DIRECTORS’ REPORT Dear Shareholders, Your Directors have pleasure in presenting their Eighteenth Annual Report on the affairs of the Company and the Financial Accounts for the year 2010-2011 and the Auditors Report thereon. 1. DIVIDEND In the absence of profit during the year, directors are unable to recommend any dividend. 2. OPERATIONS The Company's performance and profitability is increased comparing to last year and profit after taxation for the current year is of Rs 11.77 Lakhs and accumulated losses reduced by the same amount. 3. DIRECTORS Shri Pankaj Shah retire by rotation at the ensuing Annul General Meeting and being eligible, offer himself for re-appointment. 4. DIRECTORS' RESPONSIBILITY STATEMENT: As required under section 217 (2AA) of the Companies Act 1956, the Directors hereby confirm that: (a) En the preparation of Annual Accounts, the applicable accounting standards have been followed. (b) 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 & fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the Company tor that period. (c) The Directors have, as far as possible, 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 irregularities, to the best of their knowledge and ability; (d) The Directors have prepared the Annual Accounts on a going concern basis. 5. MANAGEMENT DISCUSSIONS AND ANALYSIS 1. Industry structure & developments:- We are finance & investment company and main business activity is granting of loans & advances and investing/dealing in shares & securities. Potentialities of development is very high as capital market & money market sector of economy is very bigger. 2. Opportunities & Threats:- Capital market is very much uncertain as well as financing is also risky business. At the same time there is great opportunities of earning good profitability also. In short More profit more the risk slogan is perfectly associated for finance & capital market business 3. Segment Wise Performance:- Report on segment wise performance is given in Note 2 (m) of schedule on notes to the accounts. 4. Out look:- The capital market & money market performance is depend upon the credit policy government stability, industrial developments piece, international trends, etc. 5. Risk & concern:- Capital market & money market is more risk-prone & concern should also been given to industrial development which depends upon the demand of products, availability of funds in market etc. 6. Internal control system & their adequacy:- Internal control system of the company is adequate and in commensurate with the size of the company and the nature of its business. 6. CORPORATE GOVERNANCE The Report on Corporate Governance as prescribed by the Listing Agreement is annexed and forms a part of the Annual Report, The certificate on compliance of the provision of the Code of Corporate Governance as required under the Listing Agreement is also attached. 7. DISCLOSURE Your Company is not engaged in any manufacturing activity, inclusion of particulars with respect to conservation of energy and technology absorption as required under Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 is not required. Further there is no foreign exchange earning & outgo during the year. 8. AUDITOR'S AND AUDITOR'S REPORT Based on recommendation of the audit committee it is proposed to reappoint Ishwar Tawani, 18, Anand Complex, Dalmandi, Ahmednagar, Chartered Accountants, as statutory Auditors of the Company The Company has received a certificate form the proposed auditors to the effect that their appointment, if made, would be within the prescribed limits under section 224 (IB) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. 9. PARTICULARS OF EMPLOYEES The Company has no employee in respect of whom the information as per Section 217 (2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975 is required to be given. 10. FIXED DEPOSITS During the year, the Company has not accepted any deposits under Section 58-A of the Companies Act, 1956. 11. ACKNOWLEDGEMENT Your Director would like to express their grateful appreciation for the assistance and co-operation received from the Shareholders, Bankers and Customers during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of all the persons related with the company. For and on behalf of the Hoard BABULAL AGARWAL Director Place: Mumbai Date: 22.08.2011 |