DIRECTOR'S REPORT Your directors have pleasure in presenting the 22nd Annual Report together with the audited financial results for the period ended on 31st March, 2014. DIVIDEND In the absence of adequate profits the directors regret their inability to recommend any dividend for the year. DIRECTORS As per the provision the Companies Act, 2013 and Articles of Association of the Company, Mr. Sudama Tiwari, the Director of the Company retires by Rotation and being eligible, offer himself for reappointment. As per the requirement of Provision of the section, 149 of the Companies Act, 2013, Mrs. Neelam Sharma is appointed as an additional Director w.e.f. 24th July, 2014 to hold the office of the Director till the date of the forthcoming annual general meeting and with the approval of the members of the company at forthcoming annual general meeting granted for appointment of Mrs. Neelam Sharma, as Non Executive Director of the Company for a period of 2 years w.e.f. 24th July, 2014. As per the Provision of the section, 149 of the Companies Act, 2013, your Directors are seeking appointment of Mr. Y.N. Shukla and Mr. Sudama Tiwari as independent Directors for five consecutive years for a term upto 31st March, 2019. Except the above there is no change in the board of directors of the company. DEPOSITS The company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non-Banking Financial Companies, Reserve Bank directives and the rules made there under. DISCLOSURES AS PER TERMS OF PARAGRAPH 13 OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 2007 The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the balance sheet. AUDITORS & AUDITORS' REPORT The Auditor's Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Jain Doshi & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company. STOCKEXCHANGES The company is listed with The Bombay Stock Exchange Ltd., Mumbai PERSONNEL The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars as required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished. ADDITIONAL INFORMATION The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year. COMPLIANCE OF RESERVE BANK OF INDIA GUIDELINES The company is complying circulars and directions issued by the Reserve Bank of India from time to time. DIRECTOR'S RESPONSIBILITY STATEMENT In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that: (i) In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company. (ii) The directors 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 affair of the company at the end of the financial year 2013-14 and of the profit of the company for that period. (iii) 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. (iv) The directors have prepared the annual accounts on a going concern basis. ACKNOWLEDGMENTS Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review. For and on Behalf of the Board Sd/- Sudama Tiwari Director DIN-01103738 Sd/- Rajendra Sharma Director DIN-00981139 Place: Mumbai Date: 24/07/2014 |