Mar 31, 2015
To
The Members,
The Directors have pleasure in presenting the Twenty Fourth Annual
Report together with the Audited Statement of Accounts of the company
for the year ended 31st March, 2015.
FINANCIAL RESULTS
(Rs. In Lakhs)
YEAR ENDED YEAR ENDED
31ST MARCH,
2015 31ST MARCH,
2014
Income from Operation 382.03 186.79
Profit before Depreciation and Tax 330.51 158.51
Depreciation 1.07 1.29
Profit before Tax 329.45 157.22
Provision for Tax 58.97 24.15
Profit after Tax 270.48 133.07
Proposed Dividend 54.00 30.00
Tax on Dividend 10.79 5.10
Transfer to General Reserve 203.71 96.33
OPERATIONS
The Income from Operations of the Company for the financial year
2014-2015 stood at Rs. 382.04 Lacs as against Rs. 186.79 Lacs in the
previous year. The profit after tax stood at Rs. 270.48 Lacs during the
year under review against Rs. 133.07 Lacs during the previous year.
SHARE CAPITAL
The Authorised Share Capital of the company stands at Rs. 6,00,00,000/-
(divided into 60,00,000 shares of Rs. 10 each) fully paid up. During
the year under review, there has been no change in the authorised,
paid-up share capital of the company.
Your company has neither issued any shares with differential voting
rights nor any Sweat Equity shares during the year under review.
DEPOSITS
During the year under review, your company has neither accepted nor
invited any deposit from the public falling within the ambit of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules 2014 and Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank) Directions, 1998.
RESERVES
During the year under review, your company transferred a sum of Rs.
268.79 lakhs to General Reserve.
DIVIDEND
The Directors are pleased to recommend the payment of dividend at the
rate of 9% i.e. Paise Ninety per share for the year under review. The
dividend, if declared, at the ensuing Annual General Meeting, will be
paid to those members whose name appears in the Register of Members on
23rd September 2015. In respect of the shares held in electronic form,
the dividend will be paid to those persons whose names shall appear as
beneficial owners at the close of the business hours on Wednesday, 23rd
September 2015 as per details furnished by National Securities
Depository Ltd. and Central Depository Services (India) Ltd. The
Payment of dividend will entail an outlay of Rs. 54 Lacs. The Company
will also have to bear the distribution tax of Rs. 10.79 Lacs.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A (5) and 205C of Companies
Act, 1956 and Section 124(5) of the Companies Act, 2013, the amounts
pertaining to dividends that remained unclaimed and unpaid for the
period of seven years from the date it became first due for payment,
have been transferred from time to time to Investor Education and
Protection Fund (IEPF) on due dates, by the company and no claims shall
lie against the company.
Despite constant and sincere efforts to pay unclaimed dividend to such
members, certain amount still remains unclaimed. During the financial
year 2014-15, your company has transferred unclaimed final dividend of
Rs. 4,117/- pertaining to financial year ended 2006-07 to the Investor
Education and Protection Fund established by the Central Government.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
At the Annual General Meeting of the company held on 30th September,
2014, the members had appointed Mr. Sunil Sobti, Mr. S.P Oberoi and
Mrs. Rachna Batra as Independent Directors of the Company for a period
of 5 consecutive years. The company has received declarations from the
Independent Directors of the Company confirming that they meet the
criteria of independence as per sub-section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchange. In the opinion of the Board they fulfill the
criteria of independence as specified in the Act and the Rules made
thereunder and they are independent of the management.
Mr. Subhash Chander Khaneja and Mr. Virender Khaneja retire by rotation
at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
Mr. Kunal Khaneja was also appointed as Executive Director of the
Company from 13th August, 2014.
BOARD MEETINGS
The Board meets at regular interval to discuss and decide on Company's
policies and strategy apart from other Board matters. The tentative
annual calendar of the Board is circulated in advance to facilitate the
Directors to plan their schedule and to ensure participation in the
meetings. Minimum four pre-scheduled Board meetings are held annually,
the details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and Listing Agreement
BOARD COMMITTEES
Details of all committees alongwith their composition, terms of
reference and meetings held during the year are provided in Corporate
Governance Report forming part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy
to provide appropriate avenues to the Directors and employees to bring
to the attention of the Management, the concerns about behavior of
employees that raise concerns including fraud, suspected fraud,
unethical behavior, violation of any code of conduct or policy in force
and any other like matter by using the mechanism provided in the
Whistle Blower Policy. The details of the said Policy are included in
the Report on Corporate Governance which forms part of the Annual
Report. During the financial year 2014-15, no cases under this
mechanism were reported in the Company and any of its associates.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS
The Company understands that risk evaluation and risk mitigation is a
function of the Board of the Company and the Board of Directors are
fully committed to developing a sound system for identification and
mitigation of applicable risks. Your company has a well defined Risk
Management framework in place.
Further, your company has an adequate system of internal control
procedures which is commensurate with the size and nature of business.
The internal control systems of the company are monitored and
periodically reviewed by the audit committee of the Board of Directors.
Your Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively. In this regard, your Board
confirms the following:
i. Systems have been laid to ensure that all transactions are executed
in accordance with management's general and specific authorisation.
ii. Systems and procedures exist to ensure that all transactions are
recorded as necessary to permit preparation of financial statements in
conformity with Generally Accepted Accounting Principles or any other
criteria applicable to such statements, and to maintain accountability
for aspects.
iii. Access to assets is permitted only in accordance with
management's general and specific authorisation.
No assets of the Company are allowed to be used for personal purposes,
except in accordance with terms of employment or except as specifically
permitted.
iv. The existing assets of the Company are verified/ checked at
reasonable intervals and appropriate action is taken with respect to
differences, if any
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, it is hereby confirmed that:-
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. the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
iii. the directors had 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 had prepared the annual accounts on a going concern
basis; and
v. the directors, in the case of a listed company, 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 systems were
adequate and operating effectively.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as stipulated in Clause 49 of
the Listing Agreement is separately attached with the Annual Report as
Annexure-1.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review
as required under Clause 49 of the Listing Agreement, is given as a
separate statement in the Annual Report as Annexure-2.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and section 134(3) of
the Act read with rule 12 of the Companies (Management and
Administration) Rules 2014, an extract of the Annual Return in
prescribed Form MGT-9 forms part of this Annual report as Annexure-3.
LISTING OF SHARES
Presently, the shares of the company are listed at the Bombay Stock
Exchange Limited, Mumbai. The company has paid the Annual Listing fee
for the year under review to BSE Limited.
AUDITORS AND AUDITORS REPORT
At the 23rd Annual General Meeting held on Tuesday, 30th day of
September, 2014, the members had appointed M/s. DUA & KUMAR, Chartered
Accountants, as Statutory Auditors for the financial year 2014-15, from
the conclusion of the forthcoming Annual General meeting till the
conclusion of every sixth meeting subject to them ratifying the said
appointment at every AGM.
The notes on financial statements referred to in the Auditor's report
are self explanatory and do not call for any further comments. The
Auditor's Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDIT REPORT
Pursuant to provisions of section 204(1) of the Act, and Rule 9 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s Parveen Rastogi and Co., Company
Secretary in Practice to conduct the Secretarial Audit for the
financial year 2014-15. The Secretarial Audit Report as received from
M/s Parveen Rastogi and Co. is appended to this report as Annexure-4.
The Secretarial Auditor has not made any adverse comments or given any
qualification, reservation or adverse remarks in the Audit Report.
ASSOCIATES AND SUBSIDIARIES
During the year under review, your company has two Associate companies
viz., M/s Integrated Master Securities (P) Ltd. a member of NSE, BSE,
MCX-SX and Depository Participant of NSDL and CDSL and M/s. Integrated
Commodity Trades (P) Ltd., a member of MCX, NCDEX and NSEL. However,
your company has no subsidiaries.
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies act, 2013, the provisions for
Corporate Social Responsibility are not applicable to the company.
PARTICULARS OF EMPLOYEES
None of the employees of the company are covered under Section 197(12)
of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO.
Particulars as prescribed under section 134(3)(m) of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014, regarding Conservation
of Energy and technology Absorption, and Research and Development is
not furnished as the same is not applicable on your company. There were
also no foreign exchange earning or outgo during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees or investments under Section186 of
the Companies Act 2013 are not furnished since the provisions of the
section are not applicable to your company, being a core investment
company registered with Reserve Bank of India as NBFC.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on an arm's length basis and are reviewed by the Audit
Committee of the Board.
The particulars of contracts or arrangements with related parties
referred to in sub section (1) of Section 188 of the Companies Act,
2013, is given in significant accounting policies & notes to accounts
as at 31.03.2015.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL
There were no significant/material orders passed by the regulators or
courts or Tribunals which would impact the going concern status of the
company and its future operations.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company is committed to provide a safe & conducive work environment
to its employees and has formulated 'Policy for Prevention of Sexual
Harassment' to prohibit, prevent or deter any acts of sexual harassment
at workplace and to provide the procedure for the redressal of
complaints pertaining to sexual harassment, thereby providing a safe
and healthy work environment. During the year under review, no case of
sexual harassment was reported.
ACKNOWLEDGEMENTS
Your directors would like to take this opportunity to express sincere
gratitude to the HDFC Bank Ltd, BSE Ltd. and other Regulators for their
continued cooperation and patronage. Your directors also place on
record appreciation of the excellent performance and hard work put in
by the employees at all levels. The Directors also convey their
grateful thanks to the esteemed shareholders for their continued
cooperation, support and the confidence reposed by them in the company.
By order of Board of Directors
Place: New Delhi Sd/-
Date: 12.08.2015 S.C. Khaneja
Chairman
(DIN: 00042758)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty Third Annual
Report together with the Audited Statement of Accounts of the company
for the year ended 31st March, 2014.
FINANCIAL RESULTS
(Rs. In Lakhs)
YEAR ENDED YEAR ENDED
31ST MARCH, 2014 31ST MARCH, 2013
Income from Operation 186.79 262.38
Profit before Depreciation
and Tax 158.51 232.41
Depreciation 1.29 1.74
Profit before Tax 157.22 230.67
Provision for Tax 24.15 39.74
Profit after Tax 133.07 190.93
Proposed Dividend 30.00 36.00
Tax on Dividend 5.10 5.84
Transfer to General Reserve 96.33 149.16
OPERATIONS
On a Consolidated basis, the Income from Operations of the Company for
the financial year 2013- 2014 stood at Rs. 186.79 Lacs against of Rs.
262.38 Lacs in the previous year. The profit after tax stood at Rs.
133.07 Lacs during the year under review against Rs. 190.93 Lacs during
the previous year.
DEPOSITS
The company has neither accepted nor invited any fixed deposit within
the meaning of Companies (Acceptance of Deposits) Rules'' 1975 from the
public, during the year.
DIVIDEND
The Directors are pleased to recommend the payment of dividend of 5%
(Paise Fifty per share) for the year under review. The dividend, if
declared, at the ensuing Annual General Meeting, will be paid to those
members whose name appears in the Register of Members on 21 st
September 2014.
In respect of the shares held in electronic form, the dividend will be
paid to those persons whose names shall appear as beneficial owners at
the close of the business hours on Monday, 21st September 2014 as per
details furnished by National Securities Depository Ltd. and Central
Depository Services (India) Ltd. The Payment of dividend will entail an
outlay of Rs. 30 Lacs. The Company will also have to bear the
distribution tax of Rs. 5.10 Lacs.
In accordance with Section 149,152 and any other applicable provisions
of the Companies Act 2013 and the rules made thereunder (including any
statutory modification(s) or re-enactment therof for the time being in
force) read with Schedule IV of the Companies Act 2013, Mr. Sunil
Sobti, Mr. S.P Oberoi and Mrs. Rachna Batra, Independent Non- executive
Directors of the Company are liable for appointment at the ensuing
Annual general meeting of the company for a period of 5 consecutive
years.
The company has received declarations from the Independent Directors of
the Company confirming that they meet with the criteria of independence
as per sub-section (6) of Section 149 of the Companies Act, 2013 and
under Clause 49 of the Listing Agreement with the Stock Exchange.
In accordance with Clause 49 of the Listing agreement, brief resumes of
the Independent Non- Executive Directors proposed to be appointed,
their qualification, experience, membership of Board Committee, are
provided in the Corporate Governance Report forming part of the Annual
Report.
AUDITORS AND AUDITORS REPORT
In Terms of Section 139(2) of the Companies Act 2013, the Board
recommends the appointment of M/s. DUA & KUMAR, Chartered Accountants,
as Statutory Auditors for the financial year 2014-15, from the
conclusion of the forthcoming. Annual General meeting till the
conclusion of every sixth meeting. The appointment is subject to
approval of members at the forthcoming 23rd Annual General meeting. The
observations made by the Auditors with reference to notes to accounts
for the year under report are self-explanatory and need no further
comments from the directors.
DIRECTOR''S RESPONSIBILITY STATEMENT
In terms of section 217(2AA) of the Companies Act, 1956, your Directors
wish to state that:
1. in the preparation of the annual accounts, for the year ended
2013-2014, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
2. they had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2014 and of the profit of your company
for that period;
3. they had 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;
4. They had prepared the Annual Accounts of the Company on a ''Going
Concern'' basis.
CORPORATE GOVERNANCE
The company has complied with all the norms of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement. As part of the
Company''s efforts towards better corporate practice and transparency, a
separate report on Corporate governance Compliances is included as a
part of Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and Analysis Report for the year under review
as required under Clause 49 of the Listing Agreement, is given as a
separate statement in the Annual Report.
LISTING OF SHARES
Presently, the shares of the company are listed at the Bombay Stock
Exchange Limited, Mumbai. The company has paid the Annual Listing fee
for the year under review to the stock exchange.
PARTICULARS OF EMPLOYEES
There is no eligible employee whose particulars under section 217(2A)
of the Companies Act, 1956 are called for.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Information under Section 217(1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the report of Board of
Director) Rules, 1988, is not being furnished, as the same is not
applicable. No particulars are furnished on conservation of energy and
technology absorption. There was no foreign exchange earning or outgo
during the year under review.
ACKNOWLEDGMENTS
Your directors would like to take this opportunity to express sincere
gratitude to the Bankers, Stock Exchanges and other Regulators for
their continued cooperation and patronage. Your directors also place on
record appreciation of the excellent performance and hard work put in
by the employees at all levels. The Directors also convey their
grateful thanks to the esteemed shareholders for their continued
cooperation, support and the confidence reposed by them in the company.
By order of Board of Directors
Place: New Delhi Sd/-
Date: 13.08.2014 S.C. Khaneja
Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Twenty First reports
together with the Audited Statement of Accounts of the company for the
year ended 31st march, 2012.
FINANCIAL RESULTS
Rs. in Lakhs
YEAR ENDED YEAR ENDED
31ST MARCH, 2012 31ST MARCH, 2011
Income from Operation 223.32 454.11
Profit before Depreciation 192.32 424.75
and Tax
Depreciation 2.88 3.96
Profit before Tax 189.44 420.79
Provision for Tax 31.08 81.88
Profit after Tax 158.36 338.91
Proposed Dividend 24.00 54.00
Tax and dividend 3.90 8.97
Transfer to general 130.53 276.58
Reserve
OPERATIONS
The year under review witnessed a revival of real economy and financial
markets across the globe, more particularly in India. On a Consolidated
basis, the income from operations of the Company for the financial year
2011-2012 stood at Rs. 223.32 lacs during the year under review against
Rs. 158.36 Lacs during the year under review against Rs. 338.91 lacs
during the previous year.
DEPOSITS
The company has neither accepted nor invited any fixed deposit within
the running of companies (Acceptance of Deposits) Rules' 1975 from the
public during the year.
DIVIDEND
The Directors are pleased to recommend the payment of dividend of 4%
(paise Forty per share) for the year review. The dividend, if declared,
at the ensuing Annual general meeting, will be paid to those members
whose name appears in the Register of Members of 21st September 2012.
In respect of shares held in electronic form, the dividend will be paid
to those persons whose names will appear as beneficial owners at the
close of the business hours on Friday, 21st September 2012 as per
details furnished by National Securities Depository Ltd. and Central
Depository Services (India) Ltd. The Payment of dividend will entail an
outlay of Rs. 24 lacs. The Company will have to bear the distribution
tax of Rs. 3.90 lacs.
DIRECTORS In accordance with the provisions in section 256 of the
Companies Act, 1956 and Articles of Association of the company. Ms.
Rachan Batra Director retire by rotation and being eligible offer
herself for the reappointment.
Brief resume of the Directors proposed to be reappointed, nature of
their experience in specific functional areas and names of the
Companies in which they hold directorships and membership/ chairmanship
of Board/Committees, as stipulated under Clause 49 of Listing Agreement
with Bombay stock exchange Limited, are provided in the report on
Corporate Governance forming part of this Annual report.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of section 217(2AA) of the Companies Act, 1956, your Directors
wish to state that:
1. in the preparation of the annual accounts, for the year ended
2011-2012, the applicable accounting standards had been followed along
with proper explanation relating to materials departures;
2. they had selected such that accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give and fair view of the state of affairs of the
company as at 31st March, 2012 and of the profit of your company for
that period;
3. they had 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;
4. they had prepared the Annual accounts of the Company on a 'going
concern' basis.
CORPORATE GOVERNANCE
During the financial year 2011-2012, the company has complied with the
norms of Corporate Governance as stipulated in clause 49 of the Listing
Agreement.
A detailed report on Corporate Governance forms part of the Annual
report of the company. A certificate from the Auditors of the company
confirming compliance with the requirement of Corporate Governance
Clause of the listing Agreement is annexed to the Report on Corporate
governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis report also accompanies this
report.
LISTING OF SHARES
Presently, the shares of the company are listed vat the Bombay Stock
Exchange Limited. Mumbai. The company has paid the Annual Listing fee
for the year under review to the stock exchange.
AUDITORS
M/s. DUA & KUMAR. Charted Accountants, New Delhi, retire at the
conclusion of the ensuing Annual General Meeting and brief eligible
offer themselves for re-appointment.
AUDITORS REMARKS
The observations made by the Auditors with reference to modes on the
accounts for the year under report are self explanatory and need no
further comments form the directors.
PARTICULARS OF EMPLOYEES
There is no eligible employee whose particulars under section 217(2A)
of the Companies Act, 1956 are called for,
CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO.
Information under Section 217(1)(e) of the companies Act, 1956 read
with Companies (Disclosure of particular in the report of Board of
Director) Rules, 1988, is not being furnished, as the same is not
applicable. No particulars are furnished on conversation of energy and
technology absorption there was no foreign exchange earning or outgo
during the year under review.
ACKNOWLEDGEMENTS
The directors place on record their appreciation of the excellent
performance and hard work put in by the employees at all levels in
company's growth and development. The directors also convey their
grateful thanks to the esteemed shareholders for their continued
corporation, support and confident reported by in company.
By order of Board of Directors
sd/-
S. C. Khaneja
CHAIRMAN
Place: NEW DELHI
DATE : 25.05.2012
Mar 31, 2010
The Directors have pleasure in presenting the Nineteenth Annual Report
together with the Audited Statement of Accounts of the company for the
year ended 31st March, 2010.
FINANCIAL RESULTS
(Rs. in Lakhs)
YEAR ENDED YEAR ENDED
31ST MARCH, 2010 31ST MARCH, 2009
Income from Operation 296.11 114.56
Profit before Depreciation and Tax 266.75 92.10
Depreciation 2.17 1.69
Profit before Tax 264.58 90.41
Provision for Tax 42.27 6.55
Profit After Tax 222.31 83.86
Proposed Dividend 36.00 Nil
Tax on Dividend 6.12 Nil
Transfer to General
Reserve 180.19 83.86
OPERATIONS
The year under review witnessed a strong revival of real economy and
financial markets across the globe, more particularly in India. On a
Consolidated basis, the Income from Operations of the Company for the
financial year 2009-2010 stood at Rs.296.11 Lacs against of Rs. 114.56
Lacs in the previous year. The profit after tax stood at Rs. 222.31
Lacs during the year under review against Rs. 83.86 Lacs during the
previous year.
DEPOSITS
The company has neither accepted nor invited any fixed deposit within
the meaning of Company (Acceptance of Deposits) Rules 1975 from the
public during the year.
DIVIDEND
The Directors are pleased io recommend the payment of dividend of 6%
(Sixty Paise per share) for the year under review. The dividend, if
declared, at the ensuing Annual General Meeting, will be paid to those
members whose name appears in the Register of Members on 22nd September
2010. In respect of the shares held in electronic form, the dividend
will be paid to those persons whose names shall appear as beneficial
owners at the close of the business hours on Tuesday, 21st September
2010 as per details furnished by National Securities Depository Ltd.
and Central Depository Services (India) Ltd. The Payment of dividend
will entail an outlay of Rs. 36 Lacs. The Company will also have to
bear the distribution tax of Rs. 6.12 Lacs.
DIRECTORS
In accordance with the provisions in section 256 of the Companies Act,
1956 and the Articles of Association of the company, Mr. Sunil Sobti
and Mr. S.P Oberoi, Directors retire by rotation and being eligible
offer themselves for the reappointment.
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas and names of the Companies
in which they hold directorships and memberships/chairmanships of
Board/Committees, as stipulated under Clause 49 of Listing Agreement
with Bombay Stock Exchange Limited, are provided in the Report on
Corporate Governance forming part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of section 217(2AA) of the Companies Act, 1956, your Directors
wish to state that:
1. in the preparation of the annual accounts, for the year ended
2009-2010, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
2. they had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31 st March, 2010 and of the profit of your company
for that period;
3. they had 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;
4. they had prepared the Annual Accounts of the Company on a Going
Concern basis.
CORPORATE GOVERNANCE
During the Financial Year 2009-10, the company has complied with all
the norms of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement.
A detailed report on Corporate Governance forms part of the Annual
Report of the company. A certificate from the Auditors of the company
confirming compliance with the requirements of Corporate Governance
Clause of the Listing Agreement is annexed to the Report on Corporate
Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis also accompanies this report.
LISTING OF SHARES
Presently, the shares of the company are listed at the Bombay Stock
Exchange Limited, Mumbai. The company has paid the Annual Listing fee
for the year under review to the stock exchange.
AUDITORS
MJs. Dua and Kumar, Chartered Accountants, New Delhi, retire at the
conclusion of the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment.
AUDITORS REMARKS
The observations made by the Auditors with reference to notes on to the
accounts for the year under report are self- explanatory and need no
further comments from the directors.
PARTICULARS OF EMPLOYEES
There is no eligible employee whose particulars under Section 217(2AA)
of the Companies Act, 1956 are called for.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGSANDOUTGO.
Information under Section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of particulars in the report of Board of
Director) Rules, 1988, is not being furnished as the same is not
applicable. No particulars are furnished on conservation of energy and
technology absorption. There was no foreign exchange earning or outgo
during the year under review.
ACKNOWLEDGEMENTS
The directors place on record their appreciation of the excellent
performance and hard work put in by the employees at all levels in the
companys growth and development. The Directors also convey their
grateful thanks to the esteemed shareholders and bankers for their
continued cooperation, support and the confidence reposed by them in
the company.
By order of Board of Directors
Sd/-
Date : 31.07.2010 S.C. KHANEJA
Place: NewDelhi CHAIRMAN
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