Mar 31, 2015
Dear Members,
Your directors have pleasure in presenting the Twenty Fourth Annual
Report of the Company for the year ended 31st March, 2015.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March
2015 is summarized as under:
(Amount in Rupees)
S. PARTICULARS 31-03-2015 31-03-2014
NO.
1. Total Sales/Income 5808704 25339122
2. Net profit/(Loss) before
depreciation & tax (1894229) 1373526
3. Depreciation 0 82724
4. Net Profit/(Loss) before Taxation (1894229) 1456250
5. Provision for tax (incl. deferred taxes) 645000 449993
6. Net Profit/(Loss) after tax for the
period from Continuing Operation (A) (2539229) 1006257
8. Profit Before Tax for the period
from Discontinuing Operation - 293521
9. Tax Expenses of Discontinuing
Operation - 90700
10. Net Profit/(Loss) after tax for the
period from Discontinuing Operation (B) - 202821
11. Profit/(Loss) for the period (A B) (2539229) 1209078
12. Balance brought forward 1505421 296342
13. Balance carried forward (1033808) 1505421
REVIEW OF OPERATIONS
As you all know that your Company has two major line of business:
/Finance and Capital Market including Securities Trading, Funding and
Financial Services.
Your Company has yet to achieve a comforting position in business
during the year, and is reviewing its prospects vis-a-vis the current
economic scenario specially in the financial sector.
Your Company hopes to do better in future. Your Company is working out
the future strategy accordingly.
Pursuant to the Scheme of Arrangement (the Scheme), duly sanctioned by
the Hon'ble High Court at Bombay at the hearing held on 10th July,
2015, with effect from the appointed date i.e. 1st April, 2014, the
"Education Division" of the Company engaged in the business of
Education & Publication, together with all its assets, liabilities etc
stands transferred as a going concern by way of demerger to Vantage
Knowledge Academy Ltd. Upon filing of the certified copy of the Court
Order with the Registrar of Companies on 31st July, 2015, the Scheme
has become affective on and from the said date. Accordingly the effect
of the same has been given at the time of preparation of these
financial statements. In terms of the Scheme upon transfer to Vantage
Knowledge Academy Ltd., the difference Rs. 3,34,23,318/- (Previous Year
Rs. Nil) between the total assets of Rs. 3,77,32,570/- and total
liabilities of Rs. 43,09,252/- (Previous Year Rs. Nil) of the Education
Division as on the appointed date has been adjusted to the extent
opening balance of security premium account and profit & loss account
and balance Rs. 94,09,715/- shown as Demerger Reconstruction Account
(Debit Balance) under 'Reserves and Surplus' in the books of the
Company. Further, in terms of the Scheme, the Consideration for
transfer of Education Division amounting to Rs. 3,34,23,318/-being the
book value of the net assets of the said Division as on the appointed
date will be settled by Vantage Knowledge Academy Ltd. by issuing
33,07,500 Equity Shares of Rs. 10/- each fully paid up to the share
holders of the Company.
DIVIDEND
Your board does not recommend any dividends on equity shares for the
year.
DEPOSITS
The Company has not invite any deposits from the public within the
provisions of Chapter V of the Companies Act, 2013 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of Deposits) Rules, 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board comprises of efficient and able directors who have vast
experience in this line of business. Mr. Rajesh Dedhia retires at the
ensuing Annual General Meeting by rotation and being eligible, offers
himself for re-appointment as Director.
Mr. Ravindra Narsayya Pembarthi and Mr. Harakhchand S. Gala have
resigned as a director of the company with effect from 27th August,
2014. The Board places on record its appreciation for the contribution
made by Mr. Ravindra Narsayya Pembarthi and Mr. Harakhchand S. Gala
during their tenure as Director.
Mr. Mukesh Kalyanjibhai Shah, Mr. Dipesh Kiritkumar Rambhia And Mr.
Darshan Manharlal Jajal appointed as a additional director dated 27th
August 2014 and regularised as a Director in the twenty third Annual
General Meeting held on 30th September 2014
Mrs. Neeta Rajesh Dedhia appointed as a Managing Director of the
company effective from the board meeting held on dated 30th March 2015
subject to the approval of shareholders in the Annual General Meeting.
The brief details of all members of Board are annexed to this report.
The following persons are Directors and Key Managerial Personnel of the
Company
1. Mrs. Neeta Rajesh Dedhia - Managing Director
2. Mr. Rajesh Dedhia - Director, Chief Financial Officer
& Compliance Officer
3. Mr. Darshan Manharlal Jajal - Director
4. Mr. Dipesh Kiritkumar Rambhia - Director
5. Mr. Mukesh Kalyanjibhai Shah - Director
Remuneration and other details of Key Managerial Personnel for the year
ended 31st March, 2015 are stated in the extract of the Annual Return.
Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your
Directors state that:
* In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
* 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 the loss for the year ended on
that date;
* The directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting fraud and other irregularities;
* The directors have prepared the annual accounts on a going concern
basis:
* 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;
* The Directors had deviced proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating efficiently.
Policy on Sexual Harassment of Women at Work Place
Pursuant to provisions of Sexual Harassment of women at work place
(Prosecution, Prohibition and Redressal) Act, 2013 and rules made there
under, Company has adopted a policy with effect from 14th February,
2015.
Particulars of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished here under.
SN Particulars Disclosure
1. Conservation of Energy The company continued to accord
and Power consumption priority to conservation of energy
and is continuing its efforts to
utilise energy more efficiently.
2. Technology Absorption and The company has not absorbed any
research & development technology nor any work Research &
Development has been carried out.
3. Foreign Exch. - Earnings Nil
Outgo Nil
Particulars of Employees
There are no employees of the category specified in under Section 197
read with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Auditors and Audit Report
M/s. J K Shah & Co., Chartered Accountants, (FRN: 109606W) who are the
Statutory Auditor of the Company; hold the office until the conclusion
of the ensuring Annual General Meeting. It is proposed to re-appoint
them to examine and audit the accounts of the Company for three years
to hold the office from the conclusion of this AGM till the conclusion
of the Twenty Eighth Annual General Meeting subject to ratification of
their appointment at every Annual General Meeting. The Company has
received the Certificate under Section 139(1) of the Companies Act,
2013 read with Companies (Audit and Auditors), Rules, 2014 from the
Auditor.
The observations in the Auditors' Report have been dealt with in the
relevant Notes to Accounts, which are self-explanatory
Auditors Observations/Comments
The director's report, corporate governance report, Secretarial audit
report, management discussion analysis have addressed most of the
issues and observations and the comments of the Auditors are
self-explanatory. The management was actively pursuing the issue of
non- compliances as disclosed in the Audit Report under Auditors
Observations and in the Secretarial Audit Report under Form No MR-3.
Clarification of directors on Auditors Comments on Auditors Observation
u/s 164(2)(a) of Companies Act 2013 as regards One director Mr. Rajesh
Dedhia is given in the Directors Report. As regards the secretarial
auditors observations as prescribed in the Form No. MR 3 (Annexure B)
the management of the Company is in the process of rationalizing the
issues.
Audit Committee
The Composition of Audit Committee was changed from time to time. The
present composition of Audit Committee consists of the following
members:
Mr. Mukesh Kalyanjibhai Shah - Chairman
Mr. Darshan Manharlal Jajal - Member
Mr. Dipesh Kiritkumar Rambhia - Member
The above composition of the Audit Committee consists of all the
independent Directors. The Company has established a vigil mechanism to
oversee through the committee, the genuine concerns expressed by the
employees and other Directors. The Company has also provided adequate
safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the
Chairman of the Audit Committee on reporting issues concerning the
interests of the company employees and the Company. The more details of
the Audit Committee are stated under Corporate Governance Report.
Stakeholders Relationship Committee
The Share Transfer Committee constituted was renamed as The Share
Transfer and Investors Grievances Committee. To comply with the
requirements of the Companies Act, 2013 and the listing agreement with
the Stock Exchanges, the name of the Committee was further changed to
Stakeholders Relationship Committee.
The Composition of Committee is as under:
Mr. Mukesh Kalyanjibhai Shah - Chairman
Mr. Darshan Manharlal Jajal - Member
Mr. Dipesh Kiritkumar Rambhia - Member
Remuneration Committee
Pursuant to the provisions of Section 178 of the Companies Act, 2013
read with Companies (Meetings of Board and its Powers) Rules, 2014
framed there under, every listed company and prescribed class of
companies, shall constitute Remuneration Committee (RC) of the Board
consisting of 3 or more non - executive directors out of which not less
than / shall be independent director.
The Composition of RC was changed from time to time.
The present composition of RC consists of the following members:
Mr. Mukesh Kalyanjibhai Shah - Chairman
Mr. Darshan Manharlal Jajal - Member
The above composition of the Nomination and Remuneration Committee
consists of all the independent Directors. The Remuneration Committee
have formulated a policy as prescribed under the Act which, interalia,
includes criteria for determining qualification, positive attributes
and independence of a director and recommended to the Board for
adoption of the Policy. The Policy also covers recommendation to the
Board on the remuneration to the Board of Independent Directors, Key
Managerial Personnel and other employees.
Corporate Social Responsibility Committee
The Company is not required to constitute a Corporate Social
Responsibility Committee due to non fulfillment of any of the
conditions pursuant to section 135 of the Companies Act, 2013.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT 9 is annexed herewith as Annexure A.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, M/s Kushla Rawat & Associates, Company
Secretaries in Whole-time practice (ACS no. 33413, C P No.12566), was
appointed to conduct Secretarial Audit for the year ended 31st March,
2015.
M/s Kushla Rawat & Associates, Practising Company Secretaries has
submitted Report on the Secretarial Audit which is attached as Annexure
B and forms a part of this report. There are some Qualifications or
observations or remarks made by the Secretarial Auditor in the Report.
Company's Policy Relating to Directors Appointment, Payment of
Remuneration and Discharge of Their Duties
The Company has a Policy relating to appointment of Directors, payment
of Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 and under the
provisions of Listing Agreement.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well as
the evaluation of the working of its Audit, Nomination and Remuneration
and Compliance Committees, which covers various aspects of the Board's
functioning such as adequacy of the composition of the Board and its
Committees, Board Culture, execution and performance of specific duties,
obligations and governance. The performance evaluation of the
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent Directors
was carried out by the Independent Directors who also reviewed the
performance of the Secretarial Department. The Directors expressed their
satisfaction with the evaluation process.
Related Party Transactions
All the related party that were entered into during the financial year
were on an arm's length basis and were in the ordinary course of
business. All Related Party Transactions are placed before the Audit
Committee and Board for approval. The details of Related Party
Transactions are provided in the note no. 25 in the accompanying
financial statements.
Corporate Governance
The Company believes that Corporate Governance is a way of business
life rather than legal compulsion. Your Directors re-affirm their
commitment to the Corporate Governance standards prescribed by
Securities and Exchange Board of India (SEBI) codified as Clause 49 of
the Listing Agreement with Stock Exchanges. Corporate Governance Report
as well as Corporate Governance compliance certificate by Secretarial
Auditors is set out in separate Annexure C to this report. Management
Discussion Analysis Report forms a part of Directors Report and marked
as Annexure D.
Number of Board Meetings Conducted During the Year under Review
The Company had 6 (Six) Board meetings during the financial year under
review. The details of the Board meetings and the attendance of the
Directors are provided in the Corporate Governance Report.
Investor Services
As the members are aware, your company's shares are tradable
compulsorily in electronic form with effect from and your company has
established connectivity with both the depositories viz. National
Securities Depository Ltd. (NSDL) and Central Depository Services
(India) Ltd. (CDSL). In view of the numerous advantages offered by the
Depository system, members are requested to avail of the facility of
de-materialization of Company's shares on either of the Depositories as
aforesaid.
Wholly Owned Subsidiary
Company does not have any wholly owned subsidiary company.
Human Resources
Your Company considers people as one of the most valuable resources. It
believes in the theme that success of any organization depends upon the
engagement and motivation level of employees. All employees are
committed to their work and proactively participate in their area of
operations. The Company's HR philosophy is to motivate and create an
efficient work force as manpower is a vital resource contributing
towards development and achievement of organisational excellence.
Internal Controls
The Company has an adequate system of internal checks on its day to day
affairs, which acts as a internal control system commensurate with its
size and the nature of its business.
The internal controls system of the Company are monitored and evaluated
and reviewed by Management and Audit Committee of the Board of
Directors. Auditor's observations in confirmation to policy in force
has also been received.
Statement Concerning Development and Implementation of Risk Management
Policy of the Company.
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. Business Risk
Evaluation and Management is an ongoing process within the Organization.
The Company has a robust risk management framework to identify, monitor
and minimize risk as also identify business opportunities.
The objectives and scope of the Risk Management Committee broadly
comprises:
* Oversight of risk management performed by the executive management;
* Reviewing the Risk Management Policy and Framework in line with Local
legal requirements and SEBI guidelines
* Reviewing risks and evaluate treatment including initiating
mitigation actions and ownership as per a pre-defined cycles.
* Defining framework for identification, assessment, monitoring,
mitigation and reporting of risk.
Within its overall scope as aforesaid, the Committee shall review risk
trends, exposure, potential impact analysis and mitigation plan.
The Risk management committee was constituted as on 14.02.2015
Acknowledgements
The Board wishes to place on record their appreciation for the sincere
efforts of the Director, employees and the co-operation extended by the
Bankers, Shareholders, clients & associates for their continue support
towards the conduct of the Company.
For Vantage Corporate Services Limited
Sd/-
(Neeta Rajesh Dedhia)
Managing Director DIN:00969568
Address: 37, 5th Floor, Dhan Bhuvan No. 1,
CHS. 5, Gazdar Street, Chira Bazar,
J. S. S. Road, Mumbai, 400002.
Mumbai, 29th August, 2015
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting the Twenty Third Annual
Report of the Company for the year ended 31st March, 2014.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March
2014 is summarized as under:
(Amount in Rupees)
S. PARTICULARS 31-03-2014 31-03-2013
NO.
1. Total Sales/Income 2,83,93,220 71,86,780
2. Net profit/(Loss) before
depreciation & tax 19,15,220 (1,04,097)
3. Depreciation 1,65,448 1,61,901
4. Net Profit/(Loss) before Taxation 17,49,772 (2,65,998)
5. Provision for tax (incl.
deferred taxes) 5,40,693 1,04,426
6. Net Profit/(Loss) after tax 12,08,936 (3,70,424)
7. Appropriations - -
8. Balance brought forward 2,96,342 6,66,766
9. Balance carried forward 15,05,421 2,96,342
REVIEW OF OPERATIONS
As you all know that your Company has two major line of business:
1. Finance and Capital Market including Securities Trading, Funding
and Financial Services and Education Segment which includes Training
and Publication etc.
Your Company has yet to achieve a comforting position in business
during the year, and is reviewing its prospects vis-a-vis the current
economic scenario specially in the financial sector.
The Management continues to pursue its efforts to improve its
efficiencies and its performance in the coming year through increase in
turnover, improve education and training market.
2. Education, Training and Publishing activity.
A division of your company, which was started earlier, which provides
education and training of financial education in India, is excelling in
its field.
The Company has become Authorized Education Provider / Study Centre of:
(1) . Sikkim Manipal University (SMU) - Offering BBA and MBA.
(2) . Mahatma Gandhi University (MGU) - Offering B.Com, BA, MA, BBA
and MBA.
(3) . American Academy of Financial Management India Private Limited
(AAFM India) - CWM.
(4) . Financial Planning Standards Board India (FPSB India) - CFPcm
(5) . Vskills Certifications - Vocational Courses
The Company has also sign agreement with the leading Colleges in Mumbai
to offer the above certification program to their students.
In Publication division, the company has developed study materials for
the programs it offered.
Your Company hopes to do better in future. Your Company is working out
the future strategy accordingly.
DIVIDEND
Your board does not recommend any dividends on equity shares for the
year.
FIXED DEPOSITS
The Company has not invited any deposits from the public within the
meaning of sections 58A of the Companies Act, 1956 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of deposits) Rules, 1975.
CORPORATE GOVERNANCE
As required by Clause 49 of the listing agreement, Corporate Governance
Report and Management Discussion Analysis Report is attached to this
report. Certificate of the Auditors regarding compliance of the
conditions of the Corporate Governance as stipulated in Clause 49 of
the Listing Agreement of the Stock Exchange is also attached.
DIRECTORATE
Your Board comprises of efficient and able directors who have vast
experience in this line of business.
Mr. Rajesh Dedhia, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
Mr. Mukesh Kalyanjibhai Shah, Mr. Dipesh Kiritkumar Rambhia, Mr.
Darshan Manharlal Jalal were appointed as an Additional independent
Director of the company with effect from 27th August, 2014 and holds
office upto the date of the forthcoming Annual General Meeting. As per
the provisions of Section 149 and other applicable provisions, if any,
if the companies Act, 2013, Mr. Mr. Mukesh Kalyanjibhai Shah, Mr.
Dipesh Kiritkumar Rambhia, Mr. Darshan Manharlal Jalal are proposed to
be appointed as Independent director of the company for a period of
five years commencing from 30th September, 2014.
Mr. Ravindra Narsayya Pembarthi and Mr. H. S. Gala have resigned as a
director of the company with effect from 27th August, 2014. The Board
places on record its appreciation for the contribution made by Mr. Mr.
Ravindra Narsayya Pembarthi and Mr. H.S.Gala during their tenure as
Director.
All the appointment and resignation of the Directors of the company are
in compliance with the provisions of the Companies Act.
Your approvals for their appointment as Directors have been sought in
the Notice convening the annual General Meeting of the company.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 2l7(2AA) OF THE
ACT
The directors hereby confirm that-
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
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 affairs
of the Company as at 31st March, 2014 and of the profit for the year
ended on that date;
3. the directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of 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.
PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars with respect to conservation of Energy, Technology
absorption and foreign exchange earning & outgo pursuant to section
217(i)(e) read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1986 and under section 217(2A) read
with Companies (Particulars of Employees) Rules, 1975, of the Act is
set out here under.
S. PARTICULARS DISCLOSURE
NO.
1. Conservation of Energy Being a finance company, these
and Power consumption provisions are not applicable but the
Company has nevertheless continued
to accord priority to conservation of
energy and is continuing its efforts
to utilize energy more efficiently.
2. Technology Absorption Being a finance company, these
and Research & Development provisions are not applicable. The
company has not absorbed any
technology or any research &
development work has been carried
out.
3. Foreign Exch. - Earnings Nil
Outgo Nil
4. Particulars of Employees There are no employees of the
category specified under section
217(2A).
AUDITORS
M/s. Manoj Mehta & Company, Chartered Accountants retires as Auditors
of the Company at the ensuing Annual General Meeting and has expressed
their inability to continue due to other pre occupations.
Your company has discussion with M/s. J K Shah & Co., Chartered
Accountant, and they had expressed their willingness and eligibility to
be appointed as Auditor of the company.
Your directors recommends the appointment of M/s. J K Shah & Co.,
Chartered Accountants, as Auditor in place of retiring Auditor, M/s.
Manoj Mehta & Company, Chartered Accountants, to hold the office from
the conclusion of ensuing Annual General Meeting to the conclusion of
Twenty Fourth Annual General Meeting.
AUDITORS COMMENTS
The director''s report, corporate governance and mda have addressed most
of the issues and observations and the comments of the Auditors are
self-explanatory. As regards the auditors observation under section
274(1) (g) of the Act as regards one director Mr. R. C. Dedhia, the
management of the Company is in the process of rationalising the issue.
ACKNOWLEDGEMENTS
The Board wishes to place on record their appreciation for the sincere
efforts of the employees and the co-operation extended by the Bankers,
Shareholders, clients & associates for there continue support towards
the conduct of the Company.
BY THE ORDER OF THE BOARD
For VANTAGE CORPROATE SERVICES LIMITED
Sd/-
(Mrs. Neeta Rajesh Dedhia)
Director
DIN:00969568
Address: E-2/307, Bharat Nagar,
Grant Road, Mumbai- 400007.
Mumbai, 27th August, 2014
Mar 31, 2010
The directors have pleasure in presenting the Eighteenth Annual Report
of the Company for the year ended 31st March, 2010.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March
2010 is summarized as under:
S.
NO. PARTICULARS 31-03-2010 31-03-2009
1. Total Sales/Income 47330157 8480611
2. Net profit before depreciation & tax 740484 113906
3. Depreciation 60928 40045
4. Net Profit before Taxation 679556 73861
5. Provision for tax (incl. deferred taxes) 224612 6357
6. Net Profit after tax 454944 80218
7. Appropriations 80569 0
8. Balance brought forward 1014553 1094770
9. Balance carried forward 640178 1014552
REVIEW OF OPERATIONS
Your Company has two major line of business
1. Investment and Financial Services.
Your Company has achieved a modest level of business during the year
and is reviewing its prospects vis-a-vis the current economic scenario
specially in the financial sector.
2. Education & Training activity.
Your Company has started a division, which provides education and
training of financial education in India.
Your Company has become an Authorized training provider for CFP
(CERTIFIED FINANCIAL PLANNERcm) in India and is approved by the
Financial Planning Standards Board India (FPSB).
Financial Planning Standards Board India (FPSB) is promoted by 49
Financial Services Company and Financial Institutes of India.
Your Company hopes to do better in future. Your Company is working out
the future strategy accordingly.
DIVIDEND
Your board does not recommend any dividends on equity shares for the
year.
FIXED DEPOSITS
The Company has not invited any deposits from the public within the
meaning of sections 58A of the Companies Act, 1956 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of deposits) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE ACT
The directors hereby confirm that-
- in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
- 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 3 1s March, 2010 and the profit & loss account for
the year ended on that date;
- the directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting fraud and other irregularities;
- the directors have prepared the annual accounts on a going concern
basis.
DIRECTORATE
Your Board comprises of efficient and able directors who have vast
experience in this line of business. During the year Ms. Neeta Dedhia -
Director of the Company retires by rotation at the ensuing Annual
General Meeting and being eligible, offers her for re-appointment.
All the appointment of the Directors of the company are in compliance
with the provisions of the Companies Act.
As pointed out in point 2 (e) of the Auditors report, Mr. Rajesh C.
Dedhia is pursuing the matter of regularising the pending legal
formalities in other companies where he is a director.
PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO
Particulars with respect to conservation of Energy, Technology
absorption and foreign exchange earning & outgo pursuant to section
217(i)(e) read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1986 and under section 217(2A)
S.
NO. PARTICULARS DISCLOSURE
1. Conservation of Energy and Being a finance company, these
provisions are not
Power consumption applicable but the Company has
nevertheless continued to accord
priorit y to conservation of energy
and is continuing Its efforts to
utilize energy more efficiently.
2. Technology Absorption and Being a finance company, these
provisions are not
Research & Development applicable. The company has not
absorbed any technology or any
research & development work has
been carried out.
3. Foreign Exch. - Earnings Nil
Outgo Nil
4. Particulars of Employees There are no employees of the
category specified under section
217(2A).
AUDITORS
The current Auditors M/s Manoj Mehta & Co., Chartered Accountants,
retire at the Conclusion of the ensuing annual general meeting and
being preoccupied with is professional duties, as expressed his
inability to continue as Auditors of the Company and there for has
informed the Company not to reappoint his firm as Auditors for the
ensuing year. None of the Directors of the Company are interested in
passing of the said Resolution.
ACKNOWLEDGMENTS
The Board wishes to place on record their appreciation for the sincere
efforts of the employees and the co-operation extended by the Bankers,
Shareholders, clients & associates for there continue support towards
the conduct of the Company. The Board also places on record their
appreciation for Auditors M/s Manoj Mehta & Company for there valuable
services offered to the Company.
On behalf of the board
Mumbai, 30th June, 2010 Chr. & Mg. Director