DIRECTOR'S REPORT To, The Members Your Directors have pleasure in presenting the 33 Annual Report on the business and operations of the company together with the Audited Accounts for the year ended 31st March, 2014. REVIEW OF OPERATION During the year under review, the Company has earned of Rs. 1,962,000/- from 5,626,000 /-. The net profit for the year under review has been Rs. 118488/- as against Rs. 4259639/- net profit during the previous financial year. Your directors are continuously looking for avenues for future growth of the Company. OPERATIONS AND BUSINESS PERFORMANCE Kindly refer to Management Discussion & Analysis covered under Corporate Governance and forms part of this Annual Report. LISTING OF SHARES The Company's share continues to remain listed with Bombay Stock Exchange, Mumbai. The Listing fees for the Financial Year 2014-15 have been paid to the Exchange. DIVIDEND Your Directors have not declared any dividend during the year under review due to loss incurred. FIXED DEPOSIT The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company. CORPORATE GOVERNANCE It has always been the company's Endeavour to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law of the land. The company complies with the revised clause 49 of the listing Agreement. The Board of Directors of the company had also evolved and adopted a code of conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Compliance Report on Corporate Governance forms part of the Annual Report. The Auditors certificate on the compliance of Corporate Governance Code embodied in clause 49 of the Listing Agreement. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, the Directors confirm: I) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; II) That they had selected such accounting policies, applied them consistently, made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the period; III) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularity; IV) The Directors had prepared the Annual Accounts ongoing concern basis. AUDITORS M/s B. V. Ganatra & Co., Chartered Accountants, be and are hereby re-appointed as the Auditors of the Company to hold office from Annual General Meeting up to the conclusion of the next Annual General Meeting of the Company. AUDITORS' REPORT The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the directors, do not call for further comments. PARTICULARS OF EMPLOYEES The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year review, the company has neither earned nor used any foreign exchange. ACKNOWLEDGEMENTS Your Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels. For the continuing support of investor, Business Associates and Employees in ensuring an excellent all around performance. Your directors also wish to place on records their sincere thanks and appreciation. For and on Behalf of the Board For, CHAMPION FINSEC LIMITED (SACHIN CHAMPKLAL VALANI) CHAIRMAN PLACE: RAJKOT DATE: 03.09.2014 |