| Disclosure in board of directors report explanatory The directors present their sixth annual report and the audited statements of accounts for the year ended 31 March 2014. Since this report pertains to financial year that commenced prior to 1 April 2014 the contents herein are governed by the relevant provisions/schedules/rules of the Companies Act, 1956, in compliance with General Circular No.08/2014 dated 4 April, 2014 issued by the Ministry of Corporate Affairs.Financial resultsHighlights | 2013-14 | 2012-13 | | (in Rs.) | (in Rs.) | Total Income | 5,911,686 | 8,323,035 | Profit/ (loss) before taxation | (1,118,140) | (88,701,636) | Profit/ (loss) after taxation | (1,118,140) | (88,701,636) | Surplus/ (loss) brought forward | (251,972,321) | (163,270,685) | Profit/ (loss) carried to Balance Sheet | (253,090,461) | (251,972,321) |
OperationsDuring the year, in view of changes in regulatory landscape, the Company has temporarily suspended its financial advisory services and solicitation of insurance business as a Corporate Agent of Bajaj Allianz Life Insurance Company Limited (BALIC). A letter intimating the same had been sent to Securities and Exchange Board of India and BALIC.In view of changes, the Company has also temporarily slowed down the distribution of mutual fund products.DividendDirectors do not recommend any dividend for consideration of members at the ensuing annual general meeting.Statutory disclosuresAs the Company has no manufacturing activities, the directors have nothing to report on conservation of energy, research & development and technology absorption, as required under section 217(1)(e) of the Companies Act, 1956.There has been no foreign exchange earning or outgo during the year under review.As required under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in the annexure to the Directors’ report.DirectorsAjay Sathe, director retires from the Board by rotation this year and being eligible, offers himself for re-appointment.Directors’ responsibility statementIn compliance of section 217 (2AA) of the Companies Act, 1956, the directors state that:(i) in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and 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 loss 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.Presentation of Financial StatementsThe financial statements of the Company for the year ended 31 March 2014 as in the previous year have been disclosed as per revised Schedule VI to the Companies Act, 1956, pursuant to notification dated 28 February 2011 and General Notice No.8/2014 dated 4 April 2014 issued by Ministry of Corporate Affairs.Audit CommitteeThe audit committee consisting of Kevin D’sa, J Sridhar and Ajay Sathe, directors as members met four times during the year on 15 May 2013, 18 July 2013, 15 October 2013 and 15 January 2014.Auditors’ reportThe observations made in the auditors’ report read together with the relevant notes thereon are self-explanatory and hence, do not call for any further comments under section 217 of the Companies Act, 1956.AuditorsThe directors recommend the appointment of Dalal & Shah, Chartered Accountants, as auditors for the period from the conclusion of the ensuing annual general meeting till the conclusion of the 9th annual general meeting and to fix their remuneration for the year 2014-15.The Company has received a written consent from Dalal & Shah, Chartered Accountants, to their proposed appointment as auditors of the Company, along with a certificate to the effect that the appointment, if made, shall be in accordance with the prescribed conditions and that the firm is not disqualified for the proposed appointment under Companies Act, 2013.On behalf of the Board of Directors
Kevin D’sa
ChairmanPune: 14 May 2014Annexure to Director's ReportInformation as per section 217(2A)(b)(ii) read with the Companies (Particulars of Employees)Rules,1975 and forming part of the director's report for the year ended 31 March 2014| S.No. | Name Designation / Nature of Duties | Gross Remuneration (Rupees) | Age(Years) | Exp(Years) | | (A) Employed throughout the financial year | | | | | | 1 | | - | | | | 2 | | - | | | | | | | | | | (B) Employed for a part of the financial year | | | | | | 1 | RAUTDESAI S. SAJJANHEAD (RESEARCH & INVT - ADVISORY) | 1,828,439 | 45 | 18 |
| S.No. | Date of Commencement of Employment | Last Employment Designation Qualification | | (A) Employed throughout the financial year | | | | 1 | | | | 2 | | | | | | | | (B) Employed for a part of the financial year | | | | 1 | 1-Sep-09 | DAWNAY DAY AVSENIOR VICE PRESIDENTB.E (MECH) , MBA FINANCE |
Notes (i) The Gross remuneration shown above is subject to tax and includes Salary, Bonus, Allowances, Company's Contribution to Provident Fund, Superannuation and Gratuity schemes and monetary value of other perquisites calculated on the basis of Rules prescribed in this behalf by the Department of Company Affairs. (ii) None of the Employees mentioned above is a relative of any Director of the company. Nature of their employment is contractual.
Disclosures relating to dividendsDirectors do not recommend any dividend for consideration of members at the ensuing annual general meeting. Details regarding energy conservationAs the Company has no manufacturing activities, the directors have nothing to report on conservation of energy, research & development and technology absorption, as required under section 217(1)(e) of the Companies Act, 1956. Details regarding technology absorptionAs the Company has no manufacturing activities, the directors have nothing to report on conservation of energy, research & development and technology absorption, as required under section 217(1)(e) of the Companies Act, 1956. Details regarding foreign exchange earnings and outgoThere has been no foreign exchange earning or outgo during the year under review. Details regarding research and developmentAs the Company has no manufacturing activities, the directors have nothing to report on conservation of energy, research & development and technology absorption, as required under section 217(1)(e) of the Companies Act, 1956. Disclosures in director’s responsibility statementIn compliance of section 217 (2AA) of the Companies Act, 1956, the directors state that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;
(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and 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 loss 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.
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