To the Members
Your Directors have pleasure in presenting the Twenty First Annual Report and theAudited Statement of Accounts of the Company for the financial year ended 31st March 2014.
The financial results for the year ended 31st March 2014 are as under:
| || ||(Rs. in Lacs) |
|Particulars ||2013-14 ||2012-13 |
|Total Revenue (Gross) ||82.91 ||75.45 |
|Profit before Depreciation ||67.89 ||67.60 |
|Less: Depreciation ||0.07 ||0.07 |
|Profit Before Tax ||67.82 ||67.53 |
|Less: Provision for Taxation ||20.96 ||20.87 |
|Profit After Taxation ||46.86 ||46.66 |
|Less: Provision against Standard Assets ||1.55 ||1.41 |
|Less: Transferred to Reserve Fund-45 IC ||9.37 ||9.33 |
|Add: Balance brought forward ||131.81 ||95.89 |
|Balance Carried to Balance Sheet ||167.75 ||131.81 |
During the financial year 2013-14 the company has carried only business of financingactivity. In respect of its financing activities the total interest income (gross) forthe year was Rs. 82.91 lacs as against Rs. 75.45 lacs for the previous year. During thefinancial year 2013-14 the company has not carried any activity of dealing in shares andderivatives. The company has not carried out any investment activity during the year.Further the company does not have any borrowed funds and therefore had no interestexpenses. Depreciation for the year was Rs. 7296/-. The profit before tax for the year isRs. 67.82 lacs as against Rs. 67.53 lacs for the previous year. Provision for the currentincome tax amounted to Rs. 20.96 lacs. The net profit after tax for the current year isRs. 46.86 lacs as against Rs. 46.66 lacs for the previous year. An amount of Rs. 9.37 lacshas been transferred to the reserve fund account and Rs. 1.55 lacs to the provisionagainst standard assets account as mandated for the NBFCs. The resultant credit balanceafter appropriations for the year is Rs. 35.94 lacs and after considering the broughtforward balance of Rs. 131.81 lacs the total credit balance of the profit and lossaccount at Rs. 167.75 lacs is carried to the Balance Sheet as at 31st March 2014.
Directors do not propose any dividend in view of moderate profits for the financialyear ended on 31st March 2014.
In accordance with the provisions of the Companies Act 1956 and the Article ofAssociation of the Company Mr. Jagdishbhai K. Bodra and Mr. Kautilbhai P. PatelDirectors of the Company retire by rotation at the conclusion of the ensuing AnnualGeneral Meeting and are eligible for re-appointment.
The Auditors M/S Pankaj P. Sanghavi and Co. hold office until the conclusion of theensuing Annual General Meeting and are recommended for re-appointment.
The Ministry of Company Affairs has notified the provisions of section 139 of theCompanies Act 2013 for appointment of Auditors which effective from April 2014.Pursuant to section 139(2) of the Companies Act 2013 and the rules made thereunder nolisted company shall appoint or re-appoint an audit firm as auditor for more than twoterms of 5 consecutive years. Further the aforesaid appointment is subject toratification by the Members of the Company at every AGM.
The Period of ten years (two terms of 5 years each) has to be calculated from the dateof appointment of the auditors. Further the proviso to said section 139(2) stipulatesthat every company existing on or before the commencement of the Companies Act 2013 hasto comply with the requirements of this section within 3 years from the date ofcommencement of the Act. M/S Pankaj P. Sanghavi and Co. has served for 3 years. Pursuantto Section 139(2) of the Companies Act 2013 the Audit Committee and the Board ofDirectors of the company have recommended their appointment for a period of one year i.e.from the conclusion of 21st AGM till the conclusion of 22nd AGM subject to the approval ofMembers in the AGM of the Company. M/S Pankaj P. Sanghavi and Co. have confirmed thattheir re-appointment if made will comply with the eligibility criteria in terms ofSection 141 (3) of the Companies Act 2013.
Observations made in the Auditors' Report for the financial year 2013-14 areself-explanatory and therefore do not call for any further comments under section 217(3)of the Companies Act 1956.
Pursuant to the provisions of Section 58A of the Companies Act 1956 the Company hasnot accepted any deposits from the public during the financial year 2013-14 and that thereis no outstanding balance of such public deposits as at 31st March 2014.
PARTICULARS OF EMPLOYEES
During the year no employee of the Company received a salary of more than Rs.60.00lacs per annum or Rs.5.00 lacs per month. Accordingly no particulars of employees are tobe given pursuant to the provisions of Section 217(2A) of the Companies Act 1956.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[pursuant to section 217 (1) (e) of the Companies Act 1956 read with the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988] Duringthe year the Company has not carried any activity in relation to conservation of energyor technology absorption and therefore particulars with respect thereto is - NIL.
There were no foreign exchange earnings or outgo during the financial year 2013-14.
The Company has obtained Compliance Certificate for the financial year 2013-14 inaccordance with the provisions of Section 383A of the Companies Act 1956 read with Rule3(2) of the Companies (Compliance Certificate) Rules 2001. A copy of the ComplianceCertificate dated May 30 2014 issued by M/s. Dayanand Sharma & Associates PracticingCompany Secretaries is annexed hereto and forms part of this Report.
As required under Clause 49 of the Listing Agreement a report on Corporate Governancealong with the Auditors' certificate thereon is annexed hereto and forms part of thisReport.
MANAGEMENT DISCUSSION AND ANALYSIS
During the financial year 2013-14 the Company has increased its profitability byfocusing more on the financing activities with the available resources. During the yearthe Company has not carried on its business of dealing in shares and derivatives and anyinvestment activity. The management has initiated discussions for growth and restructuringof the business of the company but the same is still at very preliminary stage. Howeverthe Company will continue to share with its members details of any other businessopportunities as and when the same are taken up for such discussions.
The existing business of the company is being expanded within the available resourceswhich may eventually improve the profitability and consequently the values for thestakeholders.
The Company's liquidity and capital resources are sufficient to meet its expectedworking capital requirements for the ongoing business during the current year.
The Company has internal control systems which are adequate with respect to the levelof present activities.
The financial performance of the Company is directly correlated to the operationalperformance of the Company in view of its nature of business. The financial performance ofthe Company has been moderate this year as it earned reasonable profit for the year.
The Company believes in developing human resources and maintaining cordial relationswith all its shareholders clients staff and other agencies with whom it needs to deal.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956 theDirectors based on the information and representations received from the managementconfirm that:
(i) In preparation of the accounts for the financial year ended 31st March 2014 theapplicable accounting standards have been followed;
(ii) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2014 and of theStatement of Profit and Loss Account for the year ended on 31st March 2014;
(iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; and
(iv) The annual accounts have been prepared on a going concern basis.
The Board of Directors wish to place on record their sincere appreciation andacknowledge with gratitude the support and co-operation extended by the shareholdersclients and bankers and look forward to their continued support.
| ||By Order and on behalf of the Board |
| ||Jagdishbhai K. Bodra |
|Place: Mumbai || |
|Date: May 30 2014 || |