Mar 31, 2015
The Directors present their 63RD Annual Report with Audited Statement
of Accounts for the year ended on March 31, 2015.
Financial Results:
(Amt. In Lacs)
Particulars Year Ended Year Ended
31/03/2015 31/03/2014
Revenue from operations 871.49 1572.33
Revenue from Other Income - -
Profit before Dep. & Int. 1182.09 (56.80)
Depreciation (0.07) 2.64
Interest 939.61 7.03
Profit after
Depreciation & Interest (404.49) (66.47)
Provision for Taxation - 0.67
Provision for Tax (deferred) 0.36 21.69
Tax Adjustment for earlier years - 0.00
Profit after Tax (404.96) (45.44)
Net profit/ (Loss) (404.96) (45.44)
EPS (0.198) (0.056)
During the year Company's total operational revenue including other
income is '871.49 Lacs as compared to '1572.33 Lacs in the previous
year and thereby registering a decline of 44.57%, as compared to the
previous year. The decline in operational revenue is mainly due to
violate market condition and slack capital market platform, devaluation
of stock and increase in administrative expenses, ultimately leads to
stiff decline in profitability of the company and resulted in loss
after tax i.e '404.96 Lacs against the loss after tax '45.44 Lacs in
the previous year.
The management of the Company hereby very optimistic regarding
performance of the Company in future and taking every steps and making
every efforts to turn the Company in to profitable organization.
Dividend:
In view of losses during the year, your Directors have not recommended
any dividend on Equity Shares for the year under review.
Board Of Directors:
During the year under review, Mrs. Hiral Kalpesh Mehta, Director and
CFO of the Company had resiged w.e.f. 26/12/2014 due to her
pre-occupations. The Board of Directors of the Company appreciates the
Contributions made by her during her tenure of Directorship.
Mr. Dheeraj Babulal Shah, Managing Director, who though not liable to
retire by rotation is retiring by rotation to enable compliance by the
Company with the provisions of Section 152 of the Companies Act, 2013
(hereinafter called "the Act") and being eligible, offers himself for
re-appointment.
As required under clause 49 of the listing agreement with the stock
exchanges, the information on the particulars of directors proposed for
appointment/reÂappointment has been given in the notice of annual
general meeting.
Deposits:
The Company has been registered as a NBFC since 1998 in terms of the
provisions of Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007. Your
company is categorized as an Non deposit taking Non Banking Financial
Company. The Company has not accepted any deposits during the year from
the public within the meaning of Section 73 of The Companies Act, 2013.
Share Capital:
During the year, the Company has increased its Authorized Share Capital
from '15.50 Crores to Rs.21.50 Crores to ebable itself for issuing Bonus
Shares, for which Company has taken the approval of its members at its
general meeting held on 2nd April, 2014.
Bonus Shares:
During the year under review your Company with an intention to rewards
its member has allotted Bonus shares to its members as on October 27,
2014 (Record Date) in the ratio of 3:2 aggregating to 12,26,55,000
equity shares of Rs.1/- each for which members of the company had
accorded their consent at previous Annual General Meeting of the
Company held on 30th September, 2014. Accordingly, the Paid-up Capital
of the Company as on 31.03.2015 stands increased from '8.17 Crores to
'20.44 Crores and accordingly the reserves appropriated.
Shifting of Registered Office of the Company:
During the year under consideration, the Company's registered office
had been shifted twice within the local limit of same city with the
view to avail better infrastructure and good ambiance. Previously the
registered office had been shifted from 3-A, Akash CHS, Talawad Nagar,
Ashok Nagar, Kandivali (East), Mumbai - 400101 to Unit No.802,
Ghanshyam Enclave, New Link Road, Near Lalajipada Police Station,
Kandivali (West), Mumbai  400067 w.e.f December 12, 2014 and from Unit
No.802, Ghanshyam Enclave, New Link Road, Near Lalajipada Police
Station, Kandivali (West), Mumbai  400067 to B/411, Crystal Plaza, New
Link Road,Opp. Infinity Mall, Andheri (West), Mumbai  400053 w.e.f
July 21, 2015.
Directors' Responsibility Statement:
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the accounts for the financial year
ended 31st March, 2015 the applicable accounting standards have been
followed, along with proper explanation relating to all material
departures.
2. That they have, in the selection of the accounting policies,
consulted the statutory auditors and have applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of financial year and of the profit of the Company for that period.
3. They have taken proper and sufficient care to the best of their
knowledge and ability 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.
4. That the Directors have prepared the accounts for the financial
year ended 31st March, 2015 on a going concern basis.
Declaration of Independence by Directors:
The Independent Non-executive Directors of the Company, viz. Mr.
Avadhesh Pal, Mr. Sachin Talgaonkar and Ms. Deepti Lalwani have
affirmed that they continue to meet all the requirements stipulated in
Section 149(6) of the Act and Clause 49(II)(B)(1) of the Listing
Agreement in respect of their position as an "Independent Director" of
Esaar (India) Limited.
Policies on Directors' Appointment and Remuneration:
The policies of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of Section 178 of the Act is appended as Annexure I.
Evaluation of Board Of Directors:
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Nomination and Remuneration Committee of the Board
carried out the annual evaluation of the performance of the Board as a
whole, the Directors individually as well as of various Committees of
the Board. The performance evaluation of the Independent Directors was
carried out by the entire Board. The performance evaluation of the
Chairman and non independent Directors was also carried out by the
Independent Directors at their separate meeting. The Directors
expressed their satisfaction with the evaluation process.
Statutory Auditors:
M/s. Pravin Chandak & Associates, Chartered Accountants having
Registration No. 116627W, who are Statutory Auditors of the Company
hold office up to the forthcoming Annual General Meeting and are
recommended for re-appointment to audit the accounts of the Company for
the Financial Year 2015-16. As required under the provisions of Section
139 of the Companies Act, 2013, the Company has obtained written
confirmation from M/s. Pravin Chandak & Associates, that their
appointment, if made, would be in conformity with the limits specified
in the said Section.
Auditors Report:
Observations made in the Auditors' Report are self-explanatory and
therefore do not call for any further comments under Section Section
134(1) of the Companies Act, 2013.
Details Explanation on remarks/observation/qualification made by
Statutory Auditors:
M/s. Pravin Chandak and Associates, Practicing Chartered Accountant, in
his Independent Auditor Report for financial year 2014-15 have drawn
the attention of the management on some Prudential Norms of NBFC, which
have been marked as qualification in his report. In connection with the
same management here with give the explanation for the same as follows:
Your Company is Small NBFC, as compared to other giants in the market.
Company had not accepted any deposits from public. The Company is doing
business out of its own fund. The Company operates its business with at
most care and diligence. As far as making of Loan and Advances are
concerned, management grants demand loan only either to the parties
known to the Company or by reference which are governed by the Board
policies. Considering the close monitoring of Board no appraisal,
renewal, Policies and Procedure, therefore in some cases loan
agreements or some KYC were not maintained. However your Directors are
of a view that the Company has maintained all basic and necessary
documents, but according to the auditor the documents are not
appropriate/enough. The Company is under process to make KYC documents
in line with auditor's directions, for all future loan agreement and
contracts to be entered.
The Loans and Advances granted by the Company is considered as good and
recoverable and do not required any provisions and same has been
closely supervised and monitored on regular basis and proper internal
control is on place.
The management of the Company is quite confident that there is/was no
NPA. The Company grants unsecured loan either to the parties to whom
Company knows personally or to the parties, whose reference has been
received from, some parties with whom Company has already done the
business. Though the repayment of the loan and interest there on might
have been delayed some time by the parties, but Company do receive the
payment on later date.
Secretarial Audit:
M/s. P.D. Pandya & Associates, Company Secretary in Practice has been
appointed, pursuant to the requirements of Section 204(1) of the Act,
and Rule 9 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, to conduct the Secretarial Audit for the
financial year 2014-15. The Secretarial Audit Report as received from
M/s. P.D. Pandya & Associates is appended to this Report as Annexure
II.
Details Explanation on remarks/observation/qualification made by
Secretarial Auditors:
M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his
Secretarial Audit Report for financial year 2014-15 have drawn the
attention of the management on some the non-compliances, which have
been marked as qualification in his report. In connection with the same
management herewith give the explanation for the same as follow:
As pointed out by the Secretarial Auditor, the company has created
charge in the year 1996 and the company has paid the dues to The
Fedreal Bank Limited but due to slip of mind failed to file the forms
related to satisfaction of charge. The Management of the company
ensures to file the respective forms required to satisfy the charge.
As far as the appointment of Internal Auditor and Internal Control is
concerned, The Management of the Company is of a view that the
Company's size is very small as compared to its peer group companies,
the Company has already in place Risk Management Policy to cope up with
unforeseeable threats, risks and frauds. The management thinks that
Company has adequate Internal Control System commensurate with the size
of the Company and the Statutory Auditor also conduct test audit on
quarterly basis and submit the limited review certificate and draws the
attention of the management on concerned matters. However the
Management also ensures to strengthen the Internal Control System of
the Company. However to make good of said default Company has appointed
M/s. A M Gohel & Co., as Internal Auditor of the Company in current
financial year for conducting periodic internal audit in compliance of
Section 138 of Companies Act, 2013.
Particulars of Contracts or Arrangements with Related Parties:
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC - 2 are
appended as Annexure III.
Extract of Annual Return:
Pursuant to the requirements under Section 92(3) and Section 134(3) of
the Act read with Rule 12 of Companies (Management and Administration)
Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is
given in the Report as Annexure IV.
Particulars of Employees and Related Information:
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing the disclosures
pertaining to remuneration and other details as required under the Act
and the above Rules are provided in the Annual Report. The disclosures
as specified under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, have been appended
to this Report as Annexure V.
Reports on Corporate Governance and Management Discussion & Analysis:
The reports on Corporate Governance and Management Discussion and
Analysis for the year under review, as stipulated under Clause 49 of
the Listing Agreement form part of the Annual Report. The certificate
from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is annexed to the Corporate
Governance Report, have been appended to this Report as Annexure VI.
Corporate Governance Compliance:
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
a separate section titled "Corporate Governance Report" is attached to
this Annual report. We have obtained a certificate from a Chartered
Accountant on our compliances with clause 49 of the listing agreement
with Stock Exchange.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
Certification:
The Chief Executive Officer and Chief Financial Officer Certification
as required under Clause 49 of the Listing Agreements and Chief
Executive Officer declaration about the Code of Conduct is Annexed to
this Report.
Risk Management and Internal Controls:
The Company has the Risk Management and Internal Control framework in
place commensurate with the size of the Company. However Company is
trying to strengthen the same. The details of the risks faced by the
Company and the mitigation thereof are discussed in detail in the
Management Discussion and Analysis Report that forms part of the Annual
Report as Annexure VII.
Foreign Exchange:
The Company does not have any Foreign exchange earnings / expenses
during the year under review and therefore the information in respect
of Foreign Exchange Earnings and Outgo as required by Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is not provided.
Listing of Shares:
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year
2015-2016.
Subsidiary, Joint Venture or Associate Companies:
During the year, no company has become or ceased to be a subsidiary,
joint venture or associate of the Company.
Conservation of Energy and Technology Absorption:
The Company is not required to give information relating to
conservation of energy and technology absorption as the Company is not
engaged in any activities referred to in Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
Particulars of Loans, Guarantees or Investments:
Details of investments covered under section 186 of the Companies Act,
2013 ("the Act") will be produced for verification to the members at
the Registered Office of the company on their request.
Related Party Transactions:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
Vigil Mechanism/Whistle Blower Policy:
The Company is committed to the high standards of Corporate Governance
and stakeholder responsibility. The Company has established a vigil
mechanism to be known as the 'Whistle Blower Policy' for its Directors
and employees, to report instances of unethical behaviour, actual or
suspected, fraud or violation of the Company's Code of Conduct.
The aim of the policy is to provide adequate safeguards against
victimization of whistle blower who avails of the mechanism and also
provide direct access to the Chairman of the Audit Committee, in
appropriate or exceptional cases.
Accordingly, 'Whistle Blower Policy' has been formulated with a view to
provide a mechanism for the Directors and employees of the Company to
approach the Ethics Counselor or the Chairman of the Audit Committee of
the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing
to raise a concern about serious irregularities within the Company.
Policy for Prevention of Insider Trading & Redressal of Sexual
Harassment of Women at Workplace:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
The company has framed policy in accordance with The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
During the financial year 2014-15, no cases in the nature of sexual
harassment were reported at any workplace of the company.
Green Initiative in Corporate Governance:
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29, 2011 respectively), has undertaken
'Green initiative in corporate Governance' and allowed companies to
share documents with its shareholders through an electronic mode.
Members are requested to support their green initiative by
registering/updating their email addresses, in respect of shares held
in dematerialised form with their respective depository participants
and in respect of shares held in physical form with RTA of Company.
Acknowledgement:
The Directors express their sincere gratitude to the Reserve Bank of
India, Securities and Exchange Board of India, BSE Limited, Ministry of
Corporate Affairs, Registrar of Companies, National Securities
Depository Limited, Central Depository Services (India) Limited, other
government and regulatory authorities, lenders, financial institutions
and the bankers of Esaar (India) Limited for their ongoing support.
The Directors also place on record their sincere appreciation for the
continued support extended by the Company's stakeholders and trust
reposed by them in the Company. The Directors sincerely appreciate the
commitment displayed by the employees of the Company and its
subsidiaries/associates across all levels, resulting in satisfactory
performance during the year.
FOR & ON BEHALF OF THE BOARD
Place: Mumbai Sd/- Sd/-
Date: 12/08/2015 Dheeraj Shah Avadhesh Pal
(Managing Director) (Director)
Mar 31, 2014
The Members
The Directors present their 62nd Annual Report with Audited Statement
of Accounts for the year ended o March 31, 2014.
FINANCIAL RESULTS:
(Amt. In Lacs)
Particulars Year Ended Year Ended
31/03/2014 31/03/2013
Income 1572.33 1365.82
Profit before Dep. & Int. (56.80) 15.18
Depreciation 2.64 10.15
Interest 7.03 0.00
Profit after Depreciation & Interest (66.47) 5.03
Provision for Taxation 0.67 4.47
Provison for Tax (deferred) 21.69 (2.78)
Tax Adjustment for earlier years 0.00 0.00
Profit after Tax (45.44) 3.34
Net profit/ (Loss) (45.44) 3.34
Amount Available for Appropriation (45.44) 3.34
Balance carried to Balance Sheet (45.44) 3.34
FINANCIAL HIGHLIGHTS:
During the year Company''s total sales including other income is Rs.
1572.33 Lacs as compared to Rs 1365.82 Lacs in the previous year and
thereby registering a gradual hike of 15.12%, as compared to the
previous year. Inspite of an increase in total turnover, the company
has registered a net loss of Rs.(45.44) Lacs against the profit of Rs.
3.34 Lacs in the previous year, this has happen mainly because of
increase in administartive expenses as compared to the previous year
and decrease in valuation of stock as on 31.03. 2014.
DIVIDEND:
In view of losses during the year, your Directors have not recommended
any dividend on Equity Shares for the year under review.
BOARD OF DIRECTORS
During the year under review, your Board inducted Mrs. Hiral Kalpesh
Mehta, as an Additional Director of the Company w.e.f. 04/08/2014, who
has also been appointed as an CFO in KMP category in complaince of the
provisions section 203 of the Companies Act, 2013. Mrs. Hiral Kalpesh
Mehta, retires by rotation and being eligible, offers herself for
re-appointment at the ensuing Annual General Meeting. Board has
recommended her re-appointment.
As required under clause 49 of the listing agreement with the stock
exchanges, the information on the particulars of directors proposed for
appointment/re-appointment has been given in the notice of annual
general meeting.
DEPOSITS:
The Company has been registered as a NBFC since 1998 in terms of the
provisions of Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudentail Norms (Reserve Bank) Directions, 2007. Your
company is catagorised as an Non deposit taking Non Banking Financial
Company. The Company has not accepted any deposits during the year from
the public within the meaning of Section 73 of The Companies Act,
2013.
DECLARATION OF INDEPENDENCE BY DIRECTORS
The Independent Non-executive Directors of the Company, viz. Mr.
Avadhesh Pal, Mr. Sachin Talgaonkar and Ms. Deepti Lalwani have
affirmed that they continue to meet all the requirements specified
under Clause 49(I)(A)(iii) of the listing agreement in respect of their
position as an "Independent Director" of Esaar (India) Limited.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the accounts for the financial year
ended 31st March, 2014 the applicable accounting standards have been
followed, along with proper explanation relating to all material
departures.
2. That they have, in the selection of the accounting policies,
consulted the statutory auditors and have applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of financial year and of the profit of the Company for that period.
3. They have taken proper and sufficient care to the best of their
knowledge and ability 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.
4. That the Directors have prepared the accounts for the financial
year ended 31st March, 2014 on a going concern basis.
AUDITORS:
M/s. Pravin Chandak & Associates, Chartered Accountants having
Registration No. 116627W, have been the Auditors of the Company since
18th March, 2011 and have completed a term of Three years. As per the
provisions of section 139 of the Act, no listed Company can appoint or
re-appoint an audit firm as auditor for more than two terms of five
consecutive years. In view of the above, M/s. Pravin Chandak &
Associates, being eligible for re-appointment and based on the
recommendation of the Audit Committee, the Board of Directors has, at
its meeting held on 3rd September, 2014, proposed the appointment of
M/s. Pravin Chandak & Associates, as the Statutory Auditors of the
Company for a consecutive period of five years to hold office from the
conclusion of this AGM till the conclusion of the 67th AGM of the
Company to be held in the year 2019 (subject to ratification of their
appointment at every AGM).
AUDITORS REPORT:
Observations made in the Auditors'' Report are self-explanatory and
therefore do not call for any further comments under Section Section
134(1) of the Companies Act, 2013.
STATUTORY DISCLOSURES:
As required under the provisions of section 217(2A) of the Companies
Act, 1956, read with the companies (Particulars of Employees) Rules,
1975, as amended, particulars of employees are set out in the annexure
to the Directors'' Report. As per the provisions of Section
219(1)(b)(iv) of the said Act, this report is being sent to all the
members excluding the particulars of the employees.
Directors'' Responsibility Statement as required by section 217(2AA) of
the Companies Act, 1956 appears in preceding paragraph.
Certificate from auditors of the Company regarding compliance of
conditions of corporate governance is annexed to this report.
Disclosures as prescribed by Non- Banking Financial (Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007
and other NBFC Regulations have been made in this Annual Report.
A Cash Flow Statement for F.Y 2013-2014 is attached to the Balance
Sheet.
FOREIGN EXCHANGE:
The Company does not have any Foreign exchange earnings / expenses
during the year under review and therefore the information in respect
of Foreign Exchange Earnings and Outgo as required by Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is not provided.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year
2014-2015.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company is not required to give information relating to
conservation of energy and technology absorption as the Company is not
engaged in any activities referred to in Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
PARTICULARS OF EMPLOYEE:
There is no employee drawing remuneration for which information is
required to be submitted under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29, 2011 respectively), has undertaken
''Green initiative in corporate Governance'' and allowed companies to
share documents with its shareholders through an electronic
mode.Members are requested to support their green initiative by
registering/updating their email addresses, in respect of shares held
in dematerialised form with their respective depository participants
and in respect of shares held in physical form with RTA of Company.
CORPORATE GOVERNANCE COMPLIANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
a separate section titled "Corporate Governance Report" is attached to
this Annual report. We have obtained a certificate from a Chartered
Accountant on our compliances with clause 49 of the listing agreement
with Stock Exchange
MANAGEMENT DISCUSSION AND ANALYSIS:
A report on Management Discussion and Analysis (MDA), forming part of
this report, inter-alia, deals adequately with the operation as also
current and future outlook of the company.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification
as required under Clause 49 of the Listing Agreements and Chief
Executive Officer declaration about the Code of Conduct is Annexed to
this Report.
COMPANIES ACT, 2013:
The Companies Act, 2013 was notified in the Official gazette of the
Government of India on August, 29, 2013. On September 12, 2013
Ministry of Corporate Affairs (MCA) notified 98 sections and on March
27, 2014 the MCA notified another 198 sections which were deemed to
come into force on 1st April, 2014.
The MCA wide circular No. 08/2014 dated April 4, 2014 clarified that
the financial statements and the documents required to be attached,
thereto, the auditors'' and directors'' report in respect of the
financial year under reference shall continue to be governed by the
relevant provisions of the Companies Act, 1956, schedules and rules
made there under.
The Company has accordingly prepared the balance sheet, profit & Loss
a/c, the schedules and notes thereto and the Director''s report in
accordance with the relevant provisions of the Companies Act, 1956,
schedules and rules made there under.
The Company has to take cognizance of the new legislation and shall
comply with the provisions of the Companies Act, 2013 as applicable.
ACKNOWLEDGEMENT:
The Board of Directors wishes to express sincere thanks to Bankers,
Shareholders, clients, Financial Institutions, customers, suppliers and
employees of Companies for extending support during the year.
FOR & ON BEHALF OF THE BOARD
Place: Mumbai Sd/- Sd/-
Date: 03/09/2014 Dheeraj Shah Avadhesh Pal
(Managing Director) (Director)
Mar 31, 2012
The Directors present their 60th Annual Report with Audited Statement
of Accounts for the year ended on March 31' 2012.
Financial Results
(Amt. In Lacs)
Particulars Year Ended Year Ended
31/03/2012 31/03/2011
Income 305.81 128.07
Profit before Pep. & Int. 14.76 1.08
Depreciation 10.14 10.31
Interest 0.00 0.00
Profit after Depreciation
& Interest 4.62 (9.23)
Provision for Taxation 4.26 0.00
Provison for Tax (deferred) (2.71) (2.68)
Tax Adjustment for earlier years (0.32) 0.00
Profit after Tax 3.40 (6.55)
Net profit/ (Loss) 3.40 (6.55)
Amount Available for Appropriation 3.40 (6.55)
Balance carried to Balance Sheet 3.40 (6.55)
FINANCIAL HIGHLIGHTS
During the year Company's total sales including other income is Rs
305.81 lacs as compared to Rs 128.07 lacs in the previous year and
thereby registering an increase of 138.78% as compared to the previous
year. The Net Profit after tax was Rs. 3.40 Lacs against Rs. (6.55)
Lacs in the previous year' registering an increase of 151.91% as
compared to the previous year.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act' 1956 and the
Articles of Association of the Company Mr. Manoj Batra retire by
rotation at the ensuing Annual General Meeting' and being eligible
offers himself for reappointment.
During the financial year 2011-12' the Board of Directors appointed Mr.
Dheeraj Babulal Shah as Managing Director of the Company.
Mr. Sameer Saxena has resigned as the director from the Board of the
Company with effect from 25/05/2011. During'his tenure as Director' he
has greatly contributed to the performance of the Company by his vast
knowledge and experience.
Ms. Deepti Lalwani has ben appointed as an additional director on Board
of the Company with effect from 28/08/2012. Your Directors recommend
the appointment of
Ms. Deepti Lalwani as a Director of your Company at the forthcoming
Annual General Meeting.
DEPOSITS
The Company has been registered as a NBFC since 1998. in terms o fthe
provisions of Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudentail Norms (Reserve Bank) Directions' 2007. Your
company is catagorised as an Non deposit taking Non Banking Financial
Company. The Company has not accepted any deposits during the year from
the public within the meaning of Section 58 A of The Companies Act'
1956.
CREATION OF STATUTORY RESERVE
Your company has been registered as a NBFC since 1998. As per the RBI
Act' 1934 under section 45 IC' every NBFC company has required to
transfer 20% of its net profit for every financial year.
Your company has in default in compling of this section and now company
is creating statutory reserve by transferring 20% of net profit since
1998.
FOREIGN EXCHANGE
There is no inflow and outflow of Foreign Exchange.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act' 1956' with respect to Directors' Responsibility Statement' it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March 2012 the applicable accounting standards have been
followed' aiong with proper explanation relating to all material
departures.
(ii)That they have' in the selection of the accounting policies'
consulted the statutory auditors and have applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of financial year and of the profit of the Company for that period.
(iii) They have taken proper and sufficient care to the best of their
knowledge and ability 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) That the Directors have prepared the accounts for the financial
year ended 31st March 2012 on a going concern basis.
AUDITORS '
M/S. PRAVIN CHANDAK & ASSOCIATES' Chartered Accountants statutory
auditors of the Company retire at the forthcoming Annual General Meting
and' being eligible'
offer themselves for re-appointment. The Company has received a
certificates from them under Section 224(1-B) & 226(3) of the Companies
Act' 1956.
AUDITORS REPORT
Observations made in the Auditors' Report are self-explanatory and
therefore do not call for any further comments under Section 217(3) of
the Companies Act' 1956.
POSTAL BALLOT
Postal ballot was conducted by the company for the approval of members
for change of Registered Office of the Company from State of West
Bengal to Maharashtra' result of which has been declared in board
meeting held on 03/05/2011.
SHIFTING OF REGISTERED OFFICE
The Company has filed petition to CLB' Calcutta for shifting of its
registered office from Calcutta in the State of West Bengal to Mumbai
in the State of Maharastara and CLB issued its order on 23rd August'
2011 consequently registered office of company has been shifted to
Mumbai' Maharastara.
LISTING OF SHARES
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year
2011-2012 and 2012-2013.
DELISTING OF SHARES
The Registered office of the company is situated in Mumbai and
Companies shares are mainly and highly traded in Bombay Stock exchange
and there was hardly or thinly traded in Jaipur' Calcutta and Ahmedabad
Stock Exhanges. The Company had filed the delising application to all
these three Stock Exchanges and Consequently Shares of the company has
been delisted from Ahmedabad Stock Exchange and Jaipur Stock Exchange.
However delisting application is in process with Calcutta Stock
Exchange.
REGISTRAR AND TRANSFER AGENT
Since the registered office of the company has been shifted from the
state of West Bengal to State of Maharastra and it is difficult to
cordinate whith RTA situated in Calcutta' it was advised to company to
change its RTA and consequently company has changed its RTA from S.K.
Computers to Purva Share Registry (India) Pvt Ltd.
SUB-DIVISION OF SHARES
In order to create long term value for its investors' and to allow
small investors to invest in company's stock' during the year company
has sub-divided its equity share capital from face value of Rs.10/- per
share to Rs.l/- per share for which company has taken the approval of
members in last annual general meeting.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988' on conservation of energy and
Technology absorption is not applicable.
PARTICULARS OF EMPLOYEE
The information required under section 217(2A) of the Companies Act
1956' read with the Companies (particulars of employees) Rules 1975'
forms part of this report - Not applicable.
GREEN INITIATIVE IN CORPORATE GOVERNANCE'
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29'2011 respectively)' has undertaken
'Green initiative in corporate Governance' and allowed companies to
share documents with its shareholders through an electronic mode.
Members are requested to support their green initiative by
registering/updating their email addresses' in respect of shares held
in dematerialized form with their respective depository participants
and in respect of shares held in physical form with RTA of Company.
CORPORATE GOVERNANCE COMPLIANCE
As required under the listing agreement with the stock exchange'
corporate governance and management discussion and analysis report form
part of this Annual Report.
ACKNOWLEDGEMENT
The Board of Directors wishes to express sincere thanks to Bankers'
Shareholders' clients' Financial Institutions' customers' suppliers and
employees of Companies for extending support during the year.
FOR & ON BEHALF OF THE BOARD
PLACE: MUMBAI Sd/-
DATED :28/08/2012 DHEERAJ SHAH
(Managing Director)
Mar 31, 2011
The Members
The Directors present their SS^1 Annual Report with Audited Statement
of Accounts for the year ended on March 31, 2011.
Financial Results
(Amt. In Lacs)
Particulars For the year ended on
31/03/2011 31/03/2010
Income 128,07 261.59
Profit before Pep. & Int. 1.08 2.08
Depreciation 10.31 10.79
Interest 0.00 0.00
Profit after Depreciation & Interest (9.23) 1.29
Provision for Taxation 0.00 0.20
Provlson for Tax (deferred) (2.68) (2.70)
Profit after Tax (6.55) 3.79
Net profit/ (Loss) (6.55) 3.79
Amount Available for Appropriation (6.55) 3.79
Balance carried to Balance Sheet (6.55) 3.79
FINANCIAL HIGHLIGHTS
During the year Company's total sales including other income is Rs
128.07 lacs as compared to Rs. 261.59 lacs in the previous year and
thereby registering an decrease of 51.04 % as compared to the previous
year.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Vijay Poddar retire by
rotation at the ensuing Annual General Meeting, and being eligible
offers himself for reappointment.
Mr. Vijay Poddar and Mr. Manoj Batra were appointed as Additional
Directors with effect from 18th March, 2011. Pursuant to Section 260
of the Companies Act, 1956, Mr. Vijay Poddar and Mr. Manoj Batra holds
office only upto the date of the ensuing Annual General Meeting. Their
appointment needs to be confirmed by the members in the General
Meeting.
Mr. Dheeraj Shah Promoter Director of the Company is appointed as
Managing Director of the Company with effect from 11w July, 2011 for
period of five years subject to the approval of shareholders in the
ensuing Annual General Meeting.
Mr. Girraj Kishor Agrawal, Mrs. Tanu Agrawal, Mr. Prasanta
Bandyopadhyay and Mr. Om Prakash Saxena has resigned as the directors
from the Board of the Company with effect from 18/03/2011. During their
tenure as Directors, they had greatly contributed to the performance of
the Company by their vast knowledge and experience.
DEPOSITS
Your company has not accepted any deposits within the meaning of
Section 58 A of The Companies Act, 1956.
FOREIGN EXCHANGE
There is no inflow and outflow of Foreign Exchange.
PJBECTQRS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
(I) That in the preparation of the accounts for the financial year
ended 31 st March 2011 the applicable accounting standards have been
followed, along with proper explanation relating to all material
departures.
(ii) That they have, in the selection of the accounting policies,
consulted the statutory auditors and have applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of financial year and of the profit of the Company for that period.
(iii) They have taken proper and sufficient care to the best of their
knowledge and ability 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) That the Directors have prepared the accounts for the financial
year ended 31st March 2011 on a going concern basis.
RESERVE BANK OF INDIA GUIDELINES FOR NBFCS (Non Banking Financial
Companies)
The Guidelines of Reserve Bank of India have been revised time and
again during the year under review. The company has observed all the
prudential norms prescribed by Reserve Bank of India.
AUDITORS
Shareholders have appointed M/s.Pravin Chandak & Associates, Chartered
Accountants as the Statutory Auditor in the Extraordinary General
Meeting held March 18, 2011, in order to fill in the casual vacancy
created by the resignation of the previous auditor, M/s Agarwal Gupta
Nokari & Rustagi Associates
You are requested to re-appoint M/s.Pravin Chandak & Associates,
Chartered Accountants as Auditors of the Company from the conclusion of
this Annual General Meeting to the conclusion of the next Annual
General Meeting and fix their remuneration.
The appointment if made would be according to Section 224 (1B) and any
other applicable provisions, if any, of the Companies Act, 1956.
AUPITQRS REPORT
Observations made in the Auditors' Report are self-explanatory and
therefore do not call for any further comments under Section 217(3) of
the Companies Act, 1956.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation of energy and
Technology absorption is not applicable.
PARTICULARS OF EMPLOYEE
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees) Rules 1975,
forms part of this report - Not applicable.
LISTING OF SHARES
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year 2010 -
2011.
Company has filed application to Ahemadabad Stock Exchange, the Kolkata
Stock Exchange and Jaipur Stock Exchange for delisting of shares.
PREFERENTIAU ALLOTMENT
During the year Company has issued 31,77,000 equity shares at Rs.of
Rs.10/- each at premium of Rs 40/- on preferential basis to, non
promoters.
POSTAL BALLOT
Postal ballot was conducted by the company for the approval of change
in Registered Office of the Company from State of West Bengal to
Maharashta.
INCREASE IN AUTHORISED CAPITAL
During the period under review, in order to strengthen its capital
base, your Company has increased its Authorised, Issued and Paid-up
Share Capital from Rs.5,50,00,000/- (Rupees Five Crores Fifty Lakhs
only) to Rs. 15,50,00,000/-(Rupees Fifteen Crores Fifty Lakhs only).
QREEN INITIATIVE IN CORPORATE GOVERNANCE'
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29,2011 respectively), has undertaken
'Green initiative in corporate Governance' and allowed companies to
share documents with its shareholders through an electronic mode.
Members are requested to support their green initiative by
registering/updating their email addresses, in respect of shares held
in dematerialised form with their respective depository participants
and in respect of shares held in physical form with TSRDL.
CORPORATE GOVERNANCE COMPLIANCE
As required under the listing agreement with the stock exchange,
corporate governance and management discussion and analysis report form
part of this Annual Report.
ACKNOWLEDGEMENT
The Board of Directors wishes to express sincere thanks to Bankers,
Shareholders, clients, Financial Institutions, customers, sup-pliers
and employees of Companies for extending support during the year.
FOR & ON BEHALF OF THE BOARD
Sd/-
PLACE: MUMBAI DHEERAJ SHAH
DATED :11/07/2011 Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 58th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2010.
FINANCIAL RESULTS : 2010 2009
Gross Turnover 26,159,714 19,071,202
Profit / (Loss) before Tax 128,928 1,938,036
Less : Provision for Taxation 20,000 199,700
Provision for FBT - 17,010
Deffered Tax (270,726) -
Profit / (Loss) after Tax 379,654 1,721,326
Add : Balance brought forward from
last year 5,424,052 3,702,726
Balance Sheet carried forward 5,803,706 5,424,052
PERFORMANCE :
During the year, the company has mainly concentrated on recovering of
loans and advances given to the parties.
DIVIDEND :
The Directors do not recommend any dividend for the year.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956, the
Directors confirm that:
i) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the directors have 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 ending 31st March, 2010
and of the profit of the company for that period;
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their ability:
iv) the directors have prepared the Annua] Accounts on a going concern
basis.
CORPORATE GOVERNANCE
The code of Corporate Governance as provided in the Listing Agreements
of the Stock Ex-changes is applicable to the Company.
SEGMENT REPORTING
The Company has three segments, hence disclosers in accordance with
Accounting Standard on Segment Reporting (AS-17) have been presented.
RESERVE BANK OF INDIA GUIDELINES FOR NBFCs (Non Banking Financial
Companies)
The Guidelines of Reserve Bank of India have been revised time and
again during the year under review. The Company has observed all the
prudential norms prescribed by Reserve Bank of India.
DEPOSIT
The Company has not accepted any deposit during the year ended 31st
March 2010 from public.
AUDITORS
Agarwal Gupta Nokari & Rustagi Associates, Chartered Accountants,
Auditors of the Company retire at the conclusion of the ensuring Annual
General Meeting and being eligible, offer themselves for reappointment.
Your company has received a certificate from Agarwal Gupta Nokari &
Rustagi Associates, Chartered Accountants, to the effect that the
appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act 1956. The observations made by
the auditors are self-explanatory and require no further explanation.
DISCLOSURE OF PARTICULARS
The Company has no employee in the category as specified in the
provisions of Section 217(2A) of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING
The Company being in the financial sector, disclosure of particulars of
conservation of energy and technology absorption prescribed by the
rules are not applicable. The Company has no foreign exchange inflow or
outflow during the year under review.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.
Registered Office : For and on behalf of the Board of Directors
4A, Council House Street
1st Floor, Kolkata-700 001. (O. P. SAXENA)
Dated, the 31st day of August, 2010 Chairman
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