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Agarwal Holdings Directors Report, Agarwal Holding Reports by Directors
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Agarwal Holdings
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Directors Report Year End : Mar '11
The Directors take pleasure in presenting the 29th Annual Report and
 the audited accounts of the Company for the year ended 31st March 2011.
 
 FINANCIAL RESULTS
 
 The performance of the Company for the financial year ended 31st March
 2011 is summarised below:
 
                                                      (Rs. in Lacs)
 
 Particulars                                  2010 - 11    2009 - 10
 
 Sales and Other Income                          856.21        45.12
 
 Profit before Depreciation and Tax               62.71         5.28
 
 Depreciation                                      0.25         0.37
 
 Profit before Tax                                62.46         4.91
 
 Provision for Tax                                17.02         0.62
 
 Provision for Deferred Tax                       (0.20)      (0.12)
 
 Prior Year Tax Adjustment (0.96) 0.02
 
 Profit After Tax                                 46.60         4.39
 
 Add: Profit brought forward from 
 previous year                                    73.31        68.92
 
 Balance Carried to Balance Sheet                119.91        73.31
 
 
 
 
 RESULTS OF OPERATIONS
 
 Total revenue of the Company for the financial year is Rs.8,56,21,436
 as compare to Rs.45,11,824 in the corresponding previous year and the
 Company has achieved a net profit of Rs. 46,59,912 as compared to Rs.
 4,38,675 in the corresponding previous year.
 
 DIVIDEND
 
 In order to conserve the reserves to meet the needs of increased
 operation of the Company, the Board of Directors has decided not to
 declare dividend for the year.
 
 CHANGES IN THE CAPITAL STRUCTURE
 
 During the year, the Authorised Capital of Company was increased from
 Rs.1,00,00,000 to Rs.10,00,00,000 divided into 1,00,00,000 Equity
 Shares of Rs.10 each.
 
 PREFERENTIAL ISSUE:
 
 The Company with a view to raise funds for meeting increased needs of
 funds to pursue and expand its business activities had issued 77,75,000
 Equity Shares of Rs.10/- each to investors. Consequent to the allotment
 of 77,75,000 Equity Shares in the Preferential Issue as above, the
 paid-up capital of Company has increased from Rs.40,00,000 to
 Rs.8,17,50,000 divided into 81,75,000 Equity Shares of Rs.10 each.
 
 FIXED DEPOSITS
 
 Your Company has not accepted any fixed deposits from the public and is
 therefore not required to furnish information in respect of outstanding
 deposits under Non-Banking Financial Companies (Reserve bank)
 Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.
 
 BOARD OF DIRECTORS AND CHANGE IN MANAGEMENT
 
 i). Change in Management and Control:
 
 During the year Mr. Sanjay Kumar Minda acquired management and control
 of Company from the existing Promoters of the Company and become the
 Promoter of the Company vide Shareholders resolution passed through
 Postal Ballot under Section 192A of the Companies Act, 1956 on 8th
 March 2011.
 
 ii). Composition of Board of Directors:
 
 The Board comprises of five Directors, of which three are Independent
 Directors. During the year Mr.  Pratik Jain is appointed as Managing
 Director of the Company.
 
 iii). Changes during the year:
 
 During the year Mrs. Namrata Kabra, Mrs. Bhavan Lahoti, Mrs. Geeta
 Kabra, Mr. Janardhan Vadyarapu and Mr. Narendra Harlalka resigned as
 Director of the Company. The Board placed on record the valuable
 contribution made by them during their tenure with the Company.
 
 During the year, Mr. Sanjay Minda, was appointed as an Additional
 Director and Chairman of the Company with effect from 21st January
 2011. The Company has received notice in writing from a member
 proposing the candidature of Mr. Sanjay Minda for the office of
 Director.
 
 The Board of Directors had appointed Mr. Pramod Bhelose, Mr. Shreyans
 Jain and Mr. Vinod Jain as Additional Director on the Board of Company.
 The Company has received notices in writing from a member proposing the
 candidature of them for the office of Director.
 
 CORPORATE GOVERNANCE
 
 The Company has adopted to follow the requirements of Corporate
 Governance as stipulated under clause 49 of the Equity Listing
 Agreement of Stock Exchange and accordingly, the Report on Corporate
 Governance forms part of the Annual Report.
 
 The requisite Certificate from the Auditors of the Company M/s. Gupta
 Saharia & Co., regarding compliance with the conditions of Corporate
 Governance as stipulated in Clause 49 is annexed to this Report.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT:
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to Directors’ Responsibility Statement, it is
 hereby confirmed:
 
 1.  that in preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 2.  that the Directors had 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 financial year and of the
 profit of the Company for the year under review;
 
 3.  that the Directors had taken proper and sufficient care 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;
 
 4.  that the Directors had prepared the annual accounts for the year
 under review, on a ‘going concern’ basis.
 
 AUDITORS
 
 During the year M/s. Sandeep Rathi & Associates, Chartered Accountant,
 Mumbai resigned and M/s.  Gupta Saharia & Co., Chartered Accountants,
 Mumbai, was appointed by the sharesholders as Statutory Auditors of the
 Company. M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai, will
 retire at the ensuing Annual General Meeting and being eligible, offer
 themselves for reappointment.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:
 
 Considering the nature of the Business of your Company there are no
 particulars which are furnished in this report relating to conservation
 of energy and technology absorption.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The Foreign Exchange earnings and outgo of the Company for year under
 review amounted to Rs.  Nil.
 
 PARTICULARS OF EMPLOYEES
 
 There are no employees whose details are required to be given
 information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956 (the Act), read with the Companies (Particulars of
 Employees) Rules, 1975.
 
 ACKNOWLEDGEMENTS
 
 The Directors thank the Company’s customers, vendors, investors,
 business associates and bankers for the support to the Company.
 
 The Directors also thank the Government, Statutory and Regulatory
 authorities.
 The Directors appreciate and value the contributions made by every
 employee of the Company.
 
                           For and on behalf of the Board of Directors
 
                                                          Sanjay Minda 
                                                              Chairman
 
 Place: Mumbai 
 Date : 28.05.2011
 
 
 
 
Source : Dion Global Solutions Limited
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