Mar 31, 2015
Dear Members,
The directors have pleasure in presenting the 23rd Annual Report
together with the audited financial results for the period ended on
31st March, 2015
Financial Performance
(Rs. in Lacs)
Year Ended Year Ended
Particulars 31.03.2015 31.03.2014
Income 236.44 138.55
Profit Before taxation 14.81 12.97
Provision For Taxation 4.70 4.02
Profit/ Loss for the Year 10.11 8.95
Provision For Deferred Tax 0.00 0.00
Profit / Loss For the Year 10.11 8.95
Earnings Per Share 0.0024 0.0021
Dividend
Your directors regret their inability to recommend any dividend for the
year considering in Adequate profits during the year.
Transfer of Unclaimed Dividend to Investor Education And Protection
Fund.
The provisions of Section 125(5) of the Companies Act, 2013 do not
apply on the company as no dividend has been declared during the year.
Subsidiaries As on March, 2015, the Company has two wholly owned
subsidiaries, namely Richway Enterprises Pvt Ltd and Livin Dragons
Entertainment Pvt Ltd.
In accordance with the Clause 49 of the Listing Agreement, the minutes
of the subsidiaries were placed before the meeting of Board of
Directors of Your Company.
Consolidated Financial Statements
The Audited Consolidated Financial Statements of your Company are
prepared in accordance with the Accounting Standard (AS) 21 on
"Consolidated Financial Statements" read with Accounting Standards
Rules as applicable.
Reserves
Your Directors have not proposed to transfer any amount to the Reserve
Fund as the company is having Nominal Profit.
Deposits
Your Company has not accepted any Deposit within the meaning of Section
73 of the Companies Act, 2013 and rules made there under during the
year under review.
Share Transfer System And Registers & Share Transfer Agents During the
year under review, the Company has connectivity with both Depositories,
namely NSDL and CDSL. The Company has appointed Purva Sharegistry
(India) Pvt.Ltd Unit No. 9, Shiv Shakti Industrial Estate J.R.Boricha
Marg, Opp Kasturba Hospital Lane Lower Parel (E) Mumbai  400011 as
Registrar and Share Transfer Agent to facilitate shares transfer job to
its members.
Listing on Stock Exchange
The Equity Shares of the Company are listed on the Bombay Stock
Exchange. The Company is also listed on Madhya Pradesh Stock Exchange.
Brief Description of the Company's Working during the Year/State of
Company's Affair The Company being an Investment and Finance Company
presently invests to acquire, sell, transfer, subscribe for, hold and
otherwise deal in and invest in any shares, bonds; stocks issued or
guaranteed by any Company and also provide financial assistance by way
of private financing to the identified groups.
Details In Respect Of Adequacy of Internal Financial Controls With
Reference To The Financial Statements.
The 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.
Auditors & Auditors' Report
The Auditors' Report given elsewhere in the annual report is self
explanatory and does not call any explanation from the Board. M/s.
Sanjay N. Shah & Co. Chartered Accountants, auditor of the company hold
office until the conclusion of ensuing Annual General Meeting.
Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo Particulars under Companies (Disclosure of
particulars in the report of Directors) Rules, 1988 on conservation of
energy and technology absorption are NIL.
Extract Of the Annual Return
The extract of the Annual Return pursuant to the provisions of section
92 read with Rule 12 of the Companies (Rules), 2014 is furnished in
Annexure A (MGT Â 9) and is attached to this Report.
Directors and Key Managerial Personal
NAME DESIGNATION PURPOSE
Prafulchandra Managing Director Appointed as Managing Director
of the company w.e.f
Gordhandas
Zaveri 30th March, 2015
Pankaj Dawar Additional Director Appointed as an Additional
director of the Company
w.e.f. 19th December, 2014.
Rohit Shaw Independent Director Appointed as an Additional
director of the Company w.e.f.
30th May, 2014.
Hetal
Priteshkumar Additional Director Appointed as an Additional
director of the
Solanki Company w.e.f. 30th March,2015.
Pritesh
Naranbhai Additional Director Appointed as an Additional
director of the
Solanki Company w.e.f. 30th May, 2015.
Number of Meetings of the Board Of Directors
Six Meetings of the Board of Directors were held during the financial
year 2014-15. These were held on the following dates:
i) 30th May, 2014, ii) 14th August, 2014, iii) 14th November, 2014, iv)
19th December, 2014, v) 6th February, 2015, vi) 30th March, 2015.
Audit Committee
Composition of the Audit committee is in accordance with the
requirements of section 177 of the Companies Act 2013 which is stated
below:
NAME DESIGNATION
Pankaj Dawar Chairman
PrafulChandra
Gordhandas Zaveri Member
Rohit Shaw Member
Details of Establishment of Vigil Mechanism For Directors And Employees
Pursuant to sub-section (9) & (10) of section 177 of the Companies Act,
2013, read with rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, the Company has established a Whistle Blower
Policy (Vigil mechanism) for Directors and Employees of the Company to
report their genuine concerns or grievances. The policy was approved by
the Board of Directors of the Company at its meeting held on 14th
August, 2014 and the Audit Committee was empowered by the Board of
Directors to monitor the same and to report to the Board about the
complaints in an unbiased manner.
Nomination and Remuneration Committee
Composition of the Nomination & Remuneration Committee is in accordance
with the requirements of section 178(1) of the Companies Act 2013. The
composition is as under:
Name Designation
Rohit Shaw Chairman
Pankaj Dawar Member
PrafulChandra
Gordhandas Zaveri Member
Stakeholder's
Grievances Committee
The composition of the Investor grievance and Stakeholders Committee
under Section 178 of the Companies Act' 2013 is hereunder:
Name Designation
Pankaj Dawar Chairman
PrafulChandra
Gordhandas Zaveri Member
Pritesh Naranbhai
Solanki Member
Particulars of Contracts Or Arrangements With Related Parties:
Your company has no material individual transactions with its related
parties which are covered under section 188 of the Companies Act, 2013,
which are not in the ordinary course of business and not undertaken on
an arm's length basis during the financial year 2014-15.
Managerial Remuneration
The Company earned minimal profit during the year so the Company has
not provided any Managerial Remuneration to the Directors.
Secretarial Audit Report
CS Anup Pandey, Practising Company Secretary [C.P.No,14626], is
appointed as the Secretarial Auditor of the company. There is no
qualification, reservation or adverse remark or disclaimer made by the
company secretary in the secretarial audit report.
The Secretarial Audit Report is attach in this report as Form MR- 3
Report On Corporate Governance
Report on corporate governance as required under clause 49 of the
Listing Agreement entered into with the stock exchanges is given
separately. A certificate from the auditors of the company regarding
compliance of the conditions of corporate governance is also attached
with the report.
Risk Management Policy
The company does not have any Risk Management Policy as the elements of
risk threatening the Company's existence are very minimal.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors
confirm thatÂ
(a) In the preparation of the annual accounts, 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 at the end of the financial year and of the profit and
loss of the company for that period;
(c) 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;
(d) The directors have prepared the annual accounts on a going concern
basis;
(e) The 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, and
(f) The directors have 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 would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.
For and on behalf of the Board of Directors
Sd/- Sd/-
PrafulChandra Gordhandas Zaveri Pankaj Dawar
Managing Director Director
DIN: 07073660 DIN: 06479649
Place: Mumbai
Date: 30th May, 2015
Mar 31, 2013
The directors have pleasure in presenting the 21st Annual Report
together with the audited financial results for the period ended on
31st March, 2013
FINANCIAL PERFORMANCE
(Rs. in Lacs)
Particulars Year Ended Year Ended
31.03.2013 31.03.2012
Income 64.92 66.93
Profit before Taxation 10.89 10.43
Provision for Taxation 3.36 0.10
Profit/Loss for the year 7.51 6.54
Provision for Deferred Tax 0.01 3.88
Profit/Loss for the Year 7.51 6.54
Earnings Per Share (EPS) 0.01 0.10
FINANCIAL HIGHLIGHTS AND OPERATIONS
The Total Income of the company for the year ended 64.92 Lacs. The
Profit before tax stood at 10.89 Lacs and Profit after tax for the year
ended under review stood at 7.51 Lacs. On consolidated basis the total
income of your company and its subsidiaries stand at 550.24 Lacs. The
consolidated profit before tax (PBT) stands at 15.08 Lacs. The
consolidated profit after tax (PAT) stood at 10.30 Lacs. The earning
per shares(EPS), on the equity shares having face value of Rs 1/-
stands at 0.0024 Considering the total equity capital of 4264.2875.
DIVIDEND
Your directors regret their inability to recommend any dividend for the
year considering in adequate profits during the year.
SCHEME OF AMALGAMATION
Basukinath RealEstate Limited, Baviscon Vincom Limited and Pinnacle
VIntrade Limited have been amalgamated with the Company with effect
from 31st March, 2013 in terms of Scheme of Amalgamation sanctioned by
the Hon''ble High Court of Judicature at Bombay vide order dated 28th
January, 2013.
SUBSIDIARIES
During the year under review the Board has adopted Richway Enterprises
Pvt Ltd and Livin Dragons Entertainment Pvt Ltd as the subsidiary of
the company.
In view of the general exemption granted by the Ministry of Corporate
Affairs, the annual accounts of the subsidiary companies are not
required to be attached to your Company''s Accounts.
The Board of Directors of your company in their meeting held on 30th
May, 2013 has given their consent, for not attaching the Annual
Accounts of the subsidiary with that of the Company, Accordingly annual
financial statement of the Subsidiary Companies and other documents
requited to be attached under section 212 (1) of the Companies Act,
1956 to the Balance sheet of the company are not attached. However,
these documents shall be made available upon request to any members of
the Company interested in obtaining the same also be kept for
inspection at the Registered Office of your Company and that of
Subsidiary Companies concerned, Further the financial data of
Subsidiary Companies has been furnished along with the statement
pursuant to Section 212 of the Companies Act, 1956 forming part of this
Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements of your Company are
prepared in accordance with the Accounting Standard (AS) 21 on
"Consolidated Financial Statements" read with Accounting Standards
Rules as applicable.
DEPOSITS
Your Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made there under during the
year under review.
AUDITORS & AUDITORS'' REPORT
The Auditors'' Report given elsewhere in the annual report is self
explanatory and does not call any explanation from the Board. M/s.
Sanjay N. Shah & Co. Chartered Accountants, auditor of the company hold
office until the conclusion of ensuing Annual General Meeting.
CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars under Companies (Disclosure of particulars in the report of
Directors) Rules, 1988 on conservation of energy and technology
absorption are NIL.
PERSONNEL
The Company did not have any employee drawing salary in excess of limit
prescribed, as such no particulars as required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.
ADDITIONAL INFORMATION
Part A and part B of the Particulars required to be furnished under the
companies (disclosure of particulars in the report of Board of
Directors) Rules, 1988 are Nil. There were no foreign exchange earnings
and out go during the year.
DIRECTORS
During the year Mr. Narendra Kumar Gangwal, Managing Director of the
company, have resigned from the office of the Board of directors on
30th May, 2013 due to their own other occupation.
And also Mr. Pawan Dalmia, Managing Director of the company, have
resigned from the office of the Board of Directors on 22nd July, 2013
due to their own other occupation.
Your board acknowledges their contribution and co-operation extended
during their tenure.
Mr. Bhairu Ratan Ojha, has been appointed as Additional Director and
also the Managing Director of the company on 22/07/2013 as Independent
director to feel the vacancy caused by Mr. Pawan Dalmia.
Mr. Pradeep Patni , Independent Director is retiring director by
rotation and being eligible offer himself for re-appointment in ensuing
annual general meeting.
Mr. Bhairu Ratan Ojha, additional directors and also the Managing
Director of the company, being eligible offer themselves for
re-appointment in ensuing annual general meeting.
Your directors recommend for the appointment.
CORPORATE GOVERNANCE
Report on corporate governance as required under clause 49 of the
Listing Agreement entered into with the stock exchanges is given
separately. A certificate from the auditors of the company regarding
compliance of the conditions of corporate governance is also attached
with the report.
DIRCTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956 your directors confirm that:
1. In the preparation of annual accounts, the accounting standards
issued by The Institute of Chartered Accountants of India and the
requirements of the Companies Act, 1956, to the extent applicable to
the company.
2. 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 affair
of the company at the end of the financial year 2011- 12 and of the
Loss of the company for that period.
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
4. The directors have prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.
For and on behalf of the Board
Sd/-
Bhairu Ratan Ojha
Managing Director
Mumbai,
Dated 30/05/2013
Mar 31, 2012
The directors have pleasure in presenting the 20th Annual Report
together with the audited financial results for the period ended on
31st March, 2012
FINANCIAL PERFORMANCE (Rs. in Lacs)
Particulars Year Ended Year Ended
31.03.2012 31.03.2011
Income 66.93 70.82
Profit before Taxation 10.43 3.38
Provision for Taxation 0.10 1.85
Profit/Loss for the year 6.54 1.53
Provision for Deferred Tax 3.88 12.45
Profit/Loss for the Year 6.54 (-)10.92
Earnings Per Share (EPS) 0.10 (-)0.17
There was a marginal decrease in the interest income during the
previous year due to decrease in loans given by the company. The
company has incurred a net loss of Rs. 25.28 lakhs on account of F & O
transactions. Your company has earned a Profit of Rs. 10.43 lakhs.
After providing Income Tax including deferred Tax, profit comes to Rs.
6.54 lakhs. NPA of the company have decreased by Rs. 1.91 Lakhs. During
the year no amount have been written off as bad debts.
DIVIDEND
Your directors regret their inability to recommend any dividend for the
year considering in adequate profits during the year.
DEPOSITS
Your Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made there under during the
year under review.
AUDITORS & AUDITORS' REPORT
The Auditors' Report given elsewhere in the annual report is self
explanatory and does not call any explanation from the Board. M/s. Jain
Doshi & Co. Chartered Accountants, auditor of the company hold office
until the conclusion of ensuing Annual General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars under Companies (Disclosure of particulars in the report of
Directors) Rules, 1988 on conservation of energy and technology
absorption are NIL.
PERSONNEL
The Company did not have any employee drawing salary in excess of limit
prescribed as such no particulars As required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.
ADDITIONAL INFORMATION
Part A and part B of the Particulars required to be furnished under the
companies (disclosure of particulars in the report of Board of
Directors) Rules, 1988 are Nil. There were no foreign exchange earning
and out go during the year.
DIRECTORS
During the year Mr. Gaurav Jain and Mrs Neelima Kasliwal, independent
directors of the company, have resigned from the office of the Board of
directors on 28th Feb., 2012 due to their own other occupation.
Your board acknowledge their contribution and co-operation extended
during their tenure.
Mr. Anup Kumar Shah independent directors of the company, have resigned
from the office of the Board of directors on 16th July, 2012 due to his
own other occupation.
Your board acknowledges his contribution and co-operation extended
during his tenure.
Mr. Pawan Dalmia, and Mr. Alok Todi, has been appointed as Additional
Directors of the company on 28/12/2012 as Independent director to feel
the vacancy caused by Mr. Gaurav jain and Mrs Neelima Kasliwal.
Mr. Pawan Kumar Dalmia, Independent Director is retiring director by
rotation and being eligible offer himself for re-appointment in ensuing
annual general meeting.
Mr. Pawan Dalmia, and Mr. Alok Todi, additional directors of the
company, being eligible offer themselves for re-appointment in ensuing
annual general meeting.
The company has received notice from the member for appointment of Mr.
Jai Prakash Gupta, as independent director, being eligible, offer
himself for the appointment in ensuing annual general meeting.
Your board recommends to appoint all the proposed appointments.
CORPORATE GOVERNANCE
Report on corporate governance as required under clause 49 of the
Listing Agreement entered into with the stock exchanges is given
separately. A certificate from the auditors of the company regarding
compliance of the conditions of corporate governance is also attached
with the report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956 your directors confirm that:
1. In the preparation of annual accounts, the accounting standards
issued by The Institute of Chartered Accountants of India and the
requirements of the Companies Act, 1956, to the extent applicable to
the company.
2. 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 affair of
the company at the end of the financial year 2011-12 and of the Loss of
the company for that period.
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
4. The directors have prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.
For and on behalf of the Board
Narendra Kumar Gangwal
Managing Director
Mumbai, Dated: 27/08/2012
Mar 31, 2010
The directors have pleasure in presenting the 18th Annual Report
together with the audited financial results for the period ended on
31st March, 2010.
FINANCIAL PERFORMANCE (Rs. in Lacs)
Particulars Year Ended Year Ended
31.03.2010 31.03.2009
Income 67.94 58.97
Loss before Taxation (6.50) (7.46)
Provision for Taxation
(Deferred Tax Assets) 1.81 0.17
Loss for the year (4.69) (7.63)
Provision for Deferred Tax
Assets(Prev. Years) 21.94 0.00
EPS (0.11) (0.11)
There was a increase in the interest income due to increase in advances
during the year. The company has incurred a net loss of Rs. 25.28 lakhs
on account of share transaction. Your company has incurred a loss of
Rs. 6.50 lakhs. After providing Fringe benefit Tax for previous year,
loss comes to Rs. 6.58 lakhs. During the year Deferred Tax assets have
been taken in books Rs. 23.83. NPA of the company have increased by Rs.
5.22 Lakhs. During the year no amount have been written off as bad
debts.
DIVIDEND
Your directors regret their inability to recommend any dividend for the
year considering loss during the year.
DEPOSITS
Your Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made there under during the
year under review.
AUDITORS & AUDITORS REPORT
The Auditors Report given elsewhere in the annual report is self
explanatory and does not call any explanation from the Board. M/s.
Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the
company hold office until the conclusion of ensuing Annual Genera]
Meeting and are recommended for reappointment.
LISTING & DEMATERIALISATION OF SHARES
Dematerialisation of Shares are pending for want of listing of
13,00,000 additional shares with the Bombay Stock Exchange Ltd. Mumbai
issued by the company in the year 2002-03. The stock exchange Mumbai
has raised matter of application of SEBI Takeover code for which legal
opinion has been sought from consultants and matter is under review.
Delisting process of shares from M.P. Stock Exchange, Indore and
Ahemdabad Stock Exchange is under progress.
CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars under Companies (Disclosure of particulars in the report of
Directors)Rules, 1988 on conservation of energy and technology
absorption are NIL.
PERSONNEL
The Company did not have any employee drawing salary in excess of limit
prescribed ,as such no particulars As required by provisions of Section
217 (2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975, as amended is furnished.
ADDITIONAL INFORMATION
Part A and part B of the Particulars required to be furnished under the
companies (disclosure of particulars in the report of Board of
Directors) Rules, 1988 are Nil There were no foreign exchange earning
and out go during the year.
DIRECTORS
Mrs. Neelima Kasliwal is retiring director by rotation and being
eligible offer herself for re-appointment. Your directors recommend for
the appointment.
Mr Pradeep Patni director is proposed to appoint as Whole Time Director
at a remuneration to be fixed in ensuing annual general meeting. Your
directors recommend for the appointment.
Remuneration of Mr. Narendra Kumar Gangwal is proposed to be fixed
w.e.f. 01.04.2010 in ensuing general meeting. Your directors recommend
for fixing remuneration.
CHANGE IN REGISTERED OFFICE
It may be recalled that resolution for shifting of Registered office of
the company from Madhya Pradesh to Maharashtra was passed Postal Ballot
on 03.01.2009 tc give effect of change in Memorandum of Association.
Your company had made petition under section 17 of Companies Act, 19S6
for sanction to company Law Board and same is being accepted by the
Company Law Board, Mumbai Bench vide dated 03/03/2010. Consequentially
change in MOA has been made and Certificate of change is received from
Registrar of Companies, Mumbai.
CORPORATE GOVERNANCE
Report on corporate governance as required under clause 49 of the
Listing Agreement entered into with the stock exchanges is given
separately. A certificate from the auditors of the company regarding
compliance of the conditions of corporate governance is also attached
with the report.
DIRCTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956 your directors confirm that:
1. In the preparation of annual accounts, the accounting standards
issued by The Institute of Chartered Accountants of India and the
requirements of the Companies Act, 1956, to the extent applicable to
the company.
2. The directors have selected such accounting polices 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 affair
of the company at die end of the financial year 2009-10 and of the Loss
of the company for that period.
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
4. The directors have prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation of the
co-operation and assistance received from the shareholders, bankers and
other business constituents during the year under review.
For and on behalf of the Board
Narendra Kumar Gangwal
Managing Director
Mumbai, Dated 21st August,2010
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