, which the company commenced last year, could not bring in much business. After providing Rs.67.72 lakhs towards depreciation and Rs. 0.08 Lakhs interest etc., net profit comes to Rs.24.50 lakhs as against a loss of Rs. 8.74 lakhs in the previous year.

OUTLOOK

Taking into account the economic situation during 2013-14 and the pointers for the coming year, state of world economy, performance of the hotel industry on which the Company''s travel division''s earnings depend, the monetary tightening and further stringent measures by Reserve Bank of India over Non Banking Financial Companies (NBFC), the outlook does not appear to be too bright. However, the newly formed Government of India is confident of an improvement in the economy as a result of various measures taken by them and also proposed to be taken, to boost investments especially FDI, manufacture and trade. Your Company continues to explore various options to increase its business operations over different fields like providing advertising agency services with a view to increase its revenues.

DIVIDEND

As the profits for the year are not sufficient enough, your directors regret their inability to recommend any dividend. A sum of Rs. 6.76 lakhs is being transferred to the Statutory Reserves, as required by RBI regulations.

The Company does not hold any public deposits as on 31st March 2014. The Company has stopped collecting public deposits and has got its Licence amended by Reserve Bank of India accordingly. Your Company does not propose to collect public deposits in the coming year.

DIRECTORS

Ms Visalakshi Periasamy retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

Mr M Ganapathy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr K Kandasamy whose term of office as Managing Director comes to a close on 24.06.2014 is being reappointed for a further period of 5 years.

As prescribed by Sec.217 (2AA) of the Companies Act, 1956, your Directors furnish herein the responsibility statement as under.

Your Directors state;

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

M/s K Ramkrish & Co., Chartered Accountants retire as Statutory Auditors on the conclusion of this Annual General Meeting. They have conveyed their consent for reappointment and have furnished the required declaration under Sec.224 of the Companies Act, 1956. Though they have completed two terms of 5 years as on 31.03.2014 as per the New Companies Act, 2013, they can be continued for a further period of 3 years, subject to approval in the Annual General Meeting. Accordingly they are being proposed for appointment.

LISTING WITH STOCK EXCHANGE

The Company''s securities are at present listed only with, Bombay Stock Exchange Ltd. Floor 25, P.J. Towers, Dalal Street, Mumbai, whose terminals are available nationwide.

The Listing Fees for the Bombay Stock Exchange have been paid upto date

CORPORATE GOVERNANCE

Your Company has implemented the code of Corporate Governance fully and the enclosed report gives the details thereon. A certificate from the statutory auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

The Company had adopted most of the voluntary guidelines for Corporate Governance as introduced by the Government of India. Some of them are also part of the guidelines prescribed under Clause 49 of the Listing Agreement and are being followed. However, some of the new voluntary guidelines could not be introduced - like tenure for Independent Directors, rotation of Auditors, etc. Your Company will consider their adoption in the coming years to the extent feasible.

CORPORATE SOCIAL RESPONSIBILITY

Similarly the requirements of Corporate Social responsibility as applicable will be introduced from the coming year.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc., are not applicable to your Company.

Foreign Exchange (Earnings & outgo: Total Foreign Exchange used and earned).

Particulars 2013-14 2012-13

Foreign exchange earnings Nil Nil

Foreign exchange outgo Nil Nil

PARTICULARS OF EMPLOYEES

There are no employees falling within the requirements of Section 217 (2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the services rendered by the Staff and Executives of your Company. Your Directors also thank the shareholders who have continued to repose their confidence in the Company and its management.

For and on behalf of the Board of Directors

DR PALANI G PERIASAMY CHAIRMAN

PLACE: CHENNAI - 34 DATE : 29.05.2014


Mar 31, 2013

Dear Members,

The Board of Directors present herein the TWENTYTHIRD Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2013 are briefly as follows: -

(Rs. in Lakhs)

For the year For the year Particulars Ended Ended 31.03.2013 31.03.2012

Income through Travel

Operations, Finance 298.17 351.32

Services and others

Expenditure ( Employee & Administrative 252.35 197.03

Profit 45.82 154.29

Depreciation 62.02 55.75

Interest & Bank Charges 0.16 0.81

Profit /(Loss) after

depreciation & Interest 66.11

Provision for Income Tax

- Current 0.24 24.30

- Deferred (6.11) (3.03)

Profit /(Loss) after Tax (2.87) 44.84

fourd /(deficit) brought 48.41 53.20

Profit available for appropriation 45.54 98.03

appropriation Transfer to Statutory Reserves 8.97

Proposed Dividend 34.98

Dividend Distribution Tax 5.67

Nerried oveus/(Deficit ) 45.54 48.41

PERFORMANCE

Income of the Company for the year 2012-13 came down to Rs.298.17 lakhs from Rs.351.32 lakhs reflecting in part the reduction of earnings in travel operations. This includes a sum of Rs.1.33 lakhs earned as profits in an export transaction for the first time and Rs.4.78 lakhs as dividend on investment in Dharani Sugars and Chemicals Limited. The expenses have gone up to Rs.306.91 lakhs from 285.21 lakhs due to general increase in all items of expenditure, especially in vehicle maintenance, cost of fuel etc. There was a gross profit of Rs.53.28 lakhs. However, depreciation had to be provided at a higher amount of Rs.62.02 lakhs as against Rs.55.75 lakhs in the previous year. Further, in the previous year, the Company was able to record a gain of Rs.28.48 lakhs through sale of some investments. A similar gain is not available this year as the stock market was also in a flux. The Company had to cease the business of a full fledged money changer, as Reserve Bank of India had withdrawn its licence. As a result the operations for the year ended in a net nominal loss of Rs.2.87 lakhs after providing for taxes.

OUTLOOK

Taking into account the economic situation during 2012-13 and the pointers for the coming year, state of world economy, performance of the hotel industry on which the company''s travel division''s earnings depend, the monetary tightening and further stringent measures by Reserve Bank of India over Non Banking Financial Companies (NBFC), the outlook does not appear too bright. However, the Government of India is confident of an improvement in the economy as a result of various measures taken by them and also proposed to be taken, to boost investments especially FDI, , manufacture and trade. Your Company continues to explore various options to increase its business operations over different fields with a view to provide better returns to the shareholders.

DIVIDEND

As the Company''s operations during the year under review have not resulted in profits, your directors regret their inability to recommend any dividend. No amount is being transferred to the Reserves due to the same reasons.

DEPOSITS

The Company does not hold any public deposits as on 31 st March 2013. The Company has stopped collecting public deposits and has got its Licence amended by Reserve Bank of India accordingly. Your Company does not propose to collect public deposits in the coming year.

RESERVE BANK OF INDIA DIRECTIONS

The Company is a NBFC registered with Reserve Bank of India and follows all the RBI''s regulations prescribed for such NBFCs not collecting public deposits. However, there was an accidental delay in surrendering the available foreign exchange, once its licence as full fledged money changer was withdrawn. The Company had to pay a sum of Rs.50,000/- as fees for condoning this delay.

DIRECTORS

Mr R K Viswanathan retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Dr S Muthu retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment

As prescribed by Sec.217 (2AA) of the Companies Act, 1956, your Directors furnish herein the responsibility statement as under. Your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s K Ramkrish & Co., Chartered Accountants retire as Statutory Auditors on the conclusion of this Annual General Meeting and they are eligible for reappointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec.224 of the Companies Act, 1956.

LISTING WITH STOCK EXCHANGE

The Company''s securities are at present listed only with,

Bombay Stock Exchange Ltd. Floor 25, P.J. Towers, Dalal Street, Mumbai, whose terminals are available nationwide.

The Listing Fees for the Bombay Stock Exchange have been paid upto date

CORPORATE GOVERNANCE

Your Company has implemented the code of Corporate Governance fully and the enclosed report gives the details thereon. A certificate from the statutory auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

The Company had adopted most of the voluntary guidelines for Corporate Governance as introduced by the Government of India. Some of them are also part of the guidelines prescribed under Clause 49 of the Listing Agreement and are being followed. However, some of the new voluntary guidelines could not be introduced - like tenure for Independent Directors, rotation of Auditors, etc. Your Company will consider their adoption in the coming years to the extent feasible.

CORPORATE SOCIAL RESPONSIBILITY

Similarly the voluntary guidelines for Corporate Social responsibility will be introduced for adoption in due course.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc., are not applicable to your Company.Foreign Exchange (Earnings & outgo: Total Foreign Exchange used and earned).

PARTICULARS OF EMPLOYEES

There are no employees falling within the requirements of Section 217 (2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the services rendered by the Staff and Executives of your Company. Your Directors also thank the shareholders who have continued to repose their confidence in the Company and its management.

For and on behalf of the Board of Directors

DR PALANI G PERIASAMY

CHAIRMAN

PLACE: CHENNAI - 34

DATE : 30.05.2013


Mar 31, 2012

The Board of Directors present herein the TWENTY SECOND Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2012 are briefly as follows:-

(Rs. in Lakhs)

Particulars For the year For the year Ended Ended 31.03.2012 31.03.2011

Income through Travel Operations, Finance

Services and others 351.32 293.74

Expenditure (Employee & Administrative Expenses) 197.03 188.83

Profit 154.29 104.91

Provision for diminution in value of investments 31.32 0.92

Depreciation 55.75 44.95

Interest & Bank Charges 0.81 2.93

Profit/(Loss) after depreciation & Interest 66.11 56.11

Provision for Income Tax

- Current 24.30 19.00

- Deferred (3.03) (4.87)

Profit/(Loss) after Tax 44.84 41.98

Surplus/(deficit) brought forward 53.20 48.74

Profit available for appropriation 98.03 90.72

APPROPRIATIONS

Transfer to Statutory Reserves 8.97 8.40

Proposed Dividend 34.98 24.99

Dividend Distribution Tax 5.67 4.15

Net Surplus/(Deficit)

carried over 48.41 53.20

Government of India had revised the format for Balance Sheet and Statement of Profit and Loss Account to provide more detailed information to the shareholders. Accordingly, the Balance Sheet and Profit & Loss have been presented in the revised format. This will enable the shareholders to understand and appreciate the results in a much better manner.

PERFORMANCE

Income of the Company during the year 2011-12 rose to Rs. 351.12. lakhs from Rs. 293.74 lakhs in the previous year. This represents an increase of 16.34%. The Company could earn a gross profit of Rs. 154.29 lakhs against Rs. 104.91 lakhs in the previous year. A gain of Rs. 28.48 Lakhs by selling some of its investments also contributed to this increase. Depreciation was provided at Rs. 55.75 lakhs against Rs. 44.95 lakhs in the previous year, an increase of 16%.

OUTLOOK

The general economic situation is expected to improve in the coming years and hopefully your Company can expect better returns. The Company has opened a travel desk at the newly opened five star hotel Le Meridien, Coimbatore part of the PGP Group. It is hoped that this will bring in additional business by providing travel facilities. The Company continues in its efforts to enlarge its business by providing IT services.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.70 per share (7.0%) absorbing a sum of Rs. 34.98 Lakhs. A sum of Rs. 5.67 lakhs has to be provided as Dividend Distribution Tax.

RESERVES

It is proposed to transfer a sum of Rs. 8.97 lakhs to the General Reserve. With this, the Reserves and Surplus as on 31st March 2012 would be Rs. 143.12 lakhs.

DEPOSITS

The Company does not hold any public deposits as on 31st March 2012. The Company has stopped collecting public deposits and has got its Licence amended by Reserve Bank of India accordingly. Your Company does not propose to collect public deposits in the coming year.

RESERVE BANK OF INDIA DIRECTIONS:

The Company is a NBFC registered with Reserve Bank of India and follows all the RBI's regulations prescribed for such NBFCs not collecting public deposits.

DIRECTORS

Dr Palani G Periasamy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Shir M Ganapathi retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

As prescribed by Sec.217 (2AA) of the Companies Act, 1956, your Directors furnish herein the responsibility statement as under.

Your Directors state;

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. K Ramkrish & Co., Chartered Accountants retire as Statutory Auditors on the conclusion of this Annual General Meeting and they are eligible for reappointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec.224 of the Companies Act, 1956.

LISTING WITH STOCK EXCHANGE

The Company's securities are at present listed only with, Bombay Stock Exchange Ltd. Floor 25, P.J. Towers, Dalal Street, Mumbai, whose terminals are available nationwide.

The Listing Fees for the Bombay Stock Exchange have been paid upto date.

CORPORATE GOVERNANCE

Your Company has implemented the code of Corporate Governance fully and the enclosed report gives the details thereon. A certificate from the statutory auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

The Company had adopted most of the recently introduced voluntary guidelines for Corporate Governance by the Government of India. Some of them are also part of the guidelines prescribed under Clause 49 of the Listing Agreement and are being followed. However, some of the new voluntary guidelines are not yet introduced - like tenure for Independent Directors, rotation of Auditors, etc. Your Company will consider their adoption in the coming years to the extent feasible.

CORPORATE SOCIAL RESPONSIBILITY

Similarly the voluntary guidelines for Corporate Social responsibility will be introduced for adoption in due course.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc., are not applicable to your Company.

PARTICULARS OF EMPLOYEES

There are no employees falling within the requirements of Section 217 (2A) of the Companies Act, 1956.

CAUTIONARY STATEMENT

Statements made in this report describing industry outlook as well as Company's plans, projections and expectations may constitute 'forwarding looking statements'. Actual results may differ materially from those either expressed or implied. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the services rendered by the Staff and Executives of your Company. Your Directors also thank the shareholders who have continued to repose their confidence in the Company and its management.

For and on behalf of the Board of Directors

DR PALANI G PERIASAMY CHAIRMAN

PLACE: CHENNAI-34 DATE : 23.05.2012


Mar 31, 2011

Dear Members,

The Board of Directors present herein the TWENTY FIRST Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The Financial results for the year ended 31st March 2011 are briefly as follows:-

For the year For the year Ended Ended

Particulars 31.03.2011 31.03.2010

(Rs. in Lakhs)

Income through Travel Operations, Finance Services and others 293.74 229.36

Expenditure 188.83 139.57 (Employee & Admn. Expenses)

Profit /(Loss) before depreciation & Interest 104.91 89.79

Provision for diminution in value of investments 0.92 (95.70)

Depreciation 44.95 43.18

Interest & Bank Charges 2.93 1 97

Profit /(Loss) after depreciation & Interest 56.11 140.33

Provision for Income Tax

-Current 19.00 18.50

-Deferred (4.87) (4.97)

Profit /(Loss) after Tax 41.98 126.80

Surplus /(deficit) brought forward 48.74 (23.36)

Profit available for appropriation 90.72 103.43

APPROPRIATIONS

Transfer to Statutory Reserves 8.40 25.55

Proposed Dividend 24.99 24.99

Dividend Distribution Tax 4.15 4:15

Net Surplus/(Deficit) carried over 53.20 48.74

PERFORMANCE

Income of the Company during the year 2010-11 rose to Rs.293.74 lakhs from Rs.229.36 lakhs in the previous year. This represents an increase of 28.07%. The, Company could earn a gross profit increased to Rs. 104.91 lakhs from Rs.89.79 lakhs in the previous year. A Gain of Rs.31.44 lakhs by selling some of its investments also contributed to this increase. Depreciation was provided at.Rs.44.95 lakhs against Rs.43.18 lakhs of the previous year. After making provision for taxes, the net profit works out Rs.41.98 lakhs as against Rs.126.80 lakhs in the previous year.

OUTLOOK

The general economic situation is expected to further improve in the coming years and hopefully your Company can expect better returns. The Company has opened a travel desk at the newly opened five star hotel Le Meridien, Coimbatore, part of the PGP group. It is hoped that this will bring in additional business by providing travel facilities. Though various options for enlarging the business were considered, the Company could not decide on any particular business model and continues to explore various possibilities in the present,.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.50 per share (5%) absorbing a sum of Rs. 24.99 Lakhs. Asum of Rs. 4.15 lakhs has to be provided as Dividend Distribution Tax.

RESERVES

It is proposed to transfer a sum of Rs. 8.40 lakhs to the General Reserve. With this, the Reserves and Surplus as on 31st March 2011 would be Rs. 85.74 lakhs.

DEPOSITS

The Company does not hold any public deposits as on 31st March 2011. The Company has stopped collecting public deposits and has got its Licence amended by Reserve Bank of India accordingly. Your Company does not propose to collect public deposits in the coming year. RESERVE BANK OF INDIA DIRECTIONS

The Company is a NBFC registered with Reserve Bank of India and follows all the RBI's regulations prescribed for such NBFCs not collecting public deposits.

DIRECTORS

Mrs Visalakshi Periasamy retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Dr. S. Muthu who Was appointed in the casual vacancy due to the death of Justice S.Sivasubramaniyam and his appointment comes to a close at this Annual General Meeting. He is being proposed for regular appointment as a director.

As prescribed by Sec.217 (2AA) of the Companies Act, 1956, your Directors furnish herein the responsibility statement as under.

Your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s K Ramkrish & Co., Chartered Accountants retire as Statutory Auditors on the conclusion of this Annual General Meeting and they are eligible for reappointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec.224 of the Companies Act, 1956.

SHARE CAPITAL AUDIT REPORT

As part of the guidelines issued by Government of India for voluntary adoption by all Companies, your Company appointed Mr M Damodaran, Practicing Company Secretary, to conduct Share Capital Audit of the Company. The Share Capital Audit Report for the financial yearended 31st March 2011, addressed to the Board of Directors of the Company, is attached to the Annual Report. The Share Capital Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreement with the Stock Exchanges, Securities Contracts (Regulations) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

LISTING WITH STOCK EXCHANGE

The Company's securities are at present listed only with,

Bombay Stock Exchange Ltd. Floor 25, P.J. Towers, Dalai Street, Mumbai, whose terminals are available nationwide.

The Listing Fees for the Bombay Stock Exchange has been paid upto date.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement under instructions from SEBI incorporating a code of corporate governance to be followed by listed Companies. Corporate Governance has become an important characteristic of late, after some regrettable developments in India and the world.

Your Company has implemented the same fully and the enclosed report gives the details thereon A certificate from the statutory auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report

The Company had adopted most of the recently introduced voluntary guidelines for Corporate Governance as introduced by the Government of India. Some of them are also part of the guidelines prescribed under Clause 49 of the Listing Agreement and are being followed. However, some of the new voluntary guidelines could not be introduced due to shortage of time - like tenure for Independent Directors, rotation of Auditors, etc Your Company plans to adopt them in the current year to the extent feasible.

CORPORATE SOCIAL RESPONSIBILITY

Similarly the voluntary guidelines for Corporate Social responsibility are being examined and are likely to be introduced for adoption from the coming year and the report will be attached.

ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc., are not applicable to your Company:

Foreign Exchange (Earnings & outgo: Total Foreign Exchange used and earned).

Particulars 2010-11 2009-10

Foreign exchange earnings Nil Nil

Foreign exchange outgo Rs. 1609.00 Rs. 6592.00

PARTICULARS OF EMPLOYEES

There are no employees falling within the requirements of Section 217 (2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the services rendered by the Staff and Executives of your Company. Your Directors also thank the shareholders who have continued to repose their confidence in the Company and its management

For and on behalf of the Board of Directors

DR PALANIG PERIASAMY CHAIRMAN

Place : Chennai-34 Date : 24.05.2011


Mar 31, 2010

The Board of Directors present herein the TWENTIETH Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The Financial results for the year ended 31th March 2010 are briefly as follows:

For the year For the year Ended Ended

Particulars 31.03.2010 31.03.2009

(Rs. in Lakhs)

Income through Travel

Operations, Finance

Services and others 229.36 242.14

Expenditure 139.57 151.02

(Employee & Admn.

Expenses)

Profit 89.79 91.12

Provision for diminution

in value of investments (95.70) 63.82

Provision for NPA 0.00 (7.00)

Denreciation 43.18 41.23

Interest & Bank Charges 1.97 0.26

Profit / (Loss) after

depreciation & interest 140.33 (7.19)

Provision for Income Tax

- Current 18.50 23.80

- Deferred (4.97) (3.06)

Profit/(Loss) after Tax 126.80 (27.92)

Surplus / (deficit)

brought forward (23.36) 4.56

Profit available for

appropriation 103.43 (23.36)

APPROPRIATIONS

Transfer to Statutory

Reserves 25.55 -

Proposed Dividend 24.99 -

Dividend Distribution Tax 4.15 -

Net Surplus/(Deficit)

carried Over 48.74 (23. 36)



PERFORMANCE



Despite a nominal reduction in its total income from Rs. 242.14 lakhs to Rs. 229.36 lakhs, the Company could generate a profit of Rs. 140.33 lakhs mainly due to withdrawal of the provision of Rs. 95.70 lakhs for diminution in value of its investments on account of the substantial improvement in the stock market.

The Company could also reduce its administrative expenses from Rs.120.66 lakhs to Rs.107.18 lakhs. As a result, gross profits came upto Rs. 140.33 (as against a loss of Rs.7.19 lakhs in the previous year). After providing for taxes to the tune of Rs. 13.53 lakhs, the net profit come to Rs.126.q0 lakhs. Setting off the carried forward loss o Rs.23.36 lakhs from previous year, the net surplus works out to Rs.103 lakhs

OUTLOOK

The general economic situation is . pected to further improve in the coming years and hopefully your Company can expect better returns. Though various options for enlarging the business were considered, the Company could not decide on any particular business model and continues to explore various possibilities in the present, economic situation.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.50 per share (5%) absorbing a sum of Rs. 24.99 Lakhs. A sum of Rs. 4.15 lakhs has to be provided as Dividend Distribution Tax.

RESERVES

It is proposed to transfer a sum of Rs. 25.55 lakhs to the General Reserve. With this, the Reserves and Surplus as on 31th March 2010 would be Rs. 77.34 lakhs.

DEPOSITS

The Company does not hold any public deposits as on 31th March 2010. The Company has stopped collecting public deposits and has got its Licence amended by Reserve Bank of India accordingly. Your Company does not propose to collect public deposits in the coming year.

RESERVE BANK OF INDIA DIRECTIONS

The Company is a NBFC registered with Reserve Bank of India and follows all the RBIs regulations prescribed for such NBFCs not collecting public deposits.

DIRECTORS

Mr R K Viswanathan and Justice S Sivasubramaniyam retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

As prescribed by Sec.217 (2AA) of the Companies Act, 1956, your Directors furnish herein the responsibility statement as under.

Your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s K Ramkrish & Co., Chartered Accountants retire as Statutory Auditors on the conclusion of this Annual General Meeting and they are eligible for reappointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec.224 of the Companies Act, 1956.

SECRETARIAL AUDIT REPORT

As part of the guidelines issued by Government of India for voluntary adoption by all Companies, your Company appointed Mr M Damodaran, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31th March 2010, addressed to the Board of Directors of the Company, is attached to the Annual Report. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act,1956, Depositories Act, 1996, Listing Agreement with the Stock Exchanges, Securities Contracts (Regulations) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including the Securities and Exchange to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

LISTING WITH STOCK EXCHANGES

The Companys securities are at present listed only with,

Bombay Stock Exchange Ltd. Floor 25, P.J. Towers, Dalai Street, Mumbai, whose terminals are available nationwide.

The Listing Fees for the Bombay Stock Exchange has been paid upto date.

The Company had applied for Voluntary Delisting of its equity shares from Madras Stock Exchange on 27th July 2007, after getting the approval of the shareholders in the Annual General Meeting held on 27th July 2007. After following up with the Madras Stock Exchange, approval for the voluntary delisting was received from Madras Stock Exchange with effect from 21st December 2009 through their letter No. MSE /LD /PSK /731 /299 /09 dated 21st December 2009.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement under instructions from SEBI incorporating a code of corporate governance to be followed by. listed Companies. Corporate Governance has become an important characteristic of late, after some regrettable developments in India arid the world.

Your Company has implemented the same fully and the enclosed report gives the details thereon. A certificate from the statutory auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

The Company had adopted most of the recently introduced voluntary guidelines for Corporate Governance as introduced by the Government of India. Some of them are also part of the guidelines prescribed under Clause 49 of the Listing Agreement. However, some of the new voluntary guidelines could not be introduced due to shortage of time - like tenure for Independent Directors, rotation of Auditors, etc. Your Company plans to adopt them in the current year to the extent feasible.

CORPORATE SOCIAL RESPONSIBILITY

Similarly the voluntary guidelines for Corporate Social responsibility will be introduced for adoption from the coming year and the report will be attached.

ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption etc., are not applicable to your Company.

Foreign Exchange (Earnings & outgo: Total Foreign Exchange used and earned).



Particulars 2009-10 2008-09

Foreign exchange

earnings Nil Nil

Foreign exchange

outgo Rs. 6592.00 Rs. 4780.00



PARTICULARS OF EMPLOYEES

There are no employees falling within the requirements of Section 217 (2A) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the services rendered by the Staff and Executives of your Company. Your Directors also thank the shareholders who have continued to repose their confidence in the Company and its management

For and on behalf of the Board of Directors



Place: Chennai-34 DR PALANIG PERIASAMY

Date: 26.05.2010 CHAIRMAN

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