Mar 31, 2015
The Director have pleasure in presenting the 23rd Annual Report of the
Company together with Audited Statements of Accounts for the year ended
31st March 2015.
FINANCIAL STATEMENT:
(Rs. in Lacs)
Particulars For the Year
Ended For the Year
Ended
March 31, 2015 March 31, 2014
Revenue from Operation 39.63 44.11
Other Income 26.14 0.74
Total Income 65.77 44.85
Total Expenses 64.87 43.74
Profit/(Loss) Before Tax 0.90 1.11
Provision for Taxation - 0.46
Deferred Tax Asset/(Liability) (0.02) 0.17
MAT Credit Entitlement 0.79 -
Profit/(Loss) After Tax 1.67 0.48
OPERATING & FINANCING PERFORMANCE:
There has been no change in nature of business of the company during
the F.Y. 2014-2015.
CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the company during
the F.Y. 2014-2015.
MATERIAL CHANGES AND COMMITMENTS:
There has been no material changes and commitments, affecting the
Financial Position of the Company, which have occurred between the End
of Financial Year of the Company to which the Financial Statements
relate and the date of the report.
DIVIDEND:
Your Board of Directors has decided that the funds of the company are
required for future expansion of the company and so the profits of the
company for the year ended on 31st March 2015 shall be deployed for the
said purpose. The Board has decided not to recommend any dividend for
the year ended 31st March 2015.
TRANSFER TO RESERVE:
Your company has transferred Rs. 33,490/- to statutory reserve under
section 45 IC of RBI Act 1934 for the year ended 31.03.2015.
CHANGES IN SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2015 stood at Rs.
5,00,09,000/-. During the year under review, the Company has not issued
any shares with differential voting rights, sweat equity shares nor
granted any stock options. The company neither came out with rights,
bonus, private placement and preferential issue.
OPERATIONS & FUTURE OUTLOOK:
Due to changes in regime the industry outlook for listed NBFCs seems
very challenging, the upcoming Insider trading regulation is of immense
transparent & disclosure based. The effect of change in companies' law
has in a way made a complete change in law & working of the companies
in the whole economy. The companies are now working for the stakeholder
benefits, as they now believe to strive at a certain place, we need to
make it better place to survive. The regulatory framework has also
undergone change. The revised RBI regulations for NBFCs have been
formed with the purpose of strengthening the financial system and to
bring the norms in line with those of banks. According to RBI one of
the main reasons for tighter regulation is to reduce the systematic
risk they pose to the financial system since they borrow heavily from
banks. Prima facie it may appear that these reforms will affect the
productivity of the NBFCs; however, with time they are more likely to
improve NBFCs capacity to endure asset quality shocks and also deal
with systemic risks. Moreover, increase in disclosure requirements and
corporate governance norms will have a three-fold effect. It will
enhance transparency and increase the responsibility of the management
and further supplement investor awareness. In all, the current year has
caused distress to the industry but the change in the business
environment may cause NBFCs to de-stress and record better growth
numbers.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has policy for Internal Financial Control System,
commensurate with the size, scale and complexity of its operations.
Detailed procedural manuals are in place to ensure that all the assets
are safeguarded, protected against loss and all transactions are
authorized, recorded and reported correctly. The scope and authority of
the Internal Audit (IA) function is defined in the internal financial
control policy. The Internal Auditor monitors and evaluates the
efficiency and adequacy of Internal Financial control system in the
Company, its compliance with operating systems, accounting procedures
and policies. To maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the Audit Committee of the
Board, the internal audit report on quarterly basis and some are
reviewed by the committee. The observation and comments of the Audit
Committee are placed before the board.
DIRECTORS & KEY MANAGERIAL PERSON:
Key Managerial Personnel
Mr. Jhumar Mall Saraogi  Whole Time Director
Mr. Shyam Arora - Chief Financial Officer
Mrs. Payal Bhutoria - Company Secretary
Non-Executive, Non Independent Directors
Mr. Dilip Kumar Patni Mr. Kamal Nayan Jain Mrs. Vandana Patni
Non-Executive, Independent Directors
Mr. Sambhu Nath Jajodia
Mr. Bijay Bagri
Appointment :
Pursuant to provisions of section 149 and 161(1) of Companies Act 2013
Ms Vandana Patni was appointed as additional director of the company
w.e.f. 23rd March, 2015 and she shall hold office only up to the date
of this Annual General Meeting and being eligible offer herself for
re-appointment as Director whose office shall be liable to retire by
rotation.
At the Annual General Meeting held on 24th Day of September 2014, the
existing Independent directors Mr. S. N. Jajodia and Mr. B. K. Bagri
has being appointed as Independent Directors under section 149(6) of
the Companies 2013 and clause 49 of Listing Agreement for a period of
(5) five years effective from 1st April 2014 and shall not be liable to
retire by rotation in terms of Companies Act 2013. All Independent
Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act,
2013 and Clause 49 of the Listing Agreement.
In accordance with the provisions of the section 152 of Companies Act,
2013 and in terms of the Memorandum and Articles of Association of the
Company, Mr. Jhumar Mall Saraogi, Whole Time Director retire by
rotation and being eligible offers himself for re-appointment at the
ensuing Annual General Meeting of the company.
A brief resume of the Directors proposed to be appointed along with
additional information is provided in the notice of Annual General
Meeting.
MEETINGS OF THE BOARD:
The company has duly complied with section 173 of the Companies' Act
2013. During the year under review, 11 (Eleven) board meetings were
convened and held. The date on which meeting were held are as follow :
30.04.2014, 30.05.2014, 30.06.2014, 13.08.2014, 24.09.2014, 29.09.2014,
14.11.2014, 22.12.2014, 14.01.2015, 13.02.2015 & 23.03.2015
The maximum interval between any two meetings did not exceed 120 days.
FORMAL ANNUAL EVALUATION:
In compliance with the provisions of Section 134(3)(p) of the Companies
Act, 2013, the Board carried out an annual evaluation of its own
performance and individual directors. It also evaluated the performance
of the Audit, Nomination & Remuneration. The evaluation inter alia
covered different aspects viz. composition of the Board and its
Committees, qualifications, experience, expertise, leadership
qualities, attendance at the meetings, contribution, responsibilities
shouldered etc. In compliance with Clause 49(1)(D)(2)(i) of the Listing
Agreement, the Board monitors and reviews the Board evaluation
framework.
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on January
14, 2015, inter alia, to discuss:
- Evaluation of the performance of Non Independent Directors and the
Board of Directors as a whole ;
- Evaluation of the performance of Chairman of the Company, taking into
account the views of the Executive and Non Executive Directors.
- Evaluation of the quality, content and timelines of flow of
information between the Management and the Board that is necessary for
the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
MANAGERIAL REMUNERATION:
The statement containing the disclosure as required in accordance with
the provisions of Section 197(12) of the Companies Act 2013 read with
rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure I. and forms a part of
the Board Report. Further, none of the employees of the Company are in
receipt of remuneration exceeding the limit prescribed under rule 5 (2)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 so statement pursuant to Section 197(12) of the Companies
Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not required to be
included.
DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
Your Company has no Subsidiary Company. Details of Associate Companies
during the year under review is annexed as Annexure II (i.e. in Form
AOC - I) and forms part of the Board Report.
AUDITORS & AUDITORS REPORT:
STATUTORY AUDITORS M/s. Jain Binod & Associates, Chartered Accountants
was appointed as Statutory Auditors of the Company for a period of 1
year pursuant to section 139(2) of the Companies Act 2013 and rules
made thereon in the Annual General Meeting held on 24th September 2014
Further the Auditors have confirmed their eligibility under section 141
of the Companies Act 2013 and rules farmed there under and also
confirmed that they hold a valid certificate issued by the Peer Review
Board of the ICAI as required under clause 49 of Listing Agreement. As
required under section 139 of Companies Act 2013, the appointment of
Statutory Auditor is required to be placed before the members in every
general meeting for their ratification. Accordingly a resolution
seeking member's consent for the appointment of M/s. Jain Binod &
Associates as statutory Auditor for the F.Y. 2015-2016 is included in
the Notice convening the Annual General meeting.
SECRETARIAL AUDITOR: Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed Mr. Babu
Lal Patni, Company Secretary in Practice to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit Report is
annexed herewith as Annexure III.
INTERNAL AUDITOR: Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and The Companies (Accounts) Rules, 2014 the
Company has appointed M/s. Amresh Jain & Co. , to undertake the
Internal Audit of the Company for 2 years i.e for the F.Y. 2013-2014 &
2014-2015. There stood no adverse finding & reporting by the Internal
Auditor in the Internal Audit Report for the year ended 31st March
2015.
AUDITOR REPORTS There are no qualifications, reservation or adverse
remarks made by M/s. Jain Binod & Associates , the statutory Auditor,
in their report and by Mr. Babu Lal Patni, Company Secretary in
practice, in their Secretarial Audit Report.
The statutory Auditor have not reported any incident of fraud to the
Audit committee of the company in the year under review.
COMMITTEES:
With a view to have a more focused attention on business and for better
governance and accountability, and in accordance with the Companies Act
2013, your Board has re-constituted the following mandatory committees
viz. Audit Committee & Nomination and Remuneration Committee.
i) AUDIT COMMITTEE:
The Audit Committee of the Board of Directors oversees the Financial
Statements and Financial Reporting before submission to the Board. The
Audit Committee is responsible for the recommendation of the
appointment, remuneration, performance and oversight of the work of the
Internal and Statutory Auditors. It reviews the Reports of the Internal
Auditors and Statutory Auditors. The Senior Management Personnel are
invited to the meetings of the Audit Committee, along with the Head of
Internal Audit. At present, there are three Members of the Audit
Committee.
The composition of the Audit Committee is given below:
S.
No. Name of Member Category
1 Mr. Sambhu Nath Jajodia Chairman  Independent, Non Executive
2 Mr. Bijay Bagri Independent , Non Executive
3 Mr. Dilip Kumar Patni Non Independent, Non - Executive
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company is committed to adhere to the highest standards of
ethical, moral and legal conduct of business operations. To maintain
these standards, the Company encourages its employees who have concerns
about suspected misconduct to come forward and express these concerns
without fear of punishment or unfair treatment. The company has adopted
a Whistle Blower policy to establish a vigil mechanism for directors
and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of the Codes of conduct or ethics policy.
The said policy is hosted on the website of the company
(www.occl.co.in)
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to section 178 of Companies Act 2013 and revised clause 49 of
Listing Agreement, the company has re-constituted its existing
Remuneration committee as Nomination & Remuneration Committee under the
new provisions and revised the terms of reference accordingly. The
functions of this Committee include identification of persons who are
qualified to become Directors and who may be appointed as Senior
Management, formulation of criteria for determining qualifications,
positive attributes, independence, recommendations of their
appointments to the Board, evaluation of every Director's performance,
formulation of Remuneration Policy to include recommendation of
remuneration for Directors, Key Managerial Personnel and Senior
Management.
At present, there are Three Members of the Nomination and Remuneration
Committee, in which Two are Independent Directors.
The composition of the Nomination And Remuneration Committee is given
below:
S.
No. Name of Member Category
1 Mr. Sambhu Nath Jajodia Chairman  Independent, Non Executive
2 Mr. Bijay Bagri Independent , Non Executive
3 Mr. Dilip Kumar Patni Non Independent, Non - Executive
The said policy is hosted on the website of the company
(www.occl.co.in)
RISK MANAGEMENT POLICY:
Pursuant to section 134(n) of Companies Act 2013 and revised clause 49
of Listing Agreement, your company has a robust Risk management
framework to identify, evaluate business risk and opportunities. This
framework seeks to create transparency, minimize adverse impact on the
business objectives and enhance the competitive advantage. The
framework has different risk models which help in identifying risk
trends, exposure and potential impact analysis at a company level. The
said policy is hosted on the website of the company (www.occl.co.in)
CORPORATE SOCIAL RESPONSIBILITY:
The Company had not taken any initiatives on the activities of
Corporate Social Responsibilities as the provisions relating to the
same are not applicable to the Company.
EXTRACT OF ANNUAL RETURN:
Companies Act, 2013 makes mandatory for every company to prepare an
extract in the format prescribed MGT 9. The details forming art of the
extract of Annual Return as on 31st March 2015 is annexed herewith as
Annexure IV.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN
FUTURE:
There are no significant material orders passed by the Regulators /
Courts/Tribunals which would impact the going concern status of the
Company and its future operations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 &
CLAUSE 32 OF LISTING AGREEMENT:
Pursuant to clause 32 of Listing Agreement, there has being no
loans/advances and investment made by the company in its own shares.
The company had 2 associates during the year under review out of which
1
Company seized to be recognized as an associate during the year. The
Company being an NBFC, requirement of section 186(11) of Companies Act,
2013 is not applicable to the company.
DEPOSITS:
Your company is non deposit taking NBFC registered with RBI, thus the
said clause is not applicable and the company does not accept any
deposit. The Board of Directors has duly passed a resolution in their
meeting giving effect to the aforesaid statement.
CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/transactions with related parties entered
by the company during the financial year were on an arm's length basis
and were in the ordinary course of business and the provisions of
section 188 of the Companies Act 2013 are not attracted and thus
disclosure about details of contracts or arrangements or transactions
with related parties referred to in section 188(1) in Form AOC-2 is not
required. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties which could
be considered material in accordance with the policy of the Company on
materiality of related party transactions. There are no materially
significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or their relatives or
other designated persons which could have a potential conflict with the
interest of the Company at large. All Related Party Transactions are
periodically placed before the Audit Committee as also the Board for
approval. During the year under review the company has not taken any
omnibus approval from Audit committee. A Related Party policy has been
devised by the board of Directors for determining the materiality of
transactions with related parties and dealing with them. Further your
directors draw your kind attention of the members to note no 2.26 to
the financial statements which sets out related party transactions.
CORPORATE GOVERNANCE REPORT:
As per SEBI Circular No. CIR/CFD/POLICYCELL/7/2014 dated 15.09.2014,
the provisions of Clause 49 does not stand applicable for the Company.
Therefore Corporate Governance Report for the year ended 31.03.2015 is
not prepared.
DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT :
The Company believes that it is the responsibility of the organisation
to provide an environment to its employee which is free of
discrimination, intimidation and abuse and also to protect the
integrity and dignity of its employees and also to avoid conflicts and
disruptions in the work environment. Further there stood no cases filed
during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOES:
Since the Company does not own any manufacturing facility, the
requirements pertaining to disclosure of particulars relating to
conservation of energy, technology absorption and foreign exchanges
earning and outgo, as prescribed under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are not
applicable.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according
to the information and explanation obtained by them, make the following
statement in terms of clause (c) of sub-section (3) of section 134 of
Companies Act 2013 that  OCTAL CREDIT CAPITAL LIMITED Annual Report
2014-15
a) In the preparation of the annual accounts for the Financial year
ended on 31st March 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures.
b) The directors have 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 2015 and of the profit and loss of the
company for that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
d) The directors had prepared the annual accounts on a going concern
basis;
e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) 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
ACKNOWLEDGEMENTS:
Your Directors take the opportunity to thanks the Regulators,
Organizations and Agencies for the continued help and co-operation
extended by them. The Directors also gratefully acknowledge all
stakeholders of the Company viz. customers, members, vendors, banks and
other business partners for the excellent support received from them
during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted
commitment and continued contribution to the Company.
On Behalf of the Board of Directors
Place: Kolkata D. K. Patni
Date : May 29,2015 Chairman
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting the 22nd Annual Report on
the business and operations of the Company together with Audited
statements of accounts for the year ended 31st March 2014 to the
shareholders.
REVIEW OF OPERATION
Some highlights of the performance during the said year are reproduced
for your consideration:
Current Year Previous Year
Profit before tax 1,10,649.79 (44,805.56)
Tax Expense:
1) Current tax 45,799.00 20,000.00
2) Deferred tax 17,217.00 (71,050.00)
3) Income Tax For Earlier Years --- 1,920.00
Profit (Loss) for the period 47,633.79 4,324.44
DIVIDEND
In view of insufficient profit during the year, your directors regret
their inability to recommend any dividend for the year-ended 31stMarch,
2014.
OPERATION
During the Financial Year 2013 - 2014, the performance of the company
was satisfactory. The Company has earned a Profit of '' 1.11 Lac (before
Tax) in the previous year. In view of growth in economy, your company
is optimistic to perform better in the forthcoming years.
PRUDENTIAL NORMS
The Company is consistently complying with all the guidelines issued by
the Reserve Bank of India for NBFCs with respect to capital adequacy,
asset classification, and provisioning and income recognition on
non-performing assets.
FIXED DEPOSITS
The Company has not accepted and/or renewed any fixed deposit during
the period under review.
DIRECTORS
Mr. D.K. Patni and Mr. K.N. Jain retires from office by rotation in
accordance with the requirements of Companies Act, 1956 and being
eligible, offer himself for reappointment.
None of your Directors are dis -qualified for being appointed as
directors, as specified in Sec 274 (1) (g) of the Companies Act, 1956.
CORPORATE GOVERNANCE
Your Company complies with all the requirements pertaining to Corporate
Governance, in terms of Clause 49 of the Listing Agreement with the
Stock Exchanges. A detailed report on Corporate Governance has been
included in this report along with a certificate from the auditors of
the company regarding compliance of conditions of Corporate Governance.
Further, a separate Management Discussion and Analysis report is also
given in this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 you''re
Directors confirm that:
i) In the preparation of the annual accounts for the year ended March
31, 2014, the applicable accounting standards notified under Companies
Act, 1956 read with General Circular no 15/
2013 dated 13.09.2013, issued by MCA, in respect of section 133 of
Companies Act, 2013 have been followed and there is no material
departure from the above.
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2014 and of the Profit of the company for
the year ended on that date.
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities to the best
of their knowledge and ability.
iv) the Directors have prepared the accompanying Annual Accounts for
the year ended 31st, March 2014 on a going concern basis.
AUDITORS & AUDITORS REPORT
M/s Jain Binod & Associates, Chartered Accountants (Firm Reg. No.
320231E) the retiring Auditor of the Company retires at the ensuing
Annual General Meeting be and is hereby proposed to be reappointed as
Statutory Auditors of the Company for a term of 1 year to hold the
office from the conclusion of this Twenty Second Annual General Meeting
till the conclusion of Twenty Third Annual General Meeting.
The Company has received a certificate and consent from the Auditors
that if re-appointed, they are qualified to act as the Auditors of the
Company under Companies Act, 2013.
The Auditors Report read together with the notes to account is self
explanatory and do not call for any further explanation under section
217(3) of the Companies Act, 1956.
PERSONNEL
During the year, no employee was in receipt of remuneration of or in
excess of the amount prescribed under Section 217(2A) of the Companies
Act, 1956.
STATUTORY INFORMATION
Particulars required to be furnished by the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988:
1. Part A and B pertaining to conservation and technology absorption
are not applicable to the company.
2. Foreign Exchange earnings and outgoes: N I L
ACKNOWLEDGEMENT
Your Directors wish to convey their gratitude to the Company''s Clients,
Bankers, Shareholders, Well Wishers and Employees, for their valued and
timely support.
For and on behalf of the Board
Place: Kolkata Jhumar Mall Saraogi
Date : The 30th Day of May'' 2014. (Whole Time Director)
Mar 31, 2013
DEAR MEMBERS,
The Directors have pleasure in presenting the 21st Annual Report on
the business and operations of the Company together with Audited
statements of accounts for the year ended 31st March 2013 to the
shareholders.
REVIEW OF OPERATION
Some highlights of the performance during the said year are reproduced
for your consideration:
Current Year Previous Year
(RS.) (RS.)
Profit before tax (44,805.56) 2,146,666.83
Tax Expense:
1) Current tax 20,000.00 14,200.00
2) Deferred tax (71,050.00) 1,065.00
3) Income Tax For Earlier Years 1,920.00 Â
Profit(Loss) for the period 4,324.44 2,131,401.83
DIVIDEND
In view of insufficient profit during the year, your directors regret
their inability to recommend any dividend for the year-ended 31" March,
2013.
OPERATION
During the Financial Year 2012 - 2013, the performance of the company
was satisfactory. The Company has incurred a Loss of RS. 0.45 Lac
(before Tax) in the previous year. In view of growth in economy, your
company is optimistic to perform better in the forthcoming years.
PRUDENTIAL NORMS
The Company is consistently complying with all the guidelines issued by
the Reserve Bank of India for NBFCs with respect to capital adequacy,
asset classification, and provisioning and income recognition on
non-performing assets.
FIXED DEPOSITS
The Company has not accepted and/or renewed any fixed deposit during
the period under review.
DIRECTORS
Mr. K.N. Jain retires from office by rotation in accordance with the
requirements of Companies Act, 1956 and being eligible, offer himself
for reappointment.
None of your Directors are dis -qualified for being appointed as
directors, as specified in Sec 274 (1) (g) of the Companies Act 1956.
CORPORATE GOVERNANCE
Your Company complies with all the requirements pertaining to Corporate
Governance, in terms of Clause 49 of the Listing Agreement with the
Stock Exchanges. A detailed report on Corporate Governance has been
included in this report along with a certificate from the auditors of
the company regarding compliance of conditions of Corporate Governance.
Further, a separate Management Discussion and Analysis report is also
given in this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 you''re
Directors confirm that:
i) In the preparation of the annual accounts for the year ended March
31, 2013, the applicable accounting standards have been followed and
that no material departures have been made from the same;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2013 and of the Loss of the company for
the year ended on that date ;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities ; and iv)
the Directors have prepared the accompanying Annual Accounts for the
year ended 31st, March 2013 on a going concern basis.
AUDITORS & AUDITORS REPORT
M/S. Jain Binod & Associates., Chartered Accountants, Kolkata,
Statutory Auditors of your Company hold office until the conclusion of
the 21th Annual General Meeting and are recommended for re-appointment.
The Company has received a certificate from them to the effect that
their reappointment, if made, would be within the limits prescribed
under section 224(1C) of the Companies Act, 1956.
The Auditors Report read together with the notes to account is self
explanatory and do not call for any further explanation under section
217(3) of the Companies Act, 1956.
PERSONNEL
During the year, no employee was in receipt of remuneration of or in
excess of the amount prescribed under Section 217(2A) of the Companies
Act, 1956.
STATUTORY INFORMATION
Particulars required to be furnished by the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988:
1. Part A and B pertaining to conservation and technology absorption
are not applicable to the company.
2. Foreign Exchange earnings and outgoes: NIL
ACKNOWLEDGEMENT
Your Directors wish to convey their gratitude to the Company''s Clients,
Bankers, Shareholders, Well Wishers and Employees, for their valued and
timely support.
For and on behalf of the Board
J. M. Saraogi - Whole Time Director
D. K. Patni - Director
Place : Kolkata Payal Bhutoria - Company Secretary
Date : The 29th Day of May'' 2013.
Mar 31, 2012
DEAR MEMBERS,
The Directors have pleasure in presenting the 20th Annual Report on
the business and operations of the Company together with Audited
statements of accounts for the year ended 31st March 2012 to the
shareholders.
REVIEW OF OPERATION
Some highlights of the performance during the said year are reproduced
for your consideration:
Current Year Previous Year
(RS.) (RS.)
Profit before tax 2,146,666.83 241,167.43
Tax Expense:
1) Current tax 14,200.00
2) Deferred tax 1,065.00 13,524.00
Profit(Loss) for the period 2,131,401.83 227,643.43
DIVIDEND
In view of insufficient profit during the year, your directors regret
their inability to recommend any dividend for the year-ended 31st
March, 2012.
OPERATION
During the Financial Year 2011 - 2012, the performance of the company
was satisfactory. The Company has earned a profit of Rs. 21.31 Lacs in
the previous year. In view of growth in economy, your company is
optimistic to perform better in the forthcoming years.
PRUDENTIAL NORMS
The Company is consistently complying with all the guidelines issued by
the Reserve Bank of India for NBFCs with respect to capital adequacy,
asset classification, and provisioning and income recognition on
non-performing assets.
FIXED DEPOSITS
The Company has not accepted and/or renewed any fixed deposit during
the period under review.
DIRECTORS
Mr. S.N. Jajodia retires from office by rotation in accordance with the
requirements of Companies Act, 1956 and being eligible, offer himself
for reappointment.
The term of Mr. J.M.Saraogi, Whole Time Director, is due to expire on
20.04.2013. The Board of Directors at its meeting held on 30th May 2012
reappointed Mr. J.M.Saraogi as Whole Time Director fora further period
of 5 years with effect from 21.04.2013 subject to the approval of the
shareholders. A resolution proposing the re-appointment of Mr.
J.M.Saraogi as the Whole Time Director from 21.04.2013 will be placed
before the shareholders for approval at the ensuing Annual General
Meeting.
Necessary information pursuant to Clause 49 of the listing agreement in
respect of the Directors proposed to be reappointed at the ensuing
Annual General Meeting are given in Corporate Governance Report.
None of your Directors are dis-qualified for being appointed as
directors, as specified in Sec 274 (1) (g) of the Companies Act, 1956.
CORPORATE GOVERNANCE
Your Company complies with all the requirements pertaining to Corporate
Governance, in terms of Clause 49 of the Listing Agreement with the
Stock Exchanges. A detailed report on Corporate Governance has been
included in this report along with a certificate from the auditors of
the company regarding compliance of conditions of Corporate Governance.
Further, a separate Management Discussion and Analysis report is also
given in this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 you''re
Directors confirm that:
i) In the preparation of the annual accounts for the year ended March
31, 2012, the applicable accounting standards have been followed and
that no material departures have been made from the same;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2012 and of the Profit of the company
for the year ended on that date ;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities ; and
iv) the Directors have prepared the accompanying Annual Accounts for
the year ended 31st, March 2012 on a going concern basis.
AUDITORS & AUDITORS REPORT
M/S; Jain Binod & Associates., Chartered Accountants, Kolkata,
Statutory Auditors of your Company hold office until the conclusion of
the 20th Annual General Meeting and are recommended for re-appointment.
The Company has received a certificate from them to the effect that
their reappointment, if made, would be within the limits prescribed
under section 224(1C) of the Companies Act, 1956.
The Auditors Report read together with the notes to account is self
explanatory and do not call for any further explanation under section
217(3) of the Companies Act, 1956.
PERSONNEL
During the year, no employee was in receipt of remuneration of or in
excess of the amount prescribed under Section 217(2A) of the Companies
Act, 1956.
STATUTORY INFORMATION
Particulars required to be furnished by the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988:
1. Part A and B pertaining to conservation and technology absorption
are not applicable to the company.
2. Foreign Exchange earnings and outgoes: NIL
ACKNOWLEDGEMENT
Your Directors wish to convey their gratitude to the Company''s Clients,
Bankers, Shareholders, Well Wishers and Employees, for their valued and
timely support.
For and on behalf of the Board
J. M. Saraogi - Whole Time Director
D. K. Patni - Director
Place : Kolkata Payal Bhutoria - Company Secretary
Date : The 30th Day of May''2012.
Mar 31, 2011
DEAR MEMBERS,
The Directors have pleasure in presenting the 19th Annual report on
the business and operations of the Company together with Audited
statements of accounts for the year ended 31st March 2011 to the
shareholders.
REVIEW OF OPERATION
Some highlights of the performance during the said year are reproduced
for your consideration:
Current Previous
Year(Rs.) Year(Rs.)
PROFIT/(LOSS) BEFORE DEPRECIATION & TAX 324,631.43 (128,178.90)
Less: Depreciation 83,464.00 81,894.00
Profit / (Loss) before Tax 241,167.43 (210,072.90)
Less: Income Tax for Earlier years  3,374.00
Less / (Add) : Deferred Tax 13,524.00 14,019.00
Profit / (Loss) after Tax 227,643.43 (227,465.90)
Less: Transfer to Reserve Fund 45,528.69 Â
Add: Balance Brought Forward (1,591,435.25) (1,363,969.35)
Balance carried forward to
Balance Sheet (1,409,320.51) (1,591,435 25)
DIVIDEND
In view of insufficient profit during the year, your directors regret
their inability to recommend any dividend for the year-ended 31st
March, 2011.
OPERATION
During the Financial Year 2010 - 2011, the performance of the company
was not satisfactory. The Company has earned a profit of Rs. 2.27
Lakhs in the previous year, which was mainly on account of unstable and
unpredictable conditions of Stock Market. In view of growth in economy
your company is optimistic to perform better in the forthcoming years.
PRUDENTIAL NORMS
The Company is consistently complying with all the guidelines issued by
the Reserve Bank of India for NBFCs with respect to capital adequacy,
asset classification, and provisioning and income recognition on
non-performing assets.
FIXED DEPOSITS
The Company has not accepted and/or renewed any fixed deposit during
the period under review.
DIRECTORS
Mr. D.K. Patni retires from office by rotation in accordance with the
requirements of Companies Act, 1956 and being eligible, offer himself
for reappointment.
CORPORATE GOVERNANCE
Your Company complies with all the requirements pertaining to Corporate
Governance, in terms of Clause 49 of the Listing Agreement with the
Stock Exchanges. A detailed report on Corporate Governance has been
included in this report along with a certificate from the auditors of
the company regarding compliance of conditions of Corporate Governance.
Further, a separate Management Discussion and Analysis report is also
given in this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors
confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
ii) Your directors have 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 of
the company for that period.
iii) Your directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) Your directors have prepared the accompanying Annual Accounts for
the year ended 31st, March 2011 on a going concern basis.
AUDITORS
M/S. Jain Binod & Associates., Chartered Accountants, Kolkata,
Statutory Auditors of your Company hold office until the conclusion of
the 19th Annual General Meeting and are recommended for re-appointment.
The Company has received a certificate from them to the effect that
their reappointment, if made, would be within the limits prescribed
under section 224(1C) of the Companies Act, 1956.
AUDITORS REPORT
The Auditors Report read together with the notes to account is self
explanatory and do not call for any further explanation under section
217(3) of the Companies Act, 1956.
PERSONNEL
During the year, no employee was in receipt of remuneration of or in
excess of the amount prescribed under Section 217(2A) of the Companies
Act, 1956.
STATUTORY INFORMATION
Particulars required to be furnished by the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988:
1. Part A and B pertaining to conservation and technology absorption
are not applicable to the company.
2. Foreign Exchange earnings and outgoes: NIL
ACKNOWLEDGEMENT
Your Directors wish to convey their gratitude to the Company''s Clients,
Bankers, Shareholders, Well Wishers and Employees, for their valued and
timely support.
For and on behalf of the Board
J.M. Saraogi - Whole Time Director
Place : Kolkata D. K. Patni - Director
Dated : The 30th Day of May'' 2011. Payal Bhutoria - Company Secretary