| Dear Members,
The Board of Directors hereby presents the 28th Annual Report on the
business and operations of your Company for the year ended 31st March,
2014.
FINANCIAL RESULTS
In Lacs
Year Year
2013-2014 2012-2013
Total Income 539.15 573.03
Gross Profit 283.99 347.32
Less: Interest 180.33 217.63
Less: Prov. For Standard Assets (0.95) (0.89)
Cash Profit 104.61 130.58
Depreciation 19.46 10.75
Profit (Loss) before Tax 85.15 119.83
Provision for Taxation 23.80 28.82
Transfer from Prov. For Deferred Tax (1.39) (0.67)
Profit after Tax 62.73 91.68
Add: Profit Brought Forward 791.54 718.20
Profit available for Appropriation 854.27 809.88
Less: Transfer to Statutory Reserve 12.55 18.34
Balance carried to Balance sheet 841.72 791.54
Reserve excl. Revaluation Reserve 1296.32 1233.59
DIVIDEND
The Board has not recommended any dividend for the year.
OPERATIONS
The Income from Operation decreased by 2.62% and Loans against security
of vehicles decreased by 12.85% during the year in comparison to the
previous year. The Shareholders Funds as on 31.03.2014 were Rs.1721.32
Lacs reflecting the inherent financial strength of the Company. We are
having three branches in different areas of the India. We want to
inform that our business in Southern region (Bangalore branch) has gone
down to almost NIL generation of revenue. This is one of the major
reason for decrease in income from operations of the Company.
DIRECTORS
In accordance with the provisions of Section 196 and 203 of the
Companies, Act, 2013, Mr. Sanjay Kumar Gupta, Executive Director of the
Company, be re-appointed as a Whole-time Director of the Company for a
term of 3 years.
In accordance with the provisions of section 152 of the Companies, Act,
2013 and in terms of the Articles of Association of the Company, Mrs.
Reena Gupta and Mr. Manoj Kumar Gupta, Directors, are liable to retire
by rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.
In accordance with the provisions of section 161(1) of the Companies,
Act, 2013, Mrs. Shreya Gupta and Ms. Parul Rajgaria, Additional
Directors, will be liable retire at the ensuing Annual General Meeting,
offer themselves for re-appointment as a Non-Executive Director.
Mr. Suvobrato Ganguly, Mr. Sanjay Goenka, Ms. Sujata Agarwal and Mr.
Ravi Agarwalla are the directors whose period of office is liable to
determination by retirement of directors by rotation under the
provisions of the Companies Act 1956 have given declaration to the
Company as per section 149(6) of the Companies, Act, 2013 & Clause 49
of Listing Agreement with the Stock Exchange, that they qualify the
criteria of independence mentioned therein. The Company had also
received requisite notices in writing from members proposing their
appointments as an Independent Director.
The proposals regarding the appointment of Mr. Suvobrato Ganguly, Mr.
Sanjay Goenka, Ms. Sujata Agarwal and Mr. Ravi Agarwalla for a term of
five years and not liable by rotation and the re- appointment of Mr.
Manoj Kumar Gupta and Mrs. Reena Gupta as the Directors of the company
are placed for your approval.
The Board of Directors of the Company recommends the above appointments
and re- appointments.
In Compliance with clause 49(IV) (G) of the Listing Agreement, brief
resume, expertise and other details of the Directors proposed to be
re-appointed are attached to the Notice of the ensuing Annual General
Meeting.
Further Mr. Vishnu Lohia, who was the Independent Director of the
Company, resigned from office w.e.f. 27.09.2013 due to his
pre-occupations. The Board places on record his sincere appreciation
for the valuable services rendered by him during his tenure as the
member of the Board.
AUDITORS
The Statutory Auditors, M/s. Mandawewala & Co., Chartered Accountants,
hold office till the conclusion of the ensuing Annual General Meeting
and, are eligible, for re-appointment.
M/S Mandawewala & Co., Chartered Accountants, Statutory Auditor, have
expressed their willingness to continue as auditors of the company if
appointed. They have further confirmed that the said appointment, if
made, would be within the prescribed limit under section 141(3)(g) of
the Company Act 2013 and that they are not disqualified for
re-appointment.
In terms of Rule 6 of the Companies (Audit & Auditor) Rules, 2014, M/S
Mandawewala & Co. having held office as Auditor for more than a period
of 10 years prior to the commencement of the Companies Act, 2013 and
are eligible to be appointed as auditors for a period of 3 more years,
that is, until the conclusion of the 31st Annual General Meeting of the
Company.
CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the Listing Agreement
with the Stock Exchanges, the Cash Flow Statement for the year 2013-14
is annexed hereto.
AUDITORS' REPORT
With reference to the observations and qualifications made by the
Auditors in their report, the Directors wish to state that the relevant
notes forming part of the Company's accounts as given under Notes (No.
1-21) are self-explanatory in this regard and hence do not require any
further explanation.
EMPLOYEES
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, the company has no employee employed during the year
or part of the year who was in receipt of remuneration in excess of the
sum prescribed therein.
PUBLIC DEPOSITS
The Company has not accepted any fixed deposits during the year 2013-14
from the public/shareholders.
LISTING
The Company's shares are listed with BSE having nation wide trading
terminal under SEBI (ICDR) regulations, 2009. The Listing fees to the
Stock Exchanges for the year 2013-14 have been paid. The address of
the said Stock Exchange is as follows:
The Stock Exchange, Mumbai
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis has been annexed to this report in
terms of Listing Agreement.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report, Auditors' Certificate regarding compliance of conditions of
Corporate Governance are made a part of the Annual Report. A note on
the Company's corporate sustainability initiatives is also included.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provision of section 217(2AA) of the Companies Act,
1956 the Directors give hereunder the Directors' Responsibility
Statement relating to the Accounts of the Company:
(1) In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures.
(2) 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 as at March 31, 2014 and of the Profit and Loss of the
Company for the said period;
(3) Proper and sufficient care has been taken 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; and
(4) The Annual Accounts of the Company has been prepared on a going
concern basis.
(5) The company has followed Revised schedule VI in accounting
policies.
ADDITIONAL INFORMATION
In terms of Section 217 (1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars in the Report of Directors)
Rule, 1988. Your Directors furnish hereunder the additional information
as required:
a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The Company does not engage in any manufacturing activity so there is
no consumption of energy. The activities of the Company do not involve
any technology absorption.
b) FOREIGN EXCHANGE EARNING AND OUTGO (In Lacs)
I) Foreign Exchange Earnings NIL
II) Foreign Exchange outgo 2.21
CORPORATE SOCIAL RESPONSIBILITY fCSR)
Your Company though does not fall under the compulsory compliance of
CSR u/s 135 of the Companies Act, 2013, has decided to voluntarily
participate in CSR activities. The Board has decided to approach to CSR
by way of Corporate Philanthropy and Creating Shared Value (CSV). We
want to work according to "people, planet and profit" principle.
ACKNOWLEDGEMENT
The Board of Directors would like to place on record their grateful
appreciation of the cooperation and assistance received from the
company's customers, shareholders, employees, brokers, dealers, banks,
financial institutions and all others associated with the company.
On behalf of the Board of Director
Place: Kolkata Sanjay Kumar Gupta
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