DIRECTORS' REPORT: To the Members, The Directors of your Company have pleasure in presenting their Thirtieth Annual Report together with the audited annual accounts for the financial year ended March 31, 2012: DIVIDEND Your Directors are pleased to recommend a dividend of Re. 0.60 per share for the financial year 2011-12 on 5,00,000 equity shares of the face value of Rs. 10/- each. The payment of dividend together with distribution tax thereon will absorb Rs. 3.49 lakh. The dividend, if declared at the forthcoming Annual General Meeting, will be paid on or after August 2, 2012 to those Members whose names would appear in the Register of Members at the close of business hours on July 27, 2012. In respect of shares held in dematerialised form, it will be paid to those Members whose names are furnished by the Depositories as beneficial owners as on that date. FINANCIAL HIGHLIGHTS Total income of your Company during the year under review increased by 34% to Rs. 17,236,693/- from Rs. 12,823,123/-. The gross income comprises of income from sale of investments, dividends, interest on deposits and rentals. Your Company was able to curtail its expenses for the year at Rs. 504,870/- (previous year Rs. 616,609/-) thus resulting in a profit before tax of Rs. 16,731,823/- against Rs. 12,206,514/- in the previous year; an increase of 37% year on year. An amount of Rs. 2,225,000 has been transferred to the Reserve Fund in terms of the provisions of Section 45 IC (1) of Reserve Bank of India Act, 1934. DIRECTORS As per the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms. Dipti Neelakantan retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. DIRECTORS' RESPONSIBILITY STATEMENT U/S. 217(2AA) In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed; b. they have selected such accounting policies 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 affairs of the Company at the end of the financial year and of the profit of the Company for that year; c. they have taken proper and sufficient care for maintaining 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; d. they have prepared the annual accounts on a going concern basis. AUDITORS The retiring auditors, namely, M/s. Arun Arora & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting (AGM) and are seeking their re-appointment. The Statutory Auditors have confirmed that their appointment, if made, at the AGM, will be within the limit prescribed under sub-section (1B) of Section 224 of the Companies Act, 1956 and that they are not beneficially holding any security of your Company as defined under Section 226(3)(e) of the said Act. Members are requested to consider their re-appointment for the financial year 2012-13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, on conservation of energy and technology absorption are not applicable to your Company, since it is not a manufacturing company. During the year under review, your Company has not earned or spent any foreign exchange. COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956 A certificate issued by Mr. Abdul Karim Kazi, Practicing Company Secretary, in terms of the provisions of Sec. 383A of the Companies Act, 1956 to the effect that the Company has complied with the applicable provisions of the said Act is attached to the report. PARTICULARS OF EMPLOYEES The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not attached since there were no employees falling under the purview of sub-section 2A of the said Section. PUBLIC DEPOSITS Your Company has not accepted any public deposits during the year under review. ACKNOWLEDGEMENT Your Directors wish to thank the Reserve Bank of India, BSE Limited and the shareholders for their continued support and confidence reposed by them in the Company. On behalf of the Board of Directors For KAMPANI CONSULTANTS LTD Nimesh Kampani Chairman Place: Mumbai Date : May 30, 2012 |