Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Twenty Second Annual
Report and the Audited Statements of Accounts of your Company for the
year ended 31st March 2015.
FINANCIAL RESULTS
(In Rupees)
Financial Results Year Ended Year Ended
31.03.2015 31.03.2014
Revenue from Operations 64,11,606 78,03,726
Profit/ (Loss) before Depreciation & Tax 98,188 (93,935)
Less : Depreciation 54,851 20,438
Less: Provision for tax:-
- Deferred Tax Charge/(Credit) (31,695) (1,34,457)
- Income Tax 14 -
- MAT Credit entitlement (14) -
Profit / (Loss) for the period 75,032 20,084
Prior Period Items - (14,000)
Profit / (Loss) carried to Balance Sheet 75,032 6,084
The working of your company for the year under review resulted in
profit of Rs.75,032/- as against profit of Rs.6,084/- in the previous
year.
DIVIDEND
The Board of Directors has not recommended any dividend for the year
2014- 2015.
SHARE CAPITAL
During the year under review, the Company has neither issued any equity
shares, Shares with Differential Voting Rights nor granted Stock
Options nor Sweat Equity. As on 31st March, 2015 none of the Directors
of the Company held shares of the Company. Mrs. Amita Adlakha, Managing
Director of the Company who was appointed as an Additional-Cum Managing
Director of the Company held 1,50,000 (4.00%) equity shares as on 31st
March, 2015. The Company has not bought back any equity shares during
the year 2014-15.
LISTING OF EQUITY SHARES
The Company's Equity Shares were listed at Delhi Stock Exchange Limited
("DSE"). The Securities and Exchange Board of India ("SEBI") vide its
Order dated November 19, 2014 has de- recognised the DSE. SEBI vide its
circular dated April 17, 2015 suggested to get their shares listed at
any nation-wide stock exchange to avoid from the other consequences.
Accordingly, Board decided to get the Equity Share listed on BSE
Limited (i.e. Bombay Stock Exchange). The Company has initiated steps
for the listing of Equity Shares of the Company on Bombay Stock
Exchange.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance of the provisions of Companies Act, 2013 and Articles of
Association of the Company, Mrs. Amita Adlakha was appointed as an
Additional cum Managing Director of the Company by the Board in its
meeting held on 10th July, 2015. She shall hold office upto the date of
this Annual General Meeting. Your Directors recommends confirmation of
her appointment at this Annual General Meeting. Her period of office
shall be subject to retirement by rotation whilst holding office of
Managing Director.
Brief resume of the Mrs. Amita Adlakha, nature of her expertise in
specific functional areas and the name of companies in which she hold
the Directorship and the Chairmanship/membership of the Committees of
the Board, as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchanges, are given as Annexure to the Notice convening the
Annual General Meeting.
Mr. Hitesh Gaur resigned from the post of Company Secretary of the
Company w.e.f. 30.06.2015. Accordingly The Board appointed Mr. Rahul
Kumar Tiwari as Company Secretary of the Company w.e.f 01.07.2015.
Mr. Rahul Kumar Tiwari, Company Secretary of the Company has also been
appointed as Chief Financial Officer of the Company w.e.f. 10th July,
2015.
Except Appointment of Mrs. Amita Adlakha on the Board, there was no
change in the Directors of the Company and following are the present
Directors of the Company.
1. Mr. G. Ramarathnam,
2. Mr. Harnand Tyagi
3. Mr. Sanjay Kumar Srivastava
4. Mr. Anil Datta
5. Mrs. Amita Adlakha
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the
Listing Agreement with the Stock Exchange in the preparation of Annual
Accounts for the year ended 31st March, 2015 and state that:
i. in the preparation of Annual Accounts for the year ended March 31,
2015, the applicable accounting standards had been followed with proper
explanation relating to material departures;
ii. we have selected appropriate accounting policies 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 as at March 31, 2015 and of the profit of the Company
for the year ended on that date.
iii. we 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. we have prepared the annual accounts on a going concern basis;
v. we have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are
operating effectively; and
vi. The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
AUDITORS
The Notes on financial statement referred to in the Auditors' Report
are self explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
M/s Rajendar K. Kumar & Associates, Chartered Accountants, Ghaziabad,
Auditor of the Company who was appointed in the previous Annual General
Meeting for a tenure of three years, i.e. till the conclusion of 24th
Annual General Meeting to be held in the year 2017. In View of due
compliance of the provisions of Section 139(1), their continuance of
appointment is required to be ratified by the members of the Company in
the ensuing Annual General Meeting. Therefore, your Directors
recommended the ratification of appointment of M/s Rajendar K. Kumar &
Associates, Chartered Accountants as Statutory Auditors in the ensuing
Annual General Meeting. The Company has already received a certificate
from the above Auditors to the effect that if they are re-appointed, it
would be in accordance with the provisions of Section 141 of the
Companies Act, 2013.
INTERNAL AUDITORS
The Board of Directors of your Company has appointed Mr. Rahul Kumar
Tiwari as Internal Auditors pursuant to the provisions of Section 138
of the Companies Act, 2013. Mr. Rahul Kumar Tiwari is associated with
the Company from 01.07.2015 as a Company Secretary of the Company.
FIXED DEPOSITS
Your Company has neither accepted nor renewed any deposit within the
meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014. There were no unclaimed deposits
at the end of Financial Year i.e. 31st March, 2015.
NUMBER OF MEETINGS OF THE BOARD
During the year, Five Board Meetings and Four Audit Committee Meetings
were convened and held. The details of which are given in Corporate
Governance Report.
AUDIT COMMITTEE
The Board has constituted a Audit Committee which comprises three
members. Other details about the committee and terms of reference are
given in the Corporate Governance Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and other applicable provisions, if any, the
Company has appointed M/s Deepa Singhal & Associates (CP No.4747),
Practicing Company Secretaries, Ghaziabad to do Secretarial Audit of
the Company for the Financial Year 2014-15. The Secretarial Audit
Report for the financial year ended 31st March, 2015 is attached and
marked as "Annexure-1" and forms part of the Board Reports. The
observation made by the Secretarial Auditors in their report are self
explanatory and therefore do not call for any further
explanations/comments. The Auditors' Report does not contain any
qualification, reservation or adverse remark.
SUBSIDIARY COMPANIES
The Company does not have any Subsidiary and or any Joint Venture
Company.
EXTRACT OF ANNUAL RETURN
The extracts of the Annual Return as per the provisions of Section 92
of the Companies Act, 2013 read with Rule 12 of Companies (Management
and Administration) Rules, 2014 is annexed herewith and marked as
"Annexure -2" to this Report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to clause 49 of Listing Agreement and as per applicable
provisions of section 177 of the Companies Act, 2013, the Company has
set up and adopted a Vigil Mechanism/ Whistle Blower Policy (the
"Policy") which lays down the principles and standards governing the
management of grievances and concerns of employees and directors of the
Company. The Mechanism shall enable the employees and the directors of
the Company to report their genuine concerns or grievances about the
actual and potential violation of the principles and standards laid
down herein. Such a vigil mechanism shall provide for adequate
safeguards against victimization of directors and employees who avail
such mechanism and also make provisions for direct access to the
Chairperson of Audit Committee in exceptional cases. The aforesaid
policy can be accessed on the Company's website www.pfil.in and weblink
of the same is
http://pfil.in/uploads/policies/vigil-mechanism-policy.pdf.
NOMINATION & REMUNERATION COMMITTEE
The Board has constituted a Nomination & Remuneration Committee. The
Board on the recommendation of Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, senior
managerial personnel and their remuneration. The remuneration, if any
will be governed by the provisions of Companies Act, 2013 and Rules
made thereunder. Other details about the committee are given in the
Corporate Governance Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual evaluation
of its own performance and Directors individually. The manner in which
the evaluation has been carried out has been explained in the attached
Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The Company being a Non-Banking Finance Company (NBFC), the provision
of Section 186 of the Companies Act, 2013 are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
The Company being a Non-Banking Finance Company (NBFC), the provision
of Section 186 of the Companies Act, 2013 are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
There have been no materially significant related party transactions
made by the Company with the promoters, the key managerial personnel
which may be in conflict with the interest of the company at large. The
suitable disclosure as required in AS-18 regarding Related Party
transactions has been made in the notes to financial statements. The
Company has formulated a policy for Related Party Transaction placed it
on Company website: www.pfil.in and weblink of the same is:
http://pfil.in/uploads/policies/rpt-policy.pdf.
PARTICULARS OF EMPLOYEES
As the Company is not paying remuneration to any Directors/Independent
Directors/Non-Executive Directors or Managing Director. Therefore,
Particulars of employees as required under section 197 of the Companies
Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not required to be provided in the
report. However, the information on employees' particulars is available
for inspection by the members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing AGM. If any member is interested in obtaining a copy
thereof, such member may write to the Company Secretary of the Company
in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the company is a Finance and Investment Company and has no
manufacturing activity or other operations. Therefore, the provisions
of Section 134(3)(m) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 are not applicable. There were no foreign
exchange earnings or outgoing during the financial year ended 31st
March, 2015.
DEMATERIALISATION OF SECURITIES
As informed in the last year's Director's Report, the shares of your
Company were included in the compulsory list of trading in
dematerialization form with effect from 2nd January, 2002. Your company
had entered into necessary agreement with depository NSDL (National
Securities Depository Limited) and CDSL (Central Depository Services
Limited). It is, therefore, advisable to trade in the securities of the
Company in dematerialization form, which is convenient and safe.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges. As per clause 49 of the Listing
Agreement with the Stock Exchange the Corporate Governance Report along
with a certificate from practicing Company Secretary on the Compliance
of the condition of Corporate Governance, forms a part of the Report
and is given separately annexed and marked as "Annexure-3".
A separate Report on Management Discussion and Analysis is also
enclosed and forms part of this Report and marked as "Annexure-4".
INTERNAL FINANCIAL CONTROLS
The Company has an adequate system of internal control relating to the
nature of the business of the Company. A detailed note has been
provided under Management Discussion and Analysis Report. The Company
has an Audit Committee which ensures proper compliance with the
provisions of the Listing Agreement with Stock Exchanges, Companies
Act, reviews the adequacy and effectiveness of the internal control.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant or material orders passed by the Regulators
or Courts or Tribunals which impact the going concern status and
Company's operations in future.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors confirm that during the year under review, there were no
complaints received pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Hence no
complaint is outstanding as on 31.03.2015 for redressal.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility) Rules, 2014 read with various
clarifications issued by the Ministry of Corporate Affairs, every
Company having the net worth of Rs.500 Crores or more or turnover of
Rs.1000 Crores or more or net profit of Rs.5 Crores or more during any
financial year have to spend at least 2% of the average net profit of
the Company made during the three immediately preceding financial
years.
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as on date, as the Company does not fall
within the purview laid down for the applicability of the provisions of
section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility.
RISK MANAGEMENT COMMITTEE
The Board has constituted a Risk Management Committee which comprises
three members. Other details about the committee and terms of
reference are given in the Corporate Governance Report. The Committee,
on a quarterly basis, provide status updates to the Board of Directors
of the Company. However, the Company does not have any Risk Management
Policy as on date as the elements of risk threatening the Company's
existence is very minimal.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year
of the Company to which this financial statement relate and on the date
of this report.
ACKNOWLEDGEMENTS
Your Directors wish to acknowledge their gratitude to the business
Associates and Stock Exchange authorities for their continued
patronage, assistance and guidance.
By Order of the Board
For PARIKSHA FIN-INVEST-LEASE LIMITED
Sd/-
(GOPALAIYER RAMARATHNAM)
Place : Ghaziabad CHAIRMAN OF THE BOARD
Dated : 31st August, 2015 DIN : 00289752
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty First Annual
Report on the operations of your company, together with Audited
Statements of Accounts of your Company for the year ended 31st March
2014.
FINANCIAL RESULTS
The summarized Financial Results of the Company are given hereunder:
Year Ended Year Ended
31.03.2014 31.03.2013
(Rs) (Rs)
Revenue from Operations 78,03,726 78,95,325
Profit/(Loss) before depreciation (93,935) (9,00,559)
Less : Depreciation 20,438 19,772
Profit/(Loss) Before Tax (1,14,373) (9,20,331)
Add/ (Less) Provision for tax
(including deferred tax) 1,34,457 1,70,580
Profit/(Loss) after Tax 20,084 (7,49,751)
Less : Prior Period Items 14,000 30,321
Less : Transfer to Reserve Fund - -
Add : Profit brought forward from 7,52,129 15,32,201
previous year
Surplus carried to Balance Sheet 758,213 752,129
REVIEW OF OPERATIONS
The working of your company for the year under review resulted in Loss
of Rs 1,14,373/- as against loss of Rs. 9,20,331 /- in the previous
year.
Due to loss, no amount has been transferred to Reserve Fund as per the
provisions of section 45IC of the Reserve Bank of India Act, 1934.
DIVIDEND
In the absence of profits during the current financial year, your
Directors are unable to recommend any dividend for the financial year
2013-14.
FIXED DEPOSITS
Your Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder.
APPOINTMENT OF DIRECTORS
Appointment of Mr. Gopalaiyer Ramarathnam (DIN - 00289752):
In compliance of Clause 49 of Listing Agreement, Mr. Gopalaiyer
Ramarathnam (DIN: 00289752) was appointed as an Independent Director of
the Company. Now, Board of Directors in compliance of the provisions of
Section 149 of the Companies Act, 2013 proposes to appoint Mr.
Gopalaiyer Ramarathnam as Independent Director to hold office for a
period of 5 (five) consecutive years commencing from this Annual
General Meeting upto the conclusion of 26th Annual General Meeting to
be held in calendar year 2019, whose period of office will not be
liable to retire by rotation.
Appointment of Mr. Harnand Tyagi (DIN: 00159923):
In compliance of Clause 49 of Listing Agreement, Mr. Harnand Tyagi
(DIN: 00159923) was appointed as an Independent Director of the
Company. Now, Board of Directors in compliance of the provisions of
Section 149 of the Companies Act, 2013 proposes to appoint Mr. Harnand
Tyagi as Independent Director to hold office for a period of 5 (five)
consecutive years commencing from this Annual General Meeting upto the
conclusion of 26th Annual General Meeting to be held in calendar year
2019, whose period of office will not be liable to retire by rotation.
Appointment of Mr. Sanjay Kumar Srivastava (DIN: 00376256):
In compliance of Clause 49 of Listing Agreement, Mr. S. K. Srivastava
(DIN: 00376256) was appointed as an Independent Director of the
Company. Now, Board of Directors in compliance of the provisions of
Section 149 of the Companies Act, 2013 proposes to appoint Mr. Sanjay
Kumar Srivastava as Independent Director to hold office for a period of
5 (five) consecutive years commencing from this Annual General Meeting
upto the conclusion of 26th Annual General Meeting to be held in
calendar year 2019, whose period of office will not be liable to retire
by rotation.
Appointment of Mr. Anil Datta (DIN: 00183670):
In compliance of Clause 49 of Listing Agreement, Mr. Anil Datta (DIN:
00183670) was appointed as an Independent Director of the Company. Now,
Board of Directors in compliance of the provisions of Section 149 of
the Companies Act, 2013 proposes to appoint Mr. Anil Datta as
Independent Director to hold office for a period of 5 (five)
consecutive years commencing from this Annual General Meeting upto the
conclusion of 26th Annual General Meeting to be held in calendar year
2019, whose period of office will not be liable to retire by rotation.
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement pursuant to the requirement u/s 217(2AA) of the
Companies Act, 1956:
(i) that in the preparation of annual accounts, the applicable
accounting standards have been followed;
(ii) that appropriate accounting policies have been selected and
applied consistently, and, made judgment 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 losses of the
company for the year ended on the date;
(iii) that proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern
basis.
AUDITORS
M/s Rajendar K. Kumar & Associates, Chartered Accountants, Ghaziabad
Statutory Auditors of the Company will retire at the forthcoming Annual
General Meeting and are eligible for re-appointment.
In terms of provisions of Section 139 of the Companies Act, 2013 and
Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors can
be appointed for a maximum term of 5 years.
Since, M/s Rajendar K. Kumar & Associates, Chartered Accountants,
Ghaziabad has completed more than 5 years as Statutory Auditors of the
Company, it is proposed to re- appoint them for a further term of 3
consecutive years from the conclusion of the ensuing 21st Annual
General Meeting to the conclusion of 24th Annual General Meeting,
subject to ratification by the shareholders at every Annual General
Meeting.
The Company has received letters from the Auditors to the effect that
their appointment, if made, shall be in accordance with the conditions
as prescribed in the Rule 4 of the Companies (Audit and Auditors)
Rules, 2014, and that they are not disqualified for appointment within
the meaning of Section 139 and 141 of the Companies Act, 2013.
LISTING OF COMPANY SECURITIES
Your company's shares are currently listed on the Delhi Stock Exchange
Ltd. The Company has already paid listing fees to the Delhi Stock
Exchange for the financial year 2014-15.
APPOINTMENT OF KEY MANAGERIAL PERSONNEL
As per provisions of Companies Act, 2013, company is under
consideration to appoint suitable candidates for position of Managing
Director and Chief Financial Officer.
DEMATERIALISATION OF SECURITIES
As informed in the last year's Director's Report, the shares of your
Company were included in the compulsory list of trading in
dematerialisation form with effect from 2nd January, 2002 and your
company had entered into necessary agreement with depository NSDL
(National Securities Depository Limited). It is, therefore, advisable
to trade in the securities of the Company in dematerialisation form,
which is convenient and safe.
CORPORATE GOVERNANCE
In terms of clause 49 of the Listing Agreement, a Report on Corporate
Governance along with a certificate from Company Secretary in Whole
Time Practice on the Compliance of the condition of Corporate
Governance is provided elsewhere in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of financial condition and results
of operations of the Company for the year under review, as required
under clause 49 of the listing agreement with the Stock Exchanges, is
given as a separate statement forming part of the annual report.
PARTICULARS OF EMPLOYEES
Particulars of employees as required u/s 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules 1975 and
amended Rules, 2011 may be taken as NIL since no employee of the
Company was in receipt of remuneration in terms of limits specified
under the said Rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Being a Finance and Investment Company having no manufacturing or other
operations, the Companies (Disclosure of Particulars in the Report of
Board of directors) Rules, 1988 are not applicable. There were no
foreign exchange earnings or outgoing during the financial year ended
31st March, 2014.
ACKNOWLEDGEMENTS
Your Directors wish to acknowledge their gratitude to the business
Associates for their continued patronage, assistance and guidance.
For and on behalf of the Board
Sd/-
(G. RAMARATHNAM)
Place: Ghaziabad Chairman of the Board
Dated: 24.05.2014 (DIN - 00289752)
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the Twentieth Annual Report
on the operations of your company, together with Audited Statements of
Accounts of your Company for the year ended 31st March 2013.
FINANCIAL RESULTS
The summarized Financial Results of the Company are given hereunder:
Year Ended Year Ended
31.03.2013 31.03.2012
(Rs.) (Rs.)
Revenue from Operations 78,95,325 62,67,839
Profit/(Loss) before depreciation (9,00,559) (3,61,475)
Less : Depreciation 19,772 18,441
Profit/(Loss) Before Tax (9,20,331) (3,79,916)
Add/ (Less) Provision for tax
(including deferred tax) 1,70,580 1,27,404
Profit/(Loss) after Tax (7,49,751) (2,52,512)
Less : Prior Period Items 30,321 570
Less : Transfer to Reserve Fund -- --
Add : Profit brought forward from
previous year 15,32,201 17,85,283
Surplus carried to Balance Sheet 752,129 15,32,201
REVIEW OF OPERATIONS
The working of your company for the year under review resulted in Loss
of Rs 9,20,331/- as against loss of Rs. 3,79,916 /- in the previous
year.
Due to loss, no amount has been transferred to Reserve Fund as per the
provisions of section 45IC of the Reserve Bank of India Act, 1934.
DIVIDEND
In the absence of profits during the current financial year, your
Directors are unable to recommend any dividend for the financial year
2012-13.
FIXED DEPOSITS
Your Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder.
DIRECTORS
Mr. Anil Datta is liable to retire by rotation at the ensuing Annual
General Meeting. Your Directors recommend his re-appointment at the
ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement pursuant to the requirement u/s 217(2AA) of the
Companies Act, 1956:
(i) that in the preparation of annual accounts, the applicable
accounting standards have been followed;
(ii) that appropriate accounting policies have been selected and
applied consistently, and, made judgment 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 losses of the
company for the year ended on the date;
(iii) that proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern
basis.
AUDITORS
M/s Rajendar K. Kumar & Associates, Chartered Accountants, retire at
the conclusion of forthcoming Annual General Meeting and being
eligible, offer themselves for reappointment. Your Directors recommend
their reappointment. The Auditors have also furnished the certificate
to the effect that their reappointment, if made, will be within the
limits specified in Sub-section (1B) of Section 224 of the Companies
Act, 1956.
LISTING OF COMPANY SECURITIES
Your company's shares are currently listed on the Delhi Stock Exchange
Ltd. The Company has already paid listing fees to the Delhi Stock
Exchange for the financial year 2013-14.
CORPORATE GOVERNANCE
In terms of clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance along with a certificate
from Company Secretary in Whole Time Practice on the Compliance of the
condition of Corporate Governance is appended to the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of financial condition and results
of operations of the Company for the year under review, as required
under clause 49 of the listing agreement with the Stock Exchanges, is
given as a separate statement forming part of the annual report.
PARTICULARS OF EMPLOYEES
Particulars of employees as required u/s 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules 1975 and
amended Rules, 2011 may be taken as NIL since no employee of the
Company was in receipt of remuneration in terms of limits specified
under the said Rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Being a Finance and Investment Company having no manufacturing or other
operations, the Companies (Disclosure of Particulars in the Report of
Board of directors) Rules, 1988 are not applicable. There were no
foreign exchange earnings or outgoing during the financial year ended
31st March, 2013.
ACKNOWLEDGEMENTS
Your Directors wish to acknowledge their gratitude to the business
Associates for their continued patronage, assistance and guidance.
For and on behalf of the Board
SD/-
(G. RAMARATHNAM)
Place: Ghaziabad Chairman of the Board
Dated: 22.07.2013
Mar 31, 2012
Dear Members,
The Directors have pleasure in presenting the Nineteen Annual Report on
the operations of your company, together with Audited Statements of
Accounts of your Company for the year ended 31st March 2012.
FINANCIAL RESULTS
The summarized Financial Results of the Company are given hereunder:
Year Ended Year Ended
31.03.2012 31.03.2011
(Rs.) (Rs.)
Revenue from Operations 62,67,839 8,18,491
Profit/(Loss) before depreciation (3,61,475) (1,55,798)
Add/(Less) : Depreciation (18,441) (17,614)
Profit/(Loss) Before Tax (3,79,916) (1,73,412)
Add/ (Less) Provision for tax
(including deferred tax) 1,27,404 20,563
Profit/(Loss) after Tax (2,52,512) (1,52,849)
Less : Prior Period Items 570 1,686
Less : Transfer to Reserve Fund -- --
Add : Profit brought forward from 17,85,283 19,39,818
previous year
Surplus carried to Balance Sheet 15,32,201 17,85,283
REVIEW OF OPERATIONS
The working of your company for the year under review resulted in Loss
of Rs 3,79,916/- as against loss of Rs. 1,73,412 /- in the previous
year.
Due to loss, no amount has been transferred to Reserve Fund as per the
provisions of section 45IC of the Reserve Bank of India Act, 1934.
DIVIDEND
In the absence of profits during the current financial year, your
Directors are unable to recommend any dividend for the financial year
2011 -12.
FIXED DEPOSITS
Your Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder.
DIRECTORS
Mr. Sanjay Kumar Srivastava & Mr. Harnand Tyagi are liable to retire by
rotation at the ensuing Annual General Meeting. Your Directors
recommend their re- appointment at the ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement pursuant to the requirement u/s 217(2AA) of the
Companies Act, 1956:
(i) that in the preparation of annual accounts, the applicable
accounting standards have been followed;
(ii) that appropriate accounting policies have been selected and
applied consistently and judgments and estimates that are reasonable
and prudent have been made 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 losses
of the company for the year ended on the date;
(iii) that proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern
basis.
AUDITORS
M/s Rajendar K. Kumar & Associates, Chartered Accountants, retire at
the conclusion of forthcoming Annual General Meeting and being
eligible, offer themselves for reappointment. Your Directors recommend
their reappointment. The Auditors have also furnished the certificate
to the effect that their reappointment, if made, will be within the
limits specified in Sub-section (1B) of Section 224 of the Companies
Act, 1956.
LISTING OF COMPANY SECURITIES
Your company's shares are currently listed on the Delhi Stock Exchange
Ltd. The Company has already paid listing fees to the Delhi Stock
Exchange for the financial year 2012-13.
CORPORATE GOVERNANCE
In terms of clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance along with a certificate
from Company Secretary in Whole Time Practice on the Compliance of the
condition of Corporate Governance is appended to the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of financial condition and results
of operations of the Company for the year under review, as required
under clause 49 of the listing agreement with the Stock Exchanges, is
given as a separate statement forming part of the annual report.
PARTICULARS OF EMPLOYEES
Particulars of employees as required u/s 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules 1975 and
amended Rules, 2011 may be taken as NIL since no employee of the
Company was in receipt of remuneration in terms of limits specified
under the said Rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Being a Finance and Investment Company having no manufacturing or other
operations, the Companies (Disclosure of Particulars in the Report of
Board of directors) Rules, 1988 are not applicable. There were no
foreign exchange earnings or outgoing during the financial year ended
31st March, 2012.
ACKNOWLEDGEMENTS
Your Directors wish to acknowledge their gratitude to the business
Associates for their continued patronage, assistance and guidance.
For and on behalf of the Board
SD/-
(G. RAMARATHNAM)
Place: Delhi Chairman of the Board
Dated: 03.09.2012