Directors Report of Kovalam Investment and Trading Co. Ltd.

Mar 31, 2014

Dear Members

The directors present the 32nd Annual Report together with the audited accounts of the company for the year ended 31st March 2014.

WORKING RESULTS:

The working results of the company for the year under report are as under:-

Amount in Rupees

Year ended Year ended

31.03.2014 31.03.2013 Gorss Income 29648846 18432676 Profit before tax 27604508 17532458

Less : Provision for income tax (6820156) (5394110) Deferred Tax Liability/ Assets 126560 (19620)

Profit after Tax for the year 20910912 12118728

Add - Balance B/F from previous year 4642392 4949760

LAvailable for appropriation 25553304 17068488

Income tax adjustments for prior periods 3649 (1096)

Transferred to Reserve Fund (4183000) (2425000)

Transferred to general reserve 0 (10000000)

Balance carried forward 21373953 4642392

OPERATIONS

During the year under review the company''s funds remained invested in Shares, Loans and Advances. The dividend income earned was Rs.31, 92,083/- (previous year Rs 8.58, 043/-). The interest income earned was Rs.67, 65,806/- (previous years Rs. 57, 52,870/-). During the year the company also earned brokerage income of Rs 1, 49, 23,530/- (net of service tax) on mobilization of funds of third parties (previous year 1, 16, 37,321/-).

DIVIDEND

The directors do not recommend any dividend for the year under consideration.

DIRECTORS

Sh. Navdeep Sharma, ( DIN No.0454285) Director of the company retires by rotation at the ensuing Annual General meeting and being eligible offers himself for re-appointment.

BONUS SHARES ISSUED TO PUBLIC SHAREHOLDERS

The company has issued on 08.08.2013. 517704 equity shares of Rs. 10/- each as bonus shares to the public shareholders (promoters/ promoter group forgoing their entitlement) in order to comply with the provisions of clause 40A of the listing agreement regarding minimum public shareholding requirement (MPS). For the said issue the company has raised its authorized share capital from Rs. 2 crores to Rs. 3 crores. on 15.07.2013 This fact was also disclosed in the last Directors Report being material information

CORPORATE GOVERNANCE

The Corporate Governance clause under the listing agreement is not applicable to our company as the paid-up capital of the company is less than Rs.3 Crores.

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 annual accounts for the financial year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departure.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give 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) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the accounts for the financial year ended 31.03.2014 on a ''going concern'' basis.

COMPLIANCE CERTIFICATE

A certificate from a secretary in whole time practice regarding compliance of all provisions of the companies act as required under proviso to section 383A of the Act is attached to this report.

PUBLIC DEPOSITS:

The company did not accept any public deposit during the financial year under consideration within the meaning of Section 58-A & 58-AA of the companies Act. 1956 and to which pars 4-8 of Non-Banking financial Companies (Reserve Bank) directions. 1998 apply.

AUDITORS & AUDITOR''S REPORT

M/s. Gupta Vigg & Co. Chartered Accountant, Ludhiana being eligible offers themselves as auditors of the Company for re-appointment. The Board of Directors has proposed the appointment of M/s. Gupta Vigg & Co. as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

The Company has obtained from the auditors a written consent and a certificate as required under Section 139 the Companies Act. 2013 to the effect that their re-appointment, if made, would be within the limits and in accordance with the conditions specified under section 141(3) (g) of the Companies Act,2013.

The Auditor''s Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments. Further there are no adverse remarks or qualification in the Report that calls for Board''s explanation.

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

Information as per Section 217(1) (e) read with companies (disclosure of particulars in the report of Board of Directors), Rules 1988 is given as under:

PARTICULARS OF EMPLOYEES

None of the employees is covered under companies {particulars of employees) Rules, 1975 made in accordance with Section 217(2A) of the companies Act, 1956. Hence no statement u/s 217(2A) of the companies Act, 1956 is required.

LISTING FEES

Your company''s shares are listed on the Stock Exchange, Mumbai and the listing fee for the financial year 2014-2015 has been paid.

GENERAL:

The notes forming part of the accounts being self-explanatory, the comments made by the auditors in their report are not being dealt with separately.

ACKNOWLEDGEMENT

The Directors of the company wish to place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the company.

For and on behalf of the Board

Sd/-

Navdeep Sharma

Chairman

(DIN No.0454285)

Place: Ludhiana

Date: 01.09.2014

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Mar 31, 2013

TO THE MEMBERS:-

The directors present the 31h Annual Report together with the audited accounts of the company for the year ended 31st March 2013.

WORKING RESULTS:

The working results of the company for the year under report are as under:-

Amount in Rupees

Year ended Year ended 31.03.2013 31.03.2012

Gross Income 18432676 18004292

Profit before tax 17532458 16246059

Less : Provision for income tax (5394110) (4685533)

Deferred Tax Liability / Assets (19620) 65314

Profit after Tax for the year 12118728 11625840

Add : Balance B/F from previous year 4949760 5650334

Available for appropriation 17068488 17276174

Income tax adjustments for prior periods (1096) NIL

Transferred to Reserve Fund (2425000) 2326000

Transferred to general reserve (10000000) 10000414

Balance carried forward 4642392 4949760



OPERATIONS

During the year under review the company''s funds remained invested in Shares, Loans and Advances. The dividend income earned was Rs.8,58,043 /- (previous year Rs 29,06,566 /-). The interest income earned was Rs.57,52,870 /- (previous years Rs. 65,59,860 /-). During the year the company also earned brokerage income of Rs 1,16,37,321/- (net of service tax) on mobilization of funds of third parties (previous year 86,02,674).

DIVIDEND

Your directors do not recommend any dividend for the year under consideration.

DIRECTORS

Sh. Sat Paul Nijhawan, Director of the company retires by rotation at the ensuing Annual General meeting and being eligible offers himself for re-appointment.

BONUS ISSUE TO PUBLIC SHAREHOLDERS

The company has issued on 08.08.2013 , 517704 equity shares of Rs. 10/- each as bonus shares to the public shareholders (promoters/ promoter group forgoing their entitlement) in order to comply with the provisions of clause 40A of the listing agreement regarding minimum public shareholding requirement (MPS). For the said issue the company has raised its authorized share capital from Rs. 2 crores to Rs. 3 crores. on 15.07.2013 .

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 annual accounts for the financial year ended 31st March 2013, the applicable accounting standards had been followed along with proper explanation relating to material departure.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give 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) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the accounts for the financial year ended 31.03.2013 on a ''going concern'' basis.

COMPLIANCE CERTIFICATE

A certificate from a secretary in whole time practice regarding compliance of all provisions of the companies act as required under proviso to section 383A of the Act is attached to this report.

FIXED DEPOSITS:

The company did not accept any public deposit during the financial year under consideration within the meaning of Section 58-A of the companies Act, 1956 and to which para 4-8 of Non Banking financial Companies (Reserve Bank) directions, 1998 apply.

AUDITORS:-

M/s. Gupta Vigg & Co. Chartered Accountant, Ludhiana, the auditors of the company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for reappointment.

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

Information as per Section 217(1)(e) read with companies (disclosure of particulars in the report of Board of Directors), Rules 1988 is given as under:

1. Conservation of energy N.A

2. Technology absorption N.A

3. Foreign Exchange Earning and outgo N.A

PARTICULARS OF EMPLOYEES

None of the employees is covered under companies (particulars of employees) Rules, 1975 made in accordance with Section 217(2A) of the companies Act, 1956. Hence no statement u/s 217(2A) of the companies Act, 1956 is required.

LISTING FEES

Your company''s shares are listed on the Stock Exchange, Mumbai and the listing fee for the financial year 2012-2013 has been paid. Your company had filed the listing application with the Stock Exchange, Mumbai for listing of 1461210 equity shares allotted on account of amalgamation for which listing approval has been granted.. Further, the bonus shares so allotted have also been listed on Bombay Stock Exchange Ltd.

GENERAL:

The notes forming part of the accounts being self explanatory, the comments made by the auditors in their report are not being dealt with separately.

ACKNOWLEDGEMENT

The Directors of the company wish to place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the company.



For and on behalf of the Board

Sd/-

Navdeep Sharma

Chairman



Place: Ludhiana

Date: 26.08.2013

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Mar 31, 2011

The directors present the 29th Annual Report together with the audited accounts of the company for the year ended 31ST March 2011.

WORKING RESULTS:

The working results of the company for the year under report are as under: -

Amount in Rupees Year ended Year ended 31.03.2011 31.03-2010

Gross Income 1,83,64,554 1.60.19.220

Profit before tax 1.66,64,037 1.62,5.643

Less: Provision for income tax (44,59,610) (37,73.361)

income Ten Limbos of earlier years (12,375) 0

Deferred Tax Liability/ Assets (1,15.112) 40.112

Profit after Tax for the year 1.20.76.940 1.24.92.394

Add: Balance B/F from previous year 49,93.394 0

Available for appropriation: 1.70.70.334 1.24.92.394

Transferred to Reserve Fund 24.20.000 24,99.000

Transferred to general reserve 90,00,000 50.00.000

Balance canted forward 56.50.334 49.93.394

OPERATIONS

During the year under review the company's funds remained invested in Shares, Leans and Advances. The dividend income earned was Rs. 26,31,626 /- (previous year Rs.42,42,983/-). The interest income earned was Rs.36,04,954 /- (previous years Rs.16,36,946/-). During the year the company ate earned brokerage income of Rs.1,03,34,700 /- on mobilization of funds of third parties (previous year 95,02,581). During the year the company has also received income from capital gain and income from trading in share.

DEVIDEND

Your directors do not recommend any dividend for the year under consideration.

DIRECTORS

Sh.. Navdeep Sharma, Director of the company retires by rotation at the ensuing Annual General meeting and being excite offers himself for re-appointment.

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 annual accounts for the financial year ended 31ST March 2011, the applicable accounting standards had been followed along with proper explanation relating to material departure.

ii) That the directors had selected such, accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give 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 to year under review.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1966 for safeguarding the assets of the company and for preventing and detecting fraud and other regularities.

iv) That tie directors had prepared the accounts for the financial year ended 31.03.2011 on 'going concern' basis.

COMPLIANCE CERTIFICATE

A certificate from a secretary in whole time practice regarding compliance of a provisions of the companies act as required under proviso to section 383A of the Act is attached to this report

FIXED DEPOSITS

The company did not accept any public deposit during the financial year under consideration within the meaning of Section 58-A of the companies Act, 1956 and to which Para 4-8 of Non Banking financial Companies (Reserve Bank) directions, 1998 apply.

AUDITORS:

M/s. Gupta Vigg Co. Chartered Accountant, Ludhiana, the auditors of the company, retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for reappointment

conservation of Energy, technology, Absorption and Foreign Exchange Earnings and outgo.

Information as par Section 217(1 )(e) read with companies (disclosure of particulars in tile report of Board of Directors), Rules 1988 is given as under

1. Conservation of energy N.A

2 Technology absorption N.A

3. Foreign Exchange Earning and outgo N.A

PARTICULARS OF EMPLOYEES

None of the employees is covered under companies (particulars of employees) Rules, 1975 made in accordance with Section 217(2A) of the companies Act, 1956. Hence no statement u/s 217(2A) of the companies Act, 1956 is required.

LISTING FEES

Your company's shares are listed on the Stock Exchange, Mumbai and the listing fee for the financial year 2011-2012 has been paid. Your company has filed the listing application with the Stock Exchange, Mumbai for listing of 1461210 equity shares allotted on account of amalgamation for which listing approval is awaited.

GENERAL:

The notes forming part of the accounts being self explanatory, the comments made by the auditors in their report are not being dealt with separately.

ACKNOWLEDGEMENT

The Directors of the company wish to place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the company.

For and on behalf of the Board

Sat Paul Nijhawan

Chairman

Place: Ludhiana

Date: 10.08.2011