DIRECTORS' REPORT To, THE MEMBERS, Your Directors have pleasure in presenting the 28th Annual Report of the company along with the Audited Statements of Accounts for the year ended 31-March-2011. DIVIDEND : In order to conserve the resourses and to improve the financial position of the company your Directors have decided not to recommend any dividend for the current year. DIRECTORS' RESPONSIBILITY STATEMENT : Pursuant to section 217(2AA) of the Companies Act, 1956 it is hereby confirmed that: I. In the preparation of the Final Accounts for the year ended 31-March-2011, the applicable Accounting Standards have been followed and that no material departures have been made from the same. 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 year under review and of the profit or loss of the company for the year. III. The Directors have taken proper and sufficient care for the maintenance of the 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 Accounts for the year ended 31-March-2011 on a 'going concern' basis. MANAGEMENT DISCUSSION & ANALYSIS REPORT : A. ECONOMIC OVERVIEW Economies across the globe are showing signs of recovery post the financial crises . Advanced economies are recovering at a subdued pace. Amongst emerging economies , India and China are leading the growth campaign it will help Indian economic return back to the GDP growth range of 8.5-9.0%in year 2011-12. B. INDUSTRY STRUCTURE AND DEVELOPMENT : Your company being a Non - banking finance company (NBFC) is engaged in the business of finance and investments. C. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY : The Company has effective system of internal control: a. Effective system of accounting and administrative control. b. Existence of Audit Committee of Directors and system of internal audit by an outside independent firm. c. Performance review system by the management with preset objective. D. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE : The net profit of the Company for the current year is 18.51lakhs as compared to a net profit of Rs.5.43 lakhs in the previous year. The total income of the Company was 41.75 Crores against income of Rs.42.64 Crores in the previous year. E. SEGMENTWISE PERFORMANCE : The Company has one segment only however separate segmentwise reporting is not applicable. F. CAUTION STATEMENT : Statements in the Management Discussion and Analysis are in the nature of judgements and forward looking statements. Actual results could differ materially or otherwise. G. CORPORATE GOVERNANCE : The Report on Corporate Governance along with The Compliance Certificate from the practicing Company Secretary and the Auditor's Certificate for compliance with the listing requirements as to corporate governance are attached as Annexure and form part of the Directors" Report. H. FIXED DEPOSITS : The company has neither accepted nor renewed any fixed deposits from public during the year under review. I. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO : As the company is an NBFC and not engaged in any manufacturing activity, the Rules for Conservation Of Energy, Technology Absorption And Foreign Earnings & Outgo pursuant to section 217(1) (e) of the Companies Act, 1956 are not applicable . STATUTORY AUDITORS : The Statutory Auditors of the company M/s. S. G. Kabra & Co. Chartered Accountants , Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office , if reappointed. The Audit Committee and the Board Of Directors recommend their appointment as statutory auditors of the company for the financial year 2011-2012. OBSERVATION IN AUDITORS' REPORT : The observations of the Auditors in their Report at Item No. 3 (d) read with the relevant Notes to Accounts in Schedule No.15., Item No. A (2) are self explanatory. ACKNOWLEDGEMENTS : Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, and the associates. By Order of the Board Vipul Bhatt Chairman Place : Mumbai Date : 16/08/2011 |