AEONIAN INVESTMENTS COMPANY LIMITED
ANNUAL REPORT 2011-2012
Your Directors have pleasure in presenting the Thirty first Annual Report
together with the Audited Statement of Accounts for the year ended 31st
Financial Highlights: (Rs. in Lakhs)
Particulars 2011-2012 2010-2011
Income From Operations 250.10 194.94
Profit On Sale Of Investments 248.35 186.85
Total Revenue 498.45 381.79
Profit Before Depreciation And Tax 467.88 188.11
Less : Depreciation 31.89 35.41
Profit Before Tax 435.99 152.70
Less : Provisions For Tax
Income Tax 54.00 5.00
Wealth Tax 7.00 7.00
Profit After Tax 374.99 140.70
Add: Balance Brought Forward
From Previous Year 4889.43 5010.32
Add/Less : Short Provisions Written Off - 6.55
Profit Available For Appropriation 5264.42 5157.57
Proposed Dividend 192.00 192.00
Tax On Proposed Dividend 31.15 31.15
Transfer To General Reserve 38.00 15.00
Transfer To Reserve Fund In Terms
Of Section 45 Ic(1) Of R.B.I Act, 76.00 30.00
Balance Carried Forward To Balance Sheet 4927.27 4889.43
Management Discussion and Analysis
Industry Structure and Development
Aeonian Investments Company Ltd. is an Investment Company investing in
shares, both quoted and unquoted and in units of Mutual Funds. The industry
structure relevant to the Company's operations is mainly concerned with the
capital market. The Company handles its investments in the capital market
through a reputed portfolio manager.
Indian economy is adversely affected by persistent inflation over the last
few years. The rising incomes propped the purchasing power of the
population, driving consumption demand in sectors, where supply lagged
particularly, in food-grain and non food-grain commodities, Sharp increase
in international prices of fuels also contributed to inflationary pressure.
The Government has been going very slow on various reforms, expected by
large investors and market. Market participants were particularly concerned
about subsidies-fertilizer, food and fuel; falling rupee against dollar;
unreported corruptions; widening current account and fiscal deficits. Net
Buys by the Foreign Institutional investors have been declining during the
year as compared to these of the earlier years. Economic situations in Euro
Zone countries and other priced the Capital Market towards losses.
Total Revenue increased from Rs. 381.79 Lakhs to Rs. 498.45 Lakhs during
the year under consideration. Profit before depreciation and tax increased
from Rs. 188.11 Lakhs in the financial year 2010-11 to Rs. 467.88 Lakhs
in the year under review.
The Profit after Tax: The Company's Profit after tax increased to Rs.
374.99 Lakhs during the year under review as compared to Rs. 140.70 Lakhs
in the previous year.
Reserves and Surplus as at 31st March, 2012 stand at Rs. 8931.77 Lakhs.
The net worth of your Company at the year end stands at Rs. 78.22 crores
which translates to a book value of Rs. 163 per share.
The Company's investment portfolio managed by Portfolio Managers, M/s. Enam
Securities Private Limited continues to be in equity shares of growth-
oriented companies that are capable of withstanding the adverse impact of
the slow down in the economy.
Outlook for the Company is linked to Capital Market. The Portfolio Manager
managing Company's investment in equity market believes that Company's
Investments in the equity shares of various companies would reasonably
perform in the ensuing years.
Risk and Concerns
As mentioned earlier, Company's performance is closely linked to the Indian
Capital Market and consequently to the risks associated with market
operations. The value of the company's investments may be affected by
factors affecting capital markets such as price and volume volatility,
interest rates, currency exchange rates, foreign investment, government
policy changes, political and economic developments, crude oil prices and
economic performance abroad; etc.
A large part of the Company's investments are under the discretionary
management of the reputed portfolio manager. The Company is however exposed
to risks associated with the management of its portfolio by the manager.
The primary segment of the company's business is 'investment in the capital
Internal Control Systems and Adequacy
An adequate system of internal control is in place which mandates
maintaining proper accounting records and their periodical verification, by
the Management and the Statutory Auditors.
(The statement in this report, including the Management's Discussion and
Analysis Report, reflects the company's projections, estimates,
expectations and predictions and contains a forward looking statement that
involves risk and uncertainty. The company undertakes no obligation to
publicly update or revise any forward looking statements, whether as a
result of new information, future events or otherwise. Actual results,
performances of achievements could differ materially from those expressed
or implied in such forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak only of
the expectations as on the date.)
The Directors are pleased to recommend a dividend of Rs. 4/- (200%) per
Equity Share (Previous year Rs. 4/- (200%) per Equity Share) for the
financial year ended 31st March 2012. Outgo on account of payment of the
dividend will absorb Rs. 223.15 Lakhs including Dividend Distribution Tax
payable by the Company.
In accordance with the provisions of Section 45 IC (1) of the Reserve Bank
of India Act, 1934, a sum of Rs. 76.00 lakhs being 20% of the profits for
the year is transferred to Reserve Fund. Further an amount of Rs. 38.00
Lakhs has been transferred to General Reserve. The remaining balance of
Rs. 4927.27 Lakhs has been carried forward.
In accordance with the Articles of Association of the Company, Smt Priti A
Choksey and Shri Dhiren P Mehta, Directors of the Company, retire by
rotation and being eligible, offer themselves for re - appointment. The
Directors recommend their re-appointment.
The Board of Directors in their meeting held on 26th March, 2012 have
appointed Shri Vispi R. Patel as additional director of your Company. He
will retire at the close of the ensuing Annual General Meeting and being
eligible, offer himself for reappointment. Shri Vispi R. Patel is a
Bachelor of Commerce from Mumbai University and has done Master of Business
Administration (MBA) and has vast experience in the various spheres of the
Management. The Board is of the view that your Company will benefit by his
Directors' Responsibilities Statement
The Directors confirm
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that they have selected such accounting polices and 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 at the end of the financial year and of the profit of the Company
for that period;
c) that they 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;
d) that they have prepared the annual accounts on a going concern basis.
Information pursuant to the Non-Banking Financial Companies acceptance of
Public Deposits (Reserve Bank) Directions, 1999.
The Company has not accepted any deposits during the year under review.
Particulars of Employees
The Company has no employee covered under Section 217(2AA) of the Companies
The shares of the Company are listed on Bombay Stock Exchange Limited,
Mumbai and the applicable listing fees have been paid till date. The
Company has complied with the requirements of the Listing Agreement entered
into with the said Stock Exchange.
Conservation of Energy & Technology Absorption
Being an investment company, the Company has no manufacturing activities.
Foreign Exchange Earnings and outgo
During the year there were no foreign exchange earnings and outgo.
The Company's Auditors M/s. Ravi A. Shah & Associates, Chartered
Accountants, Mumbai, retire at the conclusion of the ensuing Annual General
Meeting of the Company and are eligible for re-appointment.
The Directors recommend their re-appointment.
Your Company is committed to practice the principles of good Corporate
Governance. Necessary measures are taken to comply with the requirements of
revised clause 49 of the Listing Agreement entered into with the Bombay
Stock Exchange Limited.
The report on Corporate Governance is enclosed and form part of the
Certificate from the Company's Auditors dated May 11, 2012 regarding
compliance of the conditions of Corporate Governance as stipulated in
Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange
Ltd is annexed to this Report.
Secretarial Compliance Certificate
In accordance with the provisions of Section 383A of the Companies Act,
1956, a certificate from M/s. Manish Ghia & Associates, Practising Company
Secretaries, certifying the status on compliance with respect to the
applicable provisions of the Companies Act, 1956, is annexed and forms part
of this Report.
Your Directors take on record their sincere thanks for the valuable
services rendered by the portfolio managers, stock brokers and other
For and on behalf of the Board of Directors
Mumbai, 11th May, 2012.
[See Rule 3]
Authorised Share Capital : Rs. 1,00,00,000/-
Corporate Identity Number: L65990MH1981PLC024860
Aeonian Investments Company Limited
N.K. Mehta International House, 178,
Backbay Reclamation, Babubhai M.
Chinai Marg, Mumbai - 400 020
We have examined the registers, records, books and papers of M/s. Aeonian
Investments Company Limited (the Company) asrequiredtobemaintainedunder the
Companies Act, 1956 (the Act) and the rules made there under and also the
provisions contained in the Memorandum and Articles of Association of the
Company, for the financial year ended on 31st March 2012 (financial year).
In our opinion and according to the examination carried out by us and
explanations furnished to us by the Company, its officers and agents, and
to the best of our knowledge and belief, we certify that in respect of the
aforesaid financial year:
1. The Company has kept and maintained the registers as stated in Annexure
'A' to this certificate, as per the provisions of the Act and the rules
made thereunder and entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure
'B' to this certificate, with the Registrar of Companies, Maharashtra,
Mumbai, within time prescribed under the Companies Act, 1956 and the rules
made there under. The Company has not filed any documents with the Regional
Director, Central Government, Company Law Board or any other authorities
under the Act.
3. The Company being a Public Limited Company, has the paid upcapital of
Rs. 96,00,000/- (Rupees Ninety Six Lacs only) as on 31st March 2012 and the
restrictive provisions of Section 3(1) (iii) of the Act are not applicable.
4. The Board of Directors duly met 5 (Five) times respectively on 10th May
2011, 25th July 2011, 24th October 2011, 30th January 2012 and 26th March
2012 and as per information and explanation given by the management, proper
notices were given and the proceedings were properly recorded and signed,
including the circular resolutions passed, in the Minutes Book maintained
for the purpose.
5. The Company closed its Register of Members from 19th July 2011 to 26th
July 2011 (both days inclusive) and necessary compliance of Section 154 of
the Act has been made.
6. The Annual General Meeting for the financial year ended on 31st March
2011 was held on 26th July 2011 and as per information and explanation
given by the management, the Company has given adequate notice to the
members of the Company and the resolutions passed thereat were duly
recorded in the Minutes Book maintained for the purpose.
7. No Extra - Ordinary General Meeting was held during the financial year.
8. The Company has not advanced any loan to its Directors and/or persons or
firms or companies referred in the section 295 of the companies Act 1956.
9. The Company has not entered into any contracts falling within the
purview of Section 297 of the Act in respect of contracts specified in that
10. The Company has made necessary entries in the register maintained under
Section 301 of the Act.
11. As there were no instances falling within the purview of Section 314 of
the Act, the Company has not obtained any approvals from the Board of
Directors, members or Central Government.
12. The duly constituted Investors Grievance Committee of Directors has
approved the issue of duplicate share certificates.
13. The Company:
(i) has delivered all the share certificates on lodgement thereof for
transfer / transmission or any other purpose in accordance with the
provisions of the Act. The Company has not made any allotment of shares
during the financial year.
(ii) has deposited the amount of dividend declared at the Annual General
Meeting held on 26th July 2011 into a separate Bank account on 26th July
2011 which was within five days from the date of declaration of such
(iii) has posted warrants for dividends to all members within a period of
30 (thirty) days from the date of declaration in respect of dividend
declared at the Annual general Meeting held on 26th July 2011 and that all
unclaimed / unpaid dividend has been transferred to Un-paid dividend
Account of the Company with Kotak Mahindra Bank, Mumbai.
(iv) pursuant to the provisions of section 205C of the Companies Act, 1956,
unclaimed dividend pertaining to the financial year ended on 31st March
2004 which remained unclaimed or unpaid for a period of seven years, have
been transferred to the Investor Education and Protection Fund.
(v) has duly complied with the requirements of section 217 of the Act.
14. The Board of Directors of the Company is duly constituted. The Company
has appointed Mr. Vispi Patel as an Additional Director w.e.f. 26.03.2012
and appointment of directors retiring by rotation was duly made during the
15. The Company has not appointed any Managing Director / Whole-time
Director / Manager during the financial year.
16. The Company has not appointed any sole selling agent during the
17. The Company was not required to obtain any approvals of the Central
Government, Company Law Board, Regional Director, Registrar or such other
authorities as prescribed under the various provisions of the Act during
the financial year.
18. The Directors have disclosed their interest in other firms / Companies
to the Board of Directors pursuant to the provisions of the Act and the
rules made thereunder.
19. The Company has not issued any shares or other securities during the
20. The Company has not bought back any shares during the financial year.
21. There was no redemption of preference shares or debentures during the
22. There were no transactions necessitating the Company to keep in
abeyance the rights to dividend, rights shares & bonus shares pending
23. The Company has not invited / accepted any deposits including any
unsecured loans during the financial year which is falling within the
purview of section 58A read with the Companies (Acceptance of Deposit)
Rules, 1975 / the applicable directions issued by the Reserve Bank of
India/ any other authorities.
24. The Company has not made any borrowings during the financial year.
25. The principal business of the Company being acquisition and investment
in shares, stock, debentures or other securities, the provisions of Section
372A of the Companies Act, 1956, are not applicable to the Company.
26. The Company has not altered the provisions of the Memorandum with
respect to situation of the Company's registered office from one State to
another during the financial year.
27. The Company has not altered the provisions of the Memorandum with
respect to the objects of the Company during the financial year.
28. The Company has not altered the provisions of the Memorandum with
respect to name of the Company during the financial year.
29. The Company has not altered the provisions of the Memorandum with
respect to share capital of the Company during the financial year.
30. The Company has not altered its Articles of Association during the
31. There were no prosecution initiated against or show cause notices
received by the Company and no fines or penalties or any other punishment
was imposed on the Company during the financial year, for offences under
32. The Company has not received any money as security from its employees
during the financial year.
33. The provisions of section 418 of the Companies Act, 1956 are not
applicable since the Company has no employees.
For MANISH GHIA & ASSOCIATES
Place: Mumbai Manish L. Ghia
Date : 11th May 2012 Partner
M. No. FCS 6252
C. P. No. 3531
Registers Maintained by M/s. Aeonian Investments Company Limited
1) Register of Members under section 150 of the Companies Act, 1956.
2) Index of Members under section 151 of the Companies Act, 1956.
3) Register of Share Transfers/transmission.
4) Register and Returns under section 163 of the Companies Act, 1956
(including copies of all annual returns prepared under Section 159 &
Section 160 of the Companies Act, 1956).
5) Register of Directors under Section 303 of the Companies Act, 1956.
6) Register of Contracts and Disclosure of Directors Interest under section
301 of the Companies Act, 1956.
7) Register of Directors shareholdings under section 307 of the Companies
8) Minutes Book of the Meetings of Board of Directors and General Meetings
under Section 193 of the Companies Act, 1956.
9) Register of Directors Attendance.
10) Register of Shareholders'/Proxy Attendance.
11) Register of Renewal, Split, Consolidation and Duplicate Share
Forms and Returns filed by M/s. Aeonian Investments Company Limited during
the financial year ended on 31st March 2011:
A) With the Registrar of Companies, Maharashtra, Mumbai
E-form Relevant Description Date of A B
No. Section filing
1-INV 205C Particulars of Transfer of 12.07.2011 Yes N.A.
Unclaimed Dividend of
Rs.78,000/- pertaining to
financial year 2003-04 to the
Investor Education and
66 383A Compliance Certificate under 28.07.2011 Yes N.A.
Section 383A of the Companies
Act, 1956 for the year ended
on 31st March 2011.
23AC/ 220 (1) Schedule - VI (Annual Accounts) 16.08.2011 Yes N.A.
ACA for the financial year ended
31st March 2011.
20B 159 (1) Schedule - V (Annual Return) as 13.09.2011 Yes N.A.
on the date of Annual General
Meeting i.e. 26th July 2011.
32 303 (2) Appointment of Mr. Vispi Patel 27.03.2012 Yes N.A.
as an Additional Director w.e.f.
A = Whether filed within prescribed time Yes/No
B = If delay in filing whether requisite additional fee paid Yes/No
B) With the Office of the Regional Director, Western Region
C) With the Office of the Ministry of Corporate Affairs (Central
Government) at Delhi
D) With any other Authorities as prescribed under the Act.