Your Directors present the 28th Annual Report of your Company together with the AuditedStatements of Accounts for the year ended 31st March 2012.
| || ||(Rs in Lacs) |
|Particulars ||Year Ended 31.03.2012 ||Year Ended 31.03.2011 |
|Total Revenue ||11.22 ||8 96 |
|Less Total Expenses ||37.89 ||12.95 |
|Profit / (Loss) before tax ||(22 67) ||(3 99) |
|Less Provision for Taxation || || |
|- Income Tax ||Nil ||(7.63) |
|- Deferred Tax(Asset)/ Liability ||Nil ||(1 10) |
|Profit / (Loss) After tax ||(19.04) ||(2.89) |
|Balance of Profit/(Loss) as per last Balance Sheet ||95.69 ||98.58 |
|Balance of Profit/(Loss) carried to Balance Sheet ||76.65 ||95.69 |
During the year under review, the company earned total revenue of Rs 11.22 Lacs asagainst Rs 8.96 Lacs in the previous year. The Loss before tax was Rs22.67 Lacs as againstRs 3.99 Lacs in previous year. The Loss after tax was Rs19.04 Lacs as against Rs2.89 Lacsin the previous year.
With the sign of overall growth in the economy, your Directors expect betterperformance and recovery of losses in the coming years
In view of the loss incurred during the year, the Board of Directors do not recommendany payment of Dividend for the year under review
In accordance with the provisions of Section 256 of the Companies Act, 1956 and theArticles of Association of the Company, Mr Kamlesh B. Jain, Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible, has offeredhimself for re-appointment and your Board recommends for his re-appointment.
During the year under review, Mr. Kishor G.Sangani was appointed as an AdditionalDirector w.e.f. 11th November, 2011. He holds the office as such upto the date of ensuingAnnual General Meeting. Your Company has received a notice under Section 257 of theCompanies Act, 1956 together with necessary deposit from a member proposing hiscandidature for the office of Director at the ensuing Annual General Meeting. The Boardrecommends the appointment of Mr. Kishor G. Sangani as a Director of the Company.
Further, during the year under review Mr. Chintan B. Seth has resigned from theDirectorship of the Company w.e.f. 19th January, 2012 Your directors place their sincereappreciation for the valuable service and guidance extended by him to the Company duringhis tenure.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217 (2AA) of the Companies Act 1956, yourDirectors hereby state and confirm that
1 In the preparation of the Annual Accounts for the year ended 31st March, 2012, theapplicable accounting standards have been followed and no material departures have beenmade from the same;
2 The Directors have selected such accounting policies and applied them consistentlyand 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, 2012 and loss of theCompany for the year ended on that date,
3 The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company for preventing and detecting fraud and other irregularities;
4. The Directors have prepared the accounts for the financial year ended 31st March,2012 on a "going concern" basis
CHANGE OF NAME OF THE COMPANY:
The name of the Company has been changed from Sanjay Leasing Limited to FinkurveFinancial Services Limited pursuant to a Special Resolution passed by the members of theCompany through postal ballot process, the result of which was announced on 13th January,2012. The Fresh Certificate of Incorporation consequent upon the change of name of theCompany was issued by the Registrarof Companies, Maharashtra, Mumbai on 28th March, 2012.
CHANGE IN SHARE CAPITAL OF THE COMPANY:
During the year review, the Authorised share capital of the Company was increased to Rs15,000,000/- (Rupees One Crore Fifty Lakhs only) divided into 15,00,000 (Fifteen Lakhs)Equity shares of Rs 10/- each.
The Company issued and allotted 9,00,000 (Nine Lakhs) Equity Shares of Rs10/- each on22nd March, 2012, on preferential basis at an issue price of Rs105/- per share (includingpremium of Rs. 95/- per share) to the persons in Promoter Group. The PreferentialAllotment was made in accordance with Chapter VII of SEBI (Issue of Capital &Disclosure Requirements)
Regulations, 2009. The Equity shares are listed with the BSE Ltd.
Based on the above allotment, the issued, subscribed & paid up Capital of theCompany has increased to Rs. 13,800,000/-(Rupees One Crore Thirty Eight Lakhs only)divided into 13,80,000 (Thirteen Lakhs Eighty Thousand) Equity shares of Rs.10/- each.
Upon acquisition of 900000 equity shares (being 65.27% of post paid up capital) of theCompany alloted on preferential basis, Mr. Ketan B. Kothari alongwith the other acquirersviz., Mrs. Mohinidevi Kothari and Mrs Kalawatidevi Kothari (persons in promoter group ofthe Company) (collectively referred as 'Acquirers') as detailed above, triggered therequirement of making an Open Offer under the provisions of Regulation 3 of the SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ('Regulations') foracquisition of further 358800 fully paid-up Equity Shares of Rs. 10/- each at a price ofRs. 110 25 per share constituting 26% of the post paid-up capital of the Company.
Accordingly, the Acquirers made an open offer to acquire further 26% equity shares ofthe Company, which was opened for tender of shares on 21st May, 2012 and closed on 1stJune, 2012. However, during this offer period no shares were tendered
Further, pursuant to the provisions of Regulation 26(6) of the Regulations, the Companyconstituted a committee of Independent Directors (IDC) comprising of Mr. Mukesh P. Shah(Chairman of the Committee), Mr. Kishor G. Sangani and Mr. Kamlesh B. Jain to providereasoned recommendations on the proposed open offer by the Acquirers.
M/s. Ladha Singhal & Associates, Chartered Accountants, Mumbai, the StatutoryAuditors of the Company hold office up to the conclusion of the ensuing Annual GeneralMeeting of the Company. The Company has received a letter from them to the effect thattheir re-appointment, if made, would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. LadhaSinghal & Associates, Chartered Accountants, as Statutory Auditors of the Company tohold office from the conclusion of ensuing Annual General Meeting upto the conclusion ofnext Annual General Meeting of the Company.
Your Company has neither accepted nor renewed any deposit within the meaning of Section58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended31st March 2012.
SECRETARIAL COMPLIANCE CERTIFICATE:
Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company hasreceived Secretarial Compliance Certificate from M/s Manish Ghia & Associates,Practising Company Secretary, Mumbai and attached to this report
The Company does not fall in any of the criteria prescribed under Clause 49 of thelisting agreement for compliance of Corporate Governance However, the Company is alwayscommitted towards good Corporate Governance for which the Company has constitutedfollowing committees .
I. AUDIT COMMITTEE:
The Company has constituted an Audit Committee comprising of Mr. Mukesh P. Shah, Mr.Kishor G. Sanghani, Mr Kamlesh B. Jain, Directors and Mr Sachin G. Kothari, ExecutiveDirector of the Company. Mr. Mukesh P. Shah is Chairman of the Committee.
II. REMUNERATION COMMITTEE:
The Company has constituted a Remuneration Committee comprising of Mr. Kishor GSanghani, Mr. Mukesh P Shah and Mr Kamlesh B Jain, Directors of the Company. Mr Kishor GSanghani is Chairman of the Committee
III. INVESTORS' GRIEVANCE COMMITTEE:
The Company has constituted an Investors' Grievance Committee comprising of Mr. KetanB. Kothari, Chairman, Mr Mukesh P Shah and Mr. Kishor G Sanghani, Directors of theCompany. Mr Ketan B. Kothari is Chairman of the Committee.
Mr Nikunj Sheth, Compliance Officer is acting as a secretary to the committees of theCompany.
RESOLUTIONS PASSED IN EXTRA ORDINARY GENERAL MEETINGS AND THROUGH POSTAL BALLOT:
1. EXTRA ORDINARY GENERAL MEETINGS:
a Held on 27th May 2011 for appointment of Statutory Auditors to fill the casualvacancy upon resignation of Statutory Auditor of the Company.
b Held on 21st day of February, 2012, where the members of the company approved thefollowing matters:
I Increase in Authorised share capital from Rs. 50 Lakhs to Rs. 150 Lakhs andalteration to the capital clause of Memorandum of Association of the Company consequentupon increase in authorised share capital of the Company.
II Issue of 9,00,000 Equity shares on Preferential Basis under Section 81(1 A) of theCompanies Act, 1956 for cash at a subscription price of Rs. 105/- (Rupees One Hundred andFive only) per equity share including premium of Rs. 95/-(Rupees Ninety Five Only) perequity share to the persons in promoter group.
All the Resolution were passed with requisite majority.
2. POSTAL BALLOT:
During the year 2011-12, the Company conducted a postal ballot process for seekingapproval of the members of the Company for following matters:
1. Special Resolution u/s 21 of the Companies Act, 1956 for the change of the name ofthe Company from Sanjay Leasing Limited to Finkurve Financial Services Limited.
2 Special Resolution u/s 17 of the Companies Act, 1956 to alter Main Objects Clause ofthe Memorandum of Association of the Company
3 Ordinary Resolution u/s 293(1 )(d) of the Companies Act, 1956, authorizing the Boardof Directors to borrow money upto Rs.500 Crores
4 Ordinary Resolution u/s 293(1 )(a) of the Companies Act, 1956, authorizing the Boardof Directors to create mortgage / charge / hypothecation on all or any of the immovableand movable properties of the Company, both present and future
5 Special Resolution u/s 372 A of the Companies Act, 1956 authorising the Board ofDirectors to make loan or investment or give guarantee or provide security for an amountnot exceeding Rs. 2050 Lacs.
The Company issued Postal Ballot Notice to its shareholders on 12th December, 2011. Thepostal ballot process was undertaken in accordance with the provisions of Section 192Aofthe Companies Act, 1956 read with the Companies (Passing of the Resolution by PostalBallot) Rules, 2011 Mr Manish L. Ghia, Practising Company Secretary was appointed asScrutineer for conducting the Postal Ballot process The result of the Postal Ballotprocess was announced on 13th January, 2012 All the resolutions were passed with requisitemajority.
LISTING OF SHARES:
The Equity Shares of the Company are listed with BSE Limited and the Company has paidthe listing fees for the financial year 2012-2013.
a) Particulars of Employees:
No employees were in receipt of remuneration exceeding the limits during the year underreview as prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956read with Companies (Particulars of Employees) Rules, 1975, as amended, hence yourdirectors have nothing to report in this regard.
b) Particulars regarding Conservation of Energy, Technology Absorption and ForeignExchange Earnings and Outgo:
Considering the nature of business activities carried out by the Company, you/directors have nothing to report regarding Conservation of energy, research anddevelopment and technology absorption as required under section 217(1)(e) of the CompaniesAct, 1956 read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988. However, the Company makes its best efforts for conservation ofenergy.
There were no Foreign Exchange earnings /outgoings during the year under review.
Your Directors take this opportunity to place on record their sincere appreciation andacknowledge with gratitude the assistance, co-operation and support extended to yourcompany by bankers, clients, employees as well as the investing community and look forwardto their continued support.
| ||For and on Behalf of the Board of Directors |
|Place : Mumbai ||Ketan B. Kothari |
|Date 11th August, 2012 ||Chairman |
Annexure " B " Forms and Returns filed by FINKURVE FINANCIAL SERVICES LIMITED
A) With the Registrar of Companies, Maharashtra, Mumbai during the financial year endedon 31.03.2012:
|Sr. No. ||E-Form No. ||Relevant Section/ Rule ||Description ||Date of filing ||Whether filed within prescribed time Yes/No ||If delay in filing whether requisite additional fee paid Yes / N.A. |
|1 ||66 ||383A ||Compliance Certificate under Section 383A of the Companies Act, 1956 for the financial year ended on31.03.2011. ||02.11.2011 ||No ||Yes |
|2 ||23 ||192(1) ||Particulars of appointment of Mr. Sachin Kothari as an Executive Director of the Company for a period of Five Years w.e.f. 01.09.2011. ||02.11.2011 ||No ||Yes |
|3 ||25C ||269(2) ||Particulars of return of Appointment of Mr. Sachin Kothari as an Executive Director of the Company w.e.f. 01.09.2011. ||02.11.2011 ||Yes ||N.A. |
|4 ||32 ||303(2) ||Particulars of appointment of Mr. Mukesh Shah as an Additional Director of the Company w.e.f. 11.08.2011. ||02.11.2011 ||No ||Yes |
|5 ||32 ||303(2) ||Particulars of appointment of Mr. Sachin Kothari as an Additional Director of the Company w.e.f. 01.09.2011. ||02.11.2011 ||No ||Yes |
|6 ||32 ||303(2) ||Particulars of appointment of Mr. Ketan Kothari, Mr. Mukesh Shah & Mr. Sachin Kothari as Directors of the Company at Annual General Meeting held on 30.09.2011. ||02.11.2011 ||No ||Yes |
|7 ||1A ||21 ||Application for availability of name change of name of the Company. ||02.11.2011 ||N.A. ||N.A. |
|8 ||23AC/ ACA ||220(1) ||Schedule VI (Annual Accounts) for the financial year ended 31.03.2011. ||03.11.2011 ||No ||Yes |
|9 ||23 ||192(1) ||Particulars of the following resolutions passed by the members of the Company at the Annual General Meeting held on 30.09.2011. ||15.11.2011 ||No ||Yes |
| || || ||1. Ordinary Resolution for appointment of Mr. Sachin Kothari as an Executive Director of the Company. || || || |
| || || ||2. Special Resolution for adoption new set || || || |
|10 ||32 ||303(2) ||Particulars of appointment of Mr. Kishore G. Sangani as an Additional Director of the Company w.e.f. 11.11.2011. ||16.11.2011 ||Yes ||N.A. |
|11 ||20B ||159(1) ||Schedule V (Annual Return) as on the date of Annual General Meeting i.e. 30.09.2011. ||22.11.2011 ||Yes ||N.A. |
|12 ||18 ||146(2) ||Intimation of change of situation of Registered office of the Company w.e.f 11 11 2011 ||08.12 2011 ||Yes ||N A. |
|13 ||62 ||192 A ||Intimation to the Registrar of the Companies about calendar of events for conducting Postal Ballot process ||20.12.2011 ||Yes ||N A. |
|14 ||1A ||21 ||Application for availability of name for change of name of the Company. ||09.01 2012 ||N.A ||N.A |
|15 ||23 ||192(1) ||Particulars of the Following Resolutions passed by members of the company through postal ballot process, the results of which declared on 13.01.2012: ||06.02 2012 ||Yes ||N A |
| || || ||1. Special Resolution u/s 21 of the Companies Act, 1956 for the change of the name of the Company from Sanjay Leasing Ltd. to Finkurve Financial Services Limited. || || || |
| || || ||2 Special Resolution u/s 17 of the Companies Act, 1956 to alter Main Objects Clause of the Memorandum of Association of the Company. || || || |
| || || ||3. Ordinary Resolution u/s 293(1 )(d) of the Companies Act, 1956, authorizing the Board of Directors to borrow money upto Rs. 500Crores. || || || |
| || || ||4. Ordinary Resolution u/s 293(1 )(a) of the Companies Act, 1956, authorizing the Board of Directors to create mortgages / charges / hypothecation on all or any of the immovable and movable properties of the Company, both present and future. || || || |
| || || ||5 Special Resolution u/s 372A of the Companies Act, 1956 authorising the Board of Directors to make loan or investment or give guarantee or provide security for an amount not exceeding Rs. 2050 Lacs. || || || |
|16 ||32 ||303(2) ||Particulars of resignation of Mr. Chintan Seth from Directorship of the Company w.e.f. 19 01.2012. ||15.02.2012 ||Yes ||N.A |
|17 ||1B ||21&23 ||Application for approval of the Central Government (ROC) for change of name of the Company. ||28.02.2012 ||Yes ||N.A. |
|18 ||5 ||97(1) ||Particular of increase in Authorised Share Capital from Rs. 50 Lacs to Rs. 150 Lacs. ||07.03.2012 ||Yes ||N.A. |
|19 ||23 ||192(1) ||Particulars of the following resolutions passed by the members of the Company at the Extra Ordinary General Meeting held on 21.02.2012. ||07.03.2012 ||Yes ||N.A. |
| || || ||1. Ordinary Resolution for Increase in Authorised share capital from Rs. 50 Lacs to Rs.150 Lacs, and consequent alteration to the capital clause of Memorandum of Association of the company. || || || |
| || || ||2. Special Resolution under Section 81(1A) of the Companies Act, 1956 authorizing the Board of Directors to offer, issue and allot 9,00,000 Equity Shares of Rs. 10/- each on Preferential Basis to the persons in promoter group. || || || |
B) With the Office of the Regional Director, Western Region Bench at Mumbai during thefinancial year ended on 31.03.2012: NIL
C) With the Office of the Ministry of Corporate Affairs (Central Government) at NewDelhi during the financial year ended on 31.03.2012: NIL
D) With any other Authorities as prescribed under the Act during the financial yearended on 31.03.2012: NIL