Mar 31, 2015
The Directors have pleasure in presenting the Annual Report with the
audited Accounts of your Company for the Financial Year ended 31st
March, 2015.
ACCOUNTS
The key figures in the results of the Financial Year ended 31st March,
2015 being as under :
(Rs. in Lakhs) (Rs. in Lakhs)
Financial Year Financial Year
2014-15 2013-14
Revenue from Operations 1255.11 855.50
Other Income 15.87 0.85
Provision for Diminution written
back in the value of Long
Term Investments 2991.92 1490.33
Expenses 1738.05 1427.21
Depreciation 1.89 0.65
Provision for Standard Assets
/ (Written Back) 9.38 (0.08)
Profit/(Loss) for the Year before tax 2513.58 918.90
Tax Expenses (0.11) (0.26)
Profit /(Loss) After Tax 2513.47 918.64
In view of the accumulated loss of the Company no dividend is
recommended for the Financial Year 2014-15 and no amount is carried to
any Reserve in respect of the period.
STATE OF AFFAIRS
The comparative study of the performance in respect of the Financial
Year under review with that of the previous Financial Year shows an
overall improvement of the Revenue from Operations by 46.71% due to
escalation in the Interest Income by 90.18 % and Dividend Income by
3.70%. Other income mainly represents rental income. Provision for
diminution in the value of long term investments written back has been
more than doubled on account of increase in the market price of the
Shares held by the Company on long term basis. The greater in total
expenses during the year is attributable to the higher interest expense
for higher borrowing necessitated by the business operations. Provision
for Standard Assets had to be created afresh due to the growth in the
Company's assets in terms of the short term loans extended and
interests receivables therefrom according to the applicable R B I
Notification. As a result, the profits before tax increased from
Rs.918.90 Lakhs to Rs.2513.58 Lakhs i.e., around 2.74 times of the last
year's figure. So also is the rate of growth in the Profit after Tax.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board informs with heavy heart that during the Financial Year under
review Mr. D. Khaitan left for his heavenly abode. The Board puts on
record its appreciation for His precious contributions and His
relentless guidance during His tenure as Director of the Company.
Since the last Report Mr. Amritanshu Khaitan son of Late D. Khaitan who
was the elder brother of Mr. Aditya Khaitan, has been appointed as an
Additional Director of the Company and he will hold office as such up
to the date of the forthcoming Annual General Meeting ('the AGM')
according to Section 161 of the Companies Act, 2013 ('the Act') read
with the Article 89 of the Articles of Association of the Company.
A notice in terms of Section 160 of the Act has been received from a
Member proposing his appointment as Director of the Company at the AGM.
Mr. R.S. Jhawarwill retire by rotation at the AGM and being eligible
offers himself for re-appointment.
Mr. S. R. Mundhra has been re-appointed Manager of the Company with
effect from 1st April, 2015 for the further period of three years
subject to the approval of the Members of the Company at the AGM.
The particulars of appointment / reappointment of Directors at the AGM
being given in the Notice convening the AGM.
STATEMENT BY INDEPENDENT DIRECTORS
Declarations regarding meeting the criteria of independence under
Section 149(6) of the Act have been received from Independent Directors
in terms of Section 149(7) of the Act.
EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return (Form MGT-9) in terms of Section 92(3)
of the Act read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014 is attached to this Report as Annexure
1which forms part of this Report.
BOARD METINGS
During the Financial Year under consideration four Meetings of he Board
of Directors were held.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state in terms of Section 134(5) of the Act that -
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed and there was no material
departures therefrom.
(b) The directors had 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 had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(d) There was no instance of fraud reporting by the Auditors under
Section143 (12) of the Act not to be given to the Central Government.
(e) The Directors had prepared the annual accounts on a going concern
basis.
(f) The existing internal financial controls laid down by the Directors
and followed by the Company are adequate and were operating
effectively.
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that same were adequate and
operating effectively.
REMUNERATION POLICY
The Remuneration Policy for Directors and Personnel in terms of Section
178 of the Act is given in Annexure-2 which forms part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company being an NBFC, Section 186 of the Act does not apply to
such transactions of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
No related party transaction in terms of Section 188 of the Act has
been entered into during the year under review. The particulars of the
ongoing contract is as per Form AOC-2 which is given in Annexure- 2A
which forms part of this Report.
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars as per Rule 8(3)of the Companies (Accounts) Rules, 2014 :
A. Conservation of energy : N.A.
B. Technology absorption : N.A.
C. Foreign Exchange earnings and outgo : Nil
RISK MANAGEMENT POLICY
The Risk Management Committee ('the Committee') of the Company
developed the Risk Management Policy for the Company's business ('the
Policy') which was approved by the Board. The Policy is monitor by the
Committee. Presently, in the opinion of the Board, there is no such
element of risk which may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY ('CSR') POLICY
Given the Company's limited infrastructure facilities (which it
actually shares with other Group Companies) the Board and the Corporate
Social Responsibility Committee of the Company approved a Policy to
collaborate with McLeod Russel India Limited as permitted by Rule 4(3)
of Companies (Corporate Social Responsibility Policy) Rules, 2014 in
respect of CSR Activities / Projects covered under Schedule -VII to the
Act.
However, at the recommendation of the CSR Committee the Board may
approve any project / activity covered under Schedule VII to the Act to
be undertaken by the Company independently - whenever the Company will
be in a position to execute / perform the same at its own or through
any trust / society / company .
COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Corporate Social Responsibility Committee of the Company consists of
Mr. T. R. Swaminathan (Chairman), Mr. R. S. Jhawar and Mr. K. K.
Baheti.
SPENDING ON CSR
No amount could be spent on CSR during the Financial Year 2014-15 as
the Company's average Net Profits of the three Financial Years
preceding the Financial Year 2014-15 is negative.
COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee of the Company has four Members, namely,Mr.T. R.
Swaminathan (Chairman), Mr. R. S. Jhawar, Mr. C. K. Pasari and Mr. J.
Hazarika.There has been no single instance of the Board not accepting
any recommendation of the Audit Committee during the year under review.
ANNUAL EVALUATION
The Independent Directors evaluated the non-Independent Directors and
vice versa against the set parameters as previously agreed by the Board
Members, on the basis of their individual performances in the Board and
Committees.
SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF
THE COMPANY
During the year under review, no significant and material order has
been passed by any Regulator or Court or Tribunal impacting the going
concern status of the Company and the Company's operations in future.
ESTABLISHMENT OF VIGIL MECHANISM
The Vigil Mechanism in terms of Section 177 of the Act has been
established by the Board at its Meeting held on 20th May, 2014 , which
is supervised by the Audit Committee.
MANAGEIAL REMUNERATION
Disclosures in respect of Managerial Remuneration in terms of Section
197(12) of the Act read with Rule 5 (1) [saving Rule 5(1)(vii)] of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are given in Annexure-3 which forms part of this Report.
MARKET CAPITALISATION AND PRICE EARNING RATIO ETC.
Disclosure under Rule 5(1)(vii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with Section
197(12) of the Act is given in Annexure-4 which forms part of this
Report.
EMPLOYEE PARTICULARS
No employee of the Company qualifies for any disclosure pursuant to
Rule 5(2) read with Rule 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as per Section
197(12) of the Act.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report is given in Annexure-5 in terms of Section
294(1) of the Act,which forms part of this Report.
DISCLOSURE UNDER CLAUSE 49 OF THE LISTING AGREEMENT
Additional disclosures under Clause 49 of the Listing Agreements with
the Stock Exchanges including Corporate Governance Report are given in
Annexure-6 which forms part of this Report.
AUDITORS
At the 41st Annual General Meeting of theCompany held on 19th
September, 2014 Messrs. V. Singhi & Associates, Chartered Accountants
were re-appointed the Auditors of the Company from theconclusion of
that Meting till the conclusion of the 44th Annual General Meeting i.e.
for the period of three consecutive years in accordance with Rule 6 of
the Companies (Audit and Auditors) Rules, 2014 read with Section 139 of
the Act. Continuation of their appointment as Auditors is subject to
ratification by the Members at the forthcoming Annual General Meeting
of the Company in terms of the said Section 139.
For and on behalf of the Board
Kolkata A. Khaitan
Date : 28th May, 2015 Chairman
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Annual Report with the
audited Accounts of your Company for the Financial Year ended 31st
March, 2014.
In accordance with the General Circular 08/2014 No. 1/19/2013-CL-V
dated 4th April, 2014 of the Ministry of Corporate Affairs,the
Financial Statements for the Financial Year 2013-14, the Auditors''
Report thereon and this Directors'' Report conform to the provisions of
the Companies Act, 1956.
ACCOUNTS
The results of the Financial Year ended 31st March, 2014 are
summarisedbelow :
Rs. Rs.
Financial Year Financial Year
2013 - 14 2012 - 13
Total Revenue 8,56,35,538 4,87,16,017
Total Expenses 14,27,20,817 9,36,16,923
Depreciation 64,706 63,020
Provision For Diminution in Value of
Non - Current Investments / (14,90,32,283) 5,29,20,689
(Written Back)
Provision for Standard Assets / (7,793) 15,187
(Written Back)
Profit/(Loss) for the Year 9,18,90,091 (9, 78,99,802)
Taxation 25,720 -
Profit After Tax 9,18,64,371 (9, 78,99,802)
In view of the accumulated loss of the Company no dividend is
recommended for the Financial Year 2013 - 14.
OPERATIONS
During the year under review the Company recorded a net profit of
Rs.9.18 crore as compared to the net loss of Rs.9.79 crore incurred in
the previous year. The turn around is attributable to the write back of
the Provision for Diminution in the Value of Non - Current Investments
as shown above. The improvement in the Stock Market during the year led
to the enhancement in the value of the Company''s investments in Shares.
The increase in the expenditure as compared to the last year has been
mainly due to the rise in the finance cost representing interest
expenses on the short term borrowings , i.e. ICDs and a moderate
elevation in the Employees'' Benefit Expenses.
DIRECTORS
According to Section 149 of the new Companies Act, 2013 (''the Act'') the
Company is required to have three Independent Directors under the
meaning of that Section. To comply with the Listing Agreements with the
Stock Exchanges the Company has four Independent Directors as defined
in the Listing Agreements, namely, Mr. T. R. Swaminathan, Mr. C.
K.Pasari, Mr. J. Hazarika and Mr. G. Saraf who also conform to the
meaning of Independent Director as given by Section 149 of the Act.
In accordance with Section 150 of the Act the appointments of the
aforementioned Independent Directors are required to be approved by the
Company at the forthcoming Annual General Meeting.
In terms of Section 149 of the Act, the Company should have one Woman
Director within one year of its coming into force i.e., within 31st
March, 2015. The Board will comply with the provision at the earliest
opportunity.
In terms of Section 152 of the Act Mr. A. Khaitan will retire by
rotation and being eligible, offers himself for re-appointment.
E-VOTING
In terms of Section 108 of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014 , the Members may
exercise their right to vote through electronic means (''e- voting'') in
respect of the Resolutions to be passed at the forthcoming Annual
General Meeting. The Notice convening the Meeting indicates the process
and manner of e-voting as given in the separate sheet attached thereto.
CORPORATE GOVERNANCE
A separate Report on Corporate Governance along with the Auditors''
Certificate on its compliance is attached.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 your Directors confirm and state that:-
* In the preparation of the Accounts the applicable Accounting
Standards had been followed with no material departure.
* The Directors had selected such accounting policies, applied them
consistently and made judgements 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 the end of the Financial Year and the Profit & Loss
Account of the Company for that period.
* The Directors had 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.
* The Directors had prepared the Annual Accounts on a going concern
basis.
AUDITORS :
Messrs. V. Singhi & Associates, Auditors will hold office till the
conclusion of the forthcoming Annual General Meeting of the Company and
being eligible signified their willingness to be reappointed. In terms
of Section 139 of the Companies Act, 2013 (''the Act''), the Company
being existing on or before the commencement of the Act, the Board
proposes to seek re-appointment of the Auditors from the conclusion of
the forthcoming Annual General Meeting, being the 41st Annual General
Meeting of the Company, till the conclusion of the 44th Annual General
Meeting i.e. for the period of three consecutive years in accordance
with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.
For and on behalf of the Board
Kolkata A. Khaitan
Date : 20th May, 2014 Chairman
Mar 31, 2013
The Directors have pleasure in presenting the Annual Report with the
audited Accounts of your Company for the Financial Year ended 31st
March, 2013.
ACCOUNTS
The results of the Financial Year ended 31st March, 2013 are summarised
below :
Financial
Year Financial
Year
2012-13 2011-12
(Rs.in Lakhs) (Rs.in Lakhs)
Total Revenue 487 510
Total Expenses 1466 5114
Profit/(Loss) for the Year (979) (4,604)
In view of the loss on operations no dividend is recommended for the
Financial Year 2012-13.
OPERATIONS
During the year under review the Company recorded a net loss of Rs.9.79
crore as compared to net loss of Rs.46.04 crore incurred in the
previous year. The substantial reduction of loss is attributable to
diminution in value of non-current investments of Rs.5.29 crore as
against Rs.42.61 crore made during the previous financial year in terms
of the applicable Accounting Standards. The finance cost however was
higher at Rs.8.79 crore as compared to Rs.7.86 crore incurred in the
earlier year.
A major part of the investments of the Company are held in the Group
Companies for strategic reasons on a long term basis. As such,
temporary fluctuations in the value of investments in the stock market
are not likely to affect the performance of the Company. However, the
Company had to make provisions for diminution in value of investments
following the applicable Accounting Standards. There may be reversal of
the provisions when the stock market becomes steady and/or the market
value of the investments held by the Company goes up.
DIRECTORS
Mr. R. S. Jhawar, Mr. K. K. Baheti and Mr. J. Hazarika retire by
rotation and being eligible offer themselves for reappointment.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditors''
Certificate on its compliance is attached.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 your Directors confirm and state that:-
- In the preparation of the Accounts the applicable Accounting
Standards had been followed along with along with proper explanation
relating to material departures, if any.
- The Directors had selected such accounting policies, 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 the end of the Financial Year and the Profit & Loss
Account of the Company for that period.
- The Directors had 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.
- The Directors had prepared the Annual Accounts on a going concern
basis.
COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS ) RULES, 1988
A. Conservation of energy : N.A.
B. Technology absorption : N.A.
C. Foreign Exchange earnings and outgo : Nil
AUDITORS :
Messrs. V. Singhi & Associates will hold office up to the conclusion of
the forthcoming Annual General Meeting of the Company and being
eligible signified their willingness to be reappointed.
For and on behalf of the Board
Kolkata A. Khaitan
Date : 24th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Annual Report with
the audited Accounts of your Company for the Financial Year ended 31st
March, 2012.
ACCOUNTS
The results of the Financial Year ended 31st March, 2012 are
summarised below :
Financial Year Financial Year
2011-12 2010-11
(Rs.in Lakhs) (Rs.in Lakhs)
Profit/(Loss) for the Year
before tax (4604) 80
Tax Expenses - Current Tax - 0.50
Profit/(Loss) after tax (4604) 79.50
In view of the loss on operations no dividend is recommended for the
Financial Year 2011-12.
OPERATIONS
During the year under review, the total revenue earned by the Company
has increased to Rs. 510 Lakhs as compared to Rs.416 Lakhs earned in
the previous year. The Company however incurred a higher loss of Rs.
4604 Lakhs primarily due to setting aside as provision for diminution
in the value of non-current investments to the tune of Rs. 4261 Lakhs
in terms of the applicable accounting standards. Increase in the cost
of finance, due to increase in the rate of interest on the existing
borrowings and fresh borrowings made during the year had also its
impact on the loss sustained by the Company.
However, the market values of some of the long term investments held by
the Company have already started appreciating during the current year.
The future performance of the investee companies and the money market
conditions will play a vital role to shape the Company's prospective
growth.
REGISTERED OFFICE
The Registered Office of the Company has been shifted with effect from
1st February, 2012 to Udayan, House No. 147, 2nd Floor, Ganeshguri, R.
G. Barua Road, Guwahati - 781005 for more operational convenience.
DIRECTORS
Mr. Deepak Khaitan, Mr. Chandra Kant Pasari and Mr. Govind Saraf retire
by rotation and being eligible offer themselves for reappointment
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditors'
Certificate on its compliance is attached.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 your Directors confirm and state that :-
- In the preparation of the Accounts the applicable Accounting
Standards had been followed along with along with proper explanation
relating to material departures, if any.
- The Directors had selected such accounting policies, applied them
consistently, 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 the end of the Financial Year and the Profit & Loss
Account of the Company for that period.
- The Directors had 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.
- The Directors had prepared the Annual Accounts on a going concern
basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
1. INDUSTRY STRUCTURE & DEVELOPMENT
The year 2011-12 was a year of unfulfilled expectations for the Indian
economy. There has been a slowdown in the economy visible in many
sectors primarily on account of falling exports due to European
economic crisis, high rate of interest caused by steep inflationary
trend and unprecedented high price of crude in the global market. Many
sectors including the finance and investment operations have been
adversely affected by both domestic and external factors. The cost of
funds being very high it was a difficult year not only for the
manufacturing units but also for the Companies operating in the
investment and the financial sector.
The unfavourable investment climate in the country coupled with
significantly low inflow of foreign investment kept the stock market
weak for the major part of the year. To increase liquidity RBI reduced
CRR in the recent past and also cut the Repo rate by 50 basis points,
however these measures are far below the requirement. In an effort to
maintain a balance between growth and inflation, RBI is seemingly more
concerned about high inflation than slow rate of growth. The financial
sector is eagerly waiting for the fall in inflation followed by the
rate cut which is likely to help the sector regaining its lost ground.
2. OPPORTUNITIES & THREATS, RISKS & CONCERNS AND BUSINESS OUTLOOK
Opportunities : The Company mainly invests in the Companies of the
Group to which it belongs, i.e. Williamson & Magor Group which has
presence in diversified areas of business, e.g., tea, battery,
infrastructure, engineering, etc. This widens the Company's scope of
profitable investments in varied fields.
Threats, Risks & Concern : The movements in the stock market greatly
influences the financial health of the Company as the Company has to
make provision, according to the applicable Accounting Standard. The
extraneous factors like the Reserve Bank of India's fiscal measures,
especially on the interest rates, etc. influence the Company's
performance and invariably generate risk on the Company's operations.
As the Company draws the major part of its revenue from the investments
in its Group Companies, the Company has to keep watch on their
performance. Presently, the prospects of Group Companies appear steady.
Business Outlook : The Company's investments are mainly strategic and
are of long term in nature. The performances of the investee companies
appear to present a satisfactory outlook.
3. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has sound Internal Control System ('the system') which
is in tune with its volume and line of operations. Internal Audit
Report on quarterly and monthly basis ensures effectiveness of the
system and its applications. The Audit Committee reviews the internal
operations with the Internal Auditors and lays down recommendations, as
necessary.
The Fair Practices Code, K Y C Norms, Risk Management Policy, Code of
Conduct for Directors and Senior Management Personnel adopted by the
Board of Directors play vital roles in the internal control in the
management of the Company.
4. HUMAN RESOURCES
There is no material development in the Human Resource front. The
Company presently has two employees.
5. COMPLIANCE (PARTICULARS OF EMPLOYEES) RULES, 1975
Particulars of employees in accordance with the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended to date do not apply as there is
no such employee qualifying for such disclosure.
COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
A. Conservation of energy : N.A.
B. Technology absorption : N.A.
C. Foreign Exchange earnings and outgo : Nil
AUDITORS :
Messrs. V. Singhi & Associates will hold office up to the conclusion of
the forthcoming Annual General Meeting of the Company and being
eligible signified their willingness to be reappointed.
For and on behalf of the Board
Kolkata A. Khaitan
Date : 28th May, 2012 Chairman
Mar 31, 2011
For the Financial Year ended 31st March, 2011
The Directors have pleasure in presenting the Annual Report with the
audited Accounts of your Company for the Financial Year ended 31st
March, 2011.
ACCOUNTS
The financial results are summarised below :
2010-11 2009-10
(Rs.) (Rs.)
Profit/(Loss) for the Year before 80,11,345 1,46,17,982
tax
Tax Expenses - Current Tax 50,000 Ã
Profit/(Loss) after tax 79,61,345 1,46,17,982
Profit/(Loss) brought from the
previous year (58,47,44,220) (59,93,62,202)
(Loss) carried to Balance Sheet (57,67,82,875) (58,47,44,220)
In view of accumulated loss no
dividend is recommended for the
Financial Year 2010-11.
OPERATIONS
Overall business conditions of the Company during the Financial Year
under review remained steady. The decrease shown in the Net Profit
figure from the prior YearÃs Rs. 146.11 Lakhs to the present Rs. 80.11
Lakhs is mainly attributable to the Provision for Diminution in the
Value of Long Term Investments of Rs. 185 Lakhs. In the prior Year Rs.
1 Crore had been written back on this Account. Some leasing business
assets which did not have any substantial value in the books were
disposed of as the Company had no significant activities in the leasing
business for long. So far as this business is concerned, the Board will
continue to consider suitable opportunities as will be available from
time to time and take steps accordingly.
DIRECTORS
Mr. Aditya Khaitan, Mr. T.R. Swaminathan and Mr. Rama Shankar Jhawar
retire by rotation and being eligible offer themselves for
re-appointment.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditors'
Certificate on its compliance is attached.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 your Directors confirm and state that :-
- In the preparation of the Accounts the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures, if any.
- The Directors had selected such accounting policies, applied them
consistently, made judgements 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 the end of the Financial Year and the Profit & Loss
Account of the Company for that period.
- The Directors had 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.
- The Directors had prepared the Annual Accounts on a going concern
basis.
COMPLIANCE (PARTICULARS OF EMPLOYEES) RULES, 1975
Particulars of employees in accordance with the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (
Particulars of Employees ) Rules, 1975 as amended to date do not apply
as there is no such employee qualifying for such disclosure.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
A. Conservation of energy N. A.
B. Technology absorption N. A.
C. Foreign exchange earnings
and outgo Nil
AUDITORS
Messrs. V. Singhi & Associates will hold office up to the conclusion of
the forthcoming Annual General Meeting of the Company and being
eligible signified their willingness to be re-appointed.
For and on behalf of the Board
A. Khaitan
Chairman
Kolkata
Date : 30th May, 2011
Mar 31, 2010
The Directors have pleasure in presenting the Annual Report with the
audited Accounts of your Company for the Financial Year ended 31st
March, 2010.
ACCOUNTS
The financial results of the Financial Year ended 31st March, 2010 are
summarised below :
2009-10 2008-09
(Rs.) (Rs.)
Profit/(Loss) for the Year before tax 1,46,17,982 (13,00,771)
Fringe Benefit tax - 15,000
Profit/(Loss) after tax 1,46,17,982 (13,15,771)
(Loss) brought from the previous year (59,93,62,202) (59,80,46,431)
(Loss) carried to Balance Sheet (58,47,44,220) (59,93,62,202)
In view of accumulated loss no dividend is recommended for the
Financial Year 2009-10.
OPERATIONS
Your Directors are pleased to report that in the year under review the
Company has been able to earn a net profit of Rs.146.18 lakhs against a
loss of Rs.13.01 lakhs suffered in the previous year. The improvement
in performance is attributed to increase in income, substantial
reduction in debts resulting in saving in interest costs and writing
back of the provision to the extent of Rs.1 crore made earlier for
diminution in the value of long term investments. The Company during
the year has recovered loans and advances to the tune of Rs.7.37
crores, a major part of which has been utilized in repayment of loans.
The positive impact of this will be felt more in the current year in
the form of substantial reduction in interest costs. With the revival
of the Indian economy after the deep financial crisis witnessed by the
major economies in the world, the capital market in India has gained
considerable strength resulting in substantial increase in the market
value of most of the shares held by your Company as long term
investment. This has enabled the Company to write back diminution of
the value of certain long term investments for which provisions were
made earlier in the Accounts. This has improved the financial
performance of the Company to a great extent during the year under
review.
DIRECTORS
Mr. K. K. Baheti and Mr. J. Hazarika retire at the forthcoming Annual
General Meeting of the Company and being eligible offer themselves for
re-appointment.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditors
Certificate on its compliance is attached.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 your Directors confirm and state that :-
- In the preparation of the Accounts for the Financial Year ended 31st
March, 2010 the applicable Accounting Standards had been followed along
with proper explanation relating to material departures, if any.
- The Directors had selected such accounting policies, applied them
consistently, made judgements 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 the end of the Financial Year and the Profit & Loss
Account of the Company for that period.
- The Directors had 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.
- The Directors had prepared the Annual Accounts on a going concern
basis.
AUDITORS REPORT :
Regarding the treatment of year-end diminution in the value of long
term investments, Note : 2 in Schedule 5 is self explanatory.
COMPLIANCE (PARTICULARS OF EMPLOYEES) RULES, 1975
Particulars of employees in accordance with the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (
Particulars of Employees ) Rules, 1975 do not apply as there is no such
employee qualifying for such disclosure.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
A. Conservation of energy : N. A.
B. Technology absorption : N. A.
C. Foreign exchange earnings
and outgo : Nil
AUDITORS
Messrs. V. Singhi & Associates will hold office up to the conclusion of
the forthcoming Annual General Meeting of the Company and being
eligible signified their willingness to be re-appointed.
For and on behalf of the Board
Kolkata A. Khaitan
Date : 14th May, 2010 Chairman