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CRB Share Custodian Services Ltd.

BSE: 530423 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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CRB Share Custodian Services Ltd. (CRBSHARECUST) - Director Report

Company director report

CRB SHARE CUSTODIAN SERVICES LIMITED ANNUAL REPORT 2008-2009 DIRECTOR'S REPORT Dear Members, We have pleasure in presenting our 25th Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2009 along with the Auditors' Report thereon. FINANCIAL RESULTS: PARTICULARS (Amount in Rs.) 2008-09 2009-10 Profit before taxation 180,053 264,995 Less: Provision for taxation 58,299 95,044 Profit after taxation 121,754 169,951 Add: Balance brought forward 39,297,946 39,127,995 Balance carried to Balance Sheet 39,419,700 39,297,946 DIVIDEND: In view of small profit, your Directors have not recommended any dividend for the financial year 31.03.2009 OPERATIONS: During the year under review, the Company has significant progress in respect of Advisory Services, Consultancy and Other existing line of business. The Company is also making efforts to increase the profitability in their business. DEPOSITS: Your Company. has not accepted any deposits within the meaning of Sec 58A of Act and rules made their under during the year. DIRECTORS: Mr. F.C. Bhansali ,Director of the Company, who retires by rotation and being eligible offers himself for reappointment. Presently, the Board does not have Executive Director due to extra ordinary incident occurred and grinding halt in tt;e business operation of the Company for the last some years. The Company is gradually restructuring its business operation. The Company will be appointing shortly Executive Director under the provisions of the Companies Act, 1956. AUDITORS: Mls. Mohindra Arora & Co., Chartered Accountants, Mumbai. hold office up to the conclusion of the ensuir Annual General Meeting and being eligible have offered themselves for re-appointment. AUDITORS COMMENTS, OBSERVATIONS AND QUALIFICATIONS: The Auditors Comments, Observations and Qualifications of the Accounts are self-explanatory. CORPORATE GOVERNANCE: A detailed Compliance Notes on Corporate Governance as required under the Provisions in the Listing Aggrement on the Stock Exchanges together with the Certificate of Statutory Auditors thereon is attached to this Report. MANAGEMENT DISCUSSIO?I AND ANALYSIS: Directors' Report gives sufficient details about the present status of the Company. PARTICULARS OF THE EMPLOYEES: The provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975 are not applicable to the company. DIRECTORS RESPONSIBILITY STATEMENT: (As per Section 217(2AA) of the Companies Act, 1956) The Directors confirm that: a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed; b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors have prepared the Annual Accounts on a going concern basis. Statement Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo as required under clause (E) of sub- section (1) of Section 217 of the Companies act, 1956 Your company being in the Consultancy services, no report is necessary of Conservation of Energy and Technology Absorption. Your company had no foreign exchange earnings and no out go during the period under review ACKNOWLEDGEMENT: Your Directors wish to place on record their appreciation for the Co- operation and support extended by all the agencies to your Company, it all levels. By Order of he Board For CRB Share Custodian Services Limited Director Place: Kolkata Date : 21st August, 2009 CRS SHARE CUSTODIAN SERVICES LIMITED ANNUAL REPORT 2008-2009 REPORT ON CORPORATE GOVERNANCE Company's Philosophy: The Board has adopted the principles of good Corporate Governance in line with the requirements of the Corporate practices enumerated in clause 49 of the listing agreement entered into by the Company with the stock Exchanges. The Company aims to achieve great transparency by making adequate disclosure: Your Company has implemented the mandatory requirements regarding corporate governance as mentioned In clause 49 of listing agreements as under: Composition of Board of Directors: The Board of Directors of the Company consists of Non-Executive/Independent Directors namely Mr. F.C. Bhansall, Mr. B.L. Jain, and Mr. C.R. Bhansali. The Non Executive/ Non Executive Independent Director with their diverse knowledge, experience and expertise bring In their independent judgment in the deliberation and decisions of the Board. None of the Directors of the Company is a member in more than 10 committee or Chairman of more than 5 committee across all companies in which he Is a Director.The Company held at least one meeting of Board of Directors in every three months and maximum time gap between any two meetings was not more than four months. During the year 2008-2009 five Board Meetings were held on 27.04.2008, 30.07.2008, 29.08.2008, 29.10.2008 and 28.01.2009. The attendance of the Directors at the Board Meetings, Annual General Meetings as also number of Directorship in Indian Public Limited Companies and Membership of the Committees of the Boards of such Companies are as follows: Name of Director A B C D E F Mr. F.C. Bhansali Yes 5 Non-Executive 2 - 1 Mr. C.R. Bhansali Yes 5 Non-Executive 4 - - Mr. B.L Jain No 2 Non-Executive 2 1 1 Ind A = Attendance at Last AGM B = No. of Board Meeting Attended C = Category of Director D = Other Directorships E = Other Board's Committees - Chairman F = Other Board's Committees - Member Committees of the Board: Audit Committee: The Audit Committee consists of Non- executive/ Non-executive Independent directors. Mr. B.L.Jain has been elected as a Chairman of the Audit Committee. The Audit committee of the Board exercises the power and discharges functions stipulated in clause 49 of the listing agreement with the Stock Exchanges under section 292A of the Companies Act, 1956. During the year 2008 - 2009 the Audit committee met four times. The functions of the Audit Committee include: * Reviewing the Company's Quarterly, Half Yearly and yearly Financial Results. * Overseeing of the Company's Financial Reporting Process and the disclosure of its Financial Information to ensure that the financial statements are correct and sufficient. * Reviewing the Audit Plans and Findings of the Statutory Auditors and recommends to the Board for its approval Composition of the Committee: Name Of Director Executive/Non No. of Meetings held Executive/Independent during the period Held Attended Mr. F.C. Bhansali Non-Executive 4 2 Mr. C.R. Bhansali Non-Executive 4 4 Mr. B.L. Jain Non-Executive independent 4 4 Shareholders Grievances Committee: The Board of Directors of the Company constituted the Shareholders Grievances Committee comprising of Mr. F.C. Bhansah, Mr. B.L. Jain and Mr. C.R. 8hansali. The Committee has been elected Mr. C.R. Bhansaf as a Chairman of the Committee. The Board of Directors of the Company has been resolved the queries received from the shareholders and other concerns matters with in stipulated period. General Body Meeting: The last Annual General Meeting was held at its Registered Office as per details given below: Year Date Day Time 2007 - 2008 25.09.2008 Thursday 3.00 P.M. 2006 - 2007 28.09.2007 Friday 3.00 P.M. 2005 - 2006 29.09.2006 Friday 3.00 P.M. No special Resolution was put through postal ballot last year nor is it proposed to put any special resolution to vote through postal ballot. Share Transfer System: The total equity shares of the Company are in physical form and its share lodged for transfer at the registered office of the Company and approved by share transfer cum share holders grievance Committee. Hence, The Company will be making application with NSDL and CDSL for dematerialized of the shares and appoint Registrar of transfer Agent for looking after the shares in both physical form & demat form. General Shareholders Information: A) Date, time & venue of the Annual General Meeting of Shareholders: Tuesday, 29th September 2009 at 3.30 P.M. at Suite No. 411 - A, 5th Floor, Jhilmil Chambers, P - 44, Rabindra Sarani, Kolkata - 700 001. B) Particulars of Financial Calendar: First Quarter Results - 30 days from end of quarter Second Quarter Results - 30 days from end of quarter Third Quarter Results - 30 days from end of quarter Financial Year Results - During June / July C) Dates of Book Closure - 23.09.2009 to 29.09.2009 D) Listing on Stock Exchanges: i) Bombay Stock Exchange Ltd., Mumbai, ii) The Calcutta Stock Exchange Association Ltd., iii) The Company has already been paid only Annual listing fees up to 2005 - 2006 to BSE but the Company has not been paid the dues for payment of Annual Listing fees to CSE since 1997. The trading in the Shares of the Company is still suspended by the Stock Exchanges. No confirmation received from BSE/CSE towards the payment of listing fees. E) Stock Exchange Codes: N.A., Since the trading the shares of the Company is suspended. F) Demat Arrangement with NSDL and CDSL The application is under process for registration with NSDL and CDSL G) Market price data of shares traded, High / Low of Market Price of Company's Share: N.A. since the trading in shares of the Company remained suspended. Distribution of Shareholdings: Categories of Shareholders as on 31.03.2009: Category No. of No. of Shares % of Equty Shareholders Capital Promoters 34 4142500 69.03 Other Bodies Corporate 14 1713140 28.55 Individual/Others 991 145360 2.42 Total 1039 6001000 100.00 Distribution of Shareholdings as on 31.03.2009 No. Of Equity No. of % of No. of Shares % of Shares Share held Shareholders Shareholders Upto - 500 963 92.69 102100 1.70 501 - 1000 24 2.31 22780 0.38 1001 - 2000 1 0.10 2000 0.03 2001 - 3000 1 0.10 2500 0.04 3001 - 4000 1 0.10 3500 0.06 4001 - 5000 3 0.29 15000 0.25 5001 - 10,000 3 0.29 16000 0.27 10001 and above 43 4.14 5837120 97.27 Total 1039 100.00 6001000 100.00 Declaration on compliance of the Company's code of conduct As provided under clause 49 of the listing agreement with the Stock Exchange, all Board members and Senior Management personnel have affirmed compliance with code of conduct as applicable to them for the financial year ended 31st March 2009. By Order of the Board For CRB Share Custodian Services Limited Director Place: Mumbai Date : 30th July, 2009 AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE To The members of CRB Share Custodian Services Limited Kolkata We have examined the compliance of conditions of Corporate Governance by CRB Share Custodian Services limited for the year ended 31st March 2009, as stipulated in Clause No.49 of the listing agreement of the said company with stock exchange(s). The Compliance of conditions of Corporate Governance Is the responsibility of the management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to review procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion of the financial statements of the Company. We state that based on information given by the management of the Company, the share transfer register, members register and other records has been maintaining by the Company. We certify that the Company has complied with the conditions of Corporate Governance as stipulated in clause 49 of the above-mentioned listing agreement On the basis of our review and according to the information and explanations and given to us, we state that in respect of investor grievances received during the year ended 31st March 2009, no investor grievances are received/pending against the Company. We further state that such compliance is neither as assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Mohindra Arora & Co. (Chartered Accountants) (A.K. Katial). Partner FCA No 09096 Place: Mumbai Date : 30th July, 2009

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