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Asia Capital Ltd.

BSE: 538777 Sector: Financials
NSE: N.A. ISIN Code: INE131Q01011
BSE 05:30 | 01 Jan Asia Capital Ltd
NSE 05:30 | 01 Jan Asia Capital Ltd

Asia Capital Ltd. (ASIACAPITAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty Nineth Annual Report togetherwith the Audited Statement of Accounts of the Company for the year ended 31STMarch 2013.

1. FINANCIAL RESULTS

Particulars Amount in Rupees
31-03-2013 31-03-2012
Incomes 1454601 281974
Expenses 1341260 255514
Profit for the year 113341 26460
Provision for Income Tax 35004 5042
Deferred Tax 20 22
Profit after tax 70162 26439
Profit B/F previous year 710936 679147
Balance carried to balance sheet 776948 710936

2. DIVIDEND

Your Directors don’t recommend any dividend to strengthen the financial positionof the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act 1956 and the Company’sArticles of Association Mr. Surendra Kumar Jain Director of the Company retire byrotation at the conclusion of 29 TH Annual General Meeting of the Company andbeing eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates Chartered Accountantsretire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS’ REPORT

The observations made by the Auditors in their reports and notes to the account areself-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal PracticingCompany Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarialrecords and to provide a compliance certificate which is attached to the Directors’Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of theCompanies Act 1956.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO

Information Pursuant to provisions of section 217 (1) (e) of the Companies Act 1956read with the Companies (Disclosure of particulars in the report of board of Directors)Rules 1988 is set below:-

a) Conservation of Energy N.A.
b) Foreign Exchange Earnings Nil
c) Foreign Exchange Outgo Nil
d) Technology Absorption N.A.

9. PERSONNEL

There has been no person in Company’s employment during the year ended 31STMarch 2013 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act 1956read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956 withrespect to Directors Responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31STMarch 2013 the applicable accounting standards have been followed along with properexplanation relating to material discrepancies if any:

ii) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) that the Directors have prepared the accounts for the financial year ended 31STMarch 2013 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for theco-operations and faith extended by the shareholders and bankers of the Company withoutwhich it would have been difficult to achieve the Company’s Goals. Finally we owe ourdebt of gratitude to all our shareholders and banker for their continuous support to theCompany.

Place: Delhi-110 034 By order of the Board of Directors
Dated: 25TH June 2013 Deepak Kumar Jain
Chairman & Managing Director

COMPLIANCE CERTIFICATE

Registration Number of the Company U65993DL1983PLC016453

Nominal Capital Rs. 100 Lacs

To

The Members

ASIA CAPITAL LIMITED

100 Vaishali Pitampura

Delhi–110 034

We have examined the registers records books and papers of Asia Capital Limited asrequired to be maintained under the Companies Act 1956 and the rules made there under andalso the provisions contained in the Memorandum and Articles of Association of the Companyfor the financial year ended on 31ST March 2013. In our opinion and to the bestof our information and according to the examinations carried out by us and explanationsfurnished to us by the Company its officers and agents. We certify that in respect of theaforesaid financial year:-

1. The Company has kept and maintained all registers as stated in"Annexure-A" to this certificate as per the provisions and the rules madethereunder and all 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 Regional Director CentralGovernment Company Law Board or other authorities within the time prescribed under theAct and the rules made thereunder.

3. The Company being a Public Limited Company comments are not required.

4. The Board of Directors duly met 5 times on 4TH May 2012 28THJune 2012 25TH August 2012 26TH December 2012 and 28THMarch 2013 in respect of which proper notices of meetings were given and the proceedingswere properly recorded and signed including the circular resolutions passed in the MinutesBook maintained for the purpose.

5. The Company was not required to close its register of member during the financialyear.

6. The Annual General Meeting for the financial year ended on 31ST March2012 was held on 28TH September 2012 after giving due notice to the members ofthe Company and the resolutions passed thereat were duly recorded in Minutes Bookmaintained for the purpose.

7. No Extra-Ordinary General meeting (s) was held during the financial year.

8. The Company has not advanced any loans to its directors or persons or firms orcompanies referred to under Section 295 of the Act.

9. The Company has entered into contracts falling within the purview of Section 297 ofthe Act and complied with the provisions of the Act.

10. The Company has made necessary entries in the register maintained under section 301of the Act.

11. There were no instances falling with in the purview of section 314 of the Act.

12. The Company has not issued any duplicate share certificates during the financialyear.

13. i) During the year there were no case of transfer/transmission any equity sharesfor the Company.

ii) The Company has not deposited any amount in a separate Bank Account as no dividendwas declared during the financial year.

iii) The Company was not required to post warrants to any members of the Company as nodividend was declared during the financial year.

iv) The Company was not required to transfer the amounts in unpaid dividend accountapplication money due for refund matured deposits matured debentures and the interestaccrued thereon which have remained unclaimed or unpaid for a period of seven years toInvestor Education and Protection Fund;

v) The Company has complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no appointmentof director additional directors and alternate directors.

15. The Company has not appointed Managing Director during the financial year.

16. The Company has not appointed any sole-selling agents during the financial year.

17. The Company was not required to obtain any approvals of the Central GovernmentCompany Law Board Regional Director Registrar and/or such authorities prescribed underthe various provisions of the Act during the financial year.

18. The directors have disclosed their interest in other firms/companies to the Boardof Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company has not issued any shares debentures or other securities during thefinancial year.

20. The Company has not bought back any shares during the financial year.

21. There was no redemption of preference shares/debentures during the financial year.

22. There were no transactions necessitating the Company to keep in abeyance the rightsto dividend rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted any deposits including any unsecured loanfalling within the purview of Section 58A during the financial year.

24. The Company has not borrowed any amount from directors members public financialInstitutions and banks and others during the financial year ending 31ST March2013.

25. The Company has made loans and investments or given guarantees or providedsecurities to other bodies corporate in compliance with the provisions of the Act and hasmade necessary entries in the register kept for the purpose.

26. The Company has not altered the memorandum with respect to situation of thecompany’s registered office from one State to another during the year.

27. The Company has not altered the memorandum with respect to the objects of theCompany during the year.

28. The Company has not altered the memorandum with respect to name of the Companyduring the year.

29. The Company has not altered the memorandum with respect to share capital of theCompany during the year.

30. The Company has not altered its articles of association during the financial year.

31. As per information given to us Company has not received any notices for allegedoffences under the Act also no fines and penalties or any other punishment was imposed onthe Company during the financial year.

32. The Companies has not received any money as security from its employees during thefinancial year.

33. The Company has not deducted any contribution towards Provident Fund pursuant tosection 418 of the Companies Act 1956 during the financial year.

For Tulika Agarwal & Associates

Company Secretaries

Tulika Agarwal

Proprietor

C.P. No. 6337

F.C.S. No. 6420

Place: New Delhi-110 024

Date: 25-06-2013

"ANNEXURE–A"

REGISTER AS MAINTAINED BY THE COMPANY

STATUTORY REGISTERS

1. Register of Members under Section 150 including Index thereof.

2. Copies of Annual Return filed u/s 163.

3. Minutes of General Meetings and Board Meetings u/s 193.

4. Books of Account u/s 209.

5. Register of Contracts companies and firms in which Directors are interested u/s301.

6. Register of Director Managing Director Manager and Secretary u/s 303.

7. Register of Director’s Shareholding u/s 307.

8. Register of Director’s Attendance.

9. Register of Charges u/s 143.

10. Register of Fixed Assets.

11. Register of documents sealed.

12. Register of Transfer of shares.

13. Register of Loans & Investments or given guarantees or provided securities toother bodies corporate u/s 372A.

14. Register of Investments u/s 49.

For Tulika Agarwal & Associates

Company Secretaries

Tulika Agarwal

Proprietor

C.P. No. 6337

F.C.S. No. 6420

Place: New Delhi-110 024

Date: 25-06-2013

"ANNEXURE–B"

Forms and Returns as filed by the Company with the Registrar of Companies RegionalDirector Central Government and other Authorities during the financial year endingon 31ST March 2013.

Sl. No. Form No. Return Filed u/s Date of filing Whether filed within prescribed time Yes/No If delay filing whether requisite additional fee paid Yes/No
1. Information by auditor to Registrar in Form No. 23-B 224(1A) 16-10-2012 Yes N.A.
2. Compliance Certificate for the year ended on 31-03-2012 Form No. 66 383A 15-10-2012 Yes N.A.
3. Balance Sheet for the year ended on 31-03-2012 Form No. 23-AC & 23-ACA 220 22-11-2012 Yes N.A.
4. Annual Return dated 28-09-2012 Form No. 20-B 159 26-11-2012 Yes N.A.

For Tulika Agarwal & Associates

Company Secretaries

Tulika Agarwal

Proprietor

C.P. No. 6337

F.C.S. No. 6420

Place: New Delhi-110 024

Date: 25-06-2013

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