Almondz Capital and Management Services
BSE: 511589 | NSE: N.A | ISIN: INE323B01016 | Finance - Investments
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Directors Report | Year End : Mar '08 |
The Board of Directors of your Company have pleasure in presenting the
16th Annual Report of the Company alongwith the Audited Statement of
Accounts and the Auditors Report for the Year ended 31st March, 2008.
FINANCIAL HIGHLIGHTS
Financial Results of the Company for the year under review are
summarized as under :
(Rs. in Lacs)
Year Ended Year Ended
31.03.2008 31.03.2007
Gross Income 97.50 184.21
Profit Before Interest, Depreciation & Tax 47.71 105.90
Less / (Add): Prior Period Items Expenses /
(Income) 2.73 (30.50)
Less : Interest 0.18 1.05
Less : Depreciation 2.12 3.63
Less : Taxes 1.79 4.01
Net Profit After Tax 40.89 127.71
Profit Brought Forward 417.09 343.60
Profit Available for Appropriation 457.98 471.31
Appropriation
Provision for Proposed Dividend - 47.55
Corporate Dividend Tax - 6.67
Balance carried forward to Balance Sheet 457.98 417.09
RESULTS
Revenues : Total revenues for the year ended March 31, 2008 amounted to
Rs. 97.50 Lacs.
Profits : Profit before interest, depreciation and tax for the
Financial Year 2007-08, is amounted to Rs. 47.71 Lacs. The Profit after
Tax for the Financial Year is Rs. 40.89 Lacs as against Rs. 127.71 Lacs
in the previous Financial Year, however, for the Financial Year ended
31st March, 2008, the surplus carried to the Balance Sheet is amounted
to Rs. 457.98 Lacs as against the surplus of Rs. 417.09 Lacs in the
last Financial Year ended 31st March, 2007.
NBFC REGISTRATION
The Company has filed an Application to Reserve Bank of India for
registering as Non Banking Financial Company. The application is for
consideration at the Central Office of RBI, Mumbai.
INVESTMENTS
Your Company had subscribed 10205000 Equity Shares of erstwhile Almondz
Capital Markets Pvt. Ltd., a Company promoted by the Group, which was
engaged in the stock broking business. Almondz Capital Markets Pvt.
Ltd., got amalgamated with one of the group Company namely Almondz
Global Securities Ltd. Consequent to the amalgamation the Company got
3401667 Equity Shares in the ratio of 1 Equity Shares for every 3
Equity Shares held in the erstwhile Company. The consolidated holding
along with the previous holding in Almondz Global Securities Ltd., is
11802667 Equity Shares.
Almondz Capital & Management Services Ltd., has also Invested in other
Group Companies which includes 255000 Equity Shares of Almondz
Insurance Brokers Pvt. Ltd., and 5000 Equity Shares of Latitude 23
Communications Ltd.
DIVIDEND
It is felt for your Company to conserve the resources, your Directors
have decided not to recommend any dividend on the Equity Shares of the
Company for the current Financial Year.
INCREASE IN SHARE CAPITAL
During the year 2007-08, your Company made a Preferential Issue of
505900 Equity Shares. The Equity Shares were allotted to one of the
Promoters namely M/s Innovative Money Matters Pvt. Ltd. and to
Dharmayug Investments Ltd. (Bennett Coleman Group) which were all
subscribed. Subsequent to Preferential Issue, the Paid-up Share Capital
of the Company increased from Rs.101608131/- to Rs. 106667131/-
consisting of 10015900 Equity Shares fully paid-up of Rs. 10/- each.
FIXED DEPOSITS
The amount of the unclaimed deposits of Rs. 1.33 Lacs, lying in the
Escrow Account maintained with HDFC Bank Ltd. (formerly Centurion Bank
of Punjab Ltd.,) along with the interest accrued thereon, were
transferred to the Investor Education & Protection Fund (IEPF) on 9th
January 2007 pursuant to Section 205C of the Companies Act, 1956.
During the year under report, the Company has not accepted any deposit
from public. There is no deposit with the Company now.
SUBSIDIARY COMPANIES
The Company had two subsidiaries, viz., Almondz Capital Markets Private
Limited and Almondz Commodities Private limited. Consequent to the
order of the Honble High Court of Delhi, Almondz Capital Markets
Private Limited got merged on 31st March 2008, with one of the Group
Company namely Almondz Global Securities Limited and therefore ceased
to be the subsidiary of your Company. Almondz Commodities Private
Limited which was subsidiary of Almondz Capital Markets Private Limited
also ceased to be subsidiary of your Company, consequent upon merger of
Almondz Capital Markets Private Limited.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, covering matters listed
in Clause 49 of the Listing Agreement for the year under review, is
given as a separate statement elsewhere in the Annual Report.
DIRECTORS
During the year under report the Company has lost one of its Directors
Mr. Mahendra Kumar Aggarwal due to his sudden demise. The Board places
on record its heartfelt condolence and pray God that his soul lie in
peace.
Mr. Chand Krishna Tikku was appointed as an Additional Director of the
Company w.e.f. 03.01.2008. His period of office expires at the
commencement of the ensuing Annual General Meeting. The Company has
received Notice under Section 257 of the Companies Act, 1956, in
respect of his appointment as Ordinary Director, liable to retire by
rotation, at the forthcoming Annual General Meeting.
Mr. Shiam Sunder Lal Gupta was appointed as an Additional Director of
the Company w.e.f. 30.07.2008. His period of office expires at the
commencement of the ensuing Annual General Meeting. The Company has
received Notice under Section 257 of the Companies Act, 1956, in
respect of his appointment as Ordinary Director, liable to retire by
rotation, at the forthcoming Annual General Meeting.
Mr. Sanjay Grover, Director of the Company, is due to retire by
rotation at the ensuing Annual General Meeting of the Company and being
eligible, offers himself for re-appointment.
A brief resume of the Directors being appointed/re-appointed, nature of
their expertise in the specific functional areas, and names of
companies in which they hold the Directorship and/or
Membership/Chairmanship of Committees of the Board, as stipulated under
Clause 49 of the Listing Agreement, are given in the Statement of
Corporate Governance elsewhere in the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors Responsibility Statement, it
is hereby confirmed:
(a) that in preparation of the Balance Sheet and the Profit & Loss
Account of the Company, the applicable accounting standards have been
followed alongwith the proper explanation relating to the material
departures;
(b) that the Directors 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 or loss of the Company for that period;
(c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS AND AUDITORS REPORT
M/s H. K. Chhabra & Co., Chartered Accountants, Statutory Auditors of
the Company will retire at the conclusion of the forthcoming Annual
General Meeting are recommended for re-appointment as Auditors of the
Company. A letter from them confirming that, if they are re-appointed
as the Statutory Auditors of the Company, such appointment will be in
accordance with the provisions of Section 224(1B) of the Companies Act,
1956, and they are not disqualified in terms of Section 226 of the
Companies Act, 1956, from being appointed as the Statutory Auditors of
the Company, has been received.
The notes to the accounts referred to in the Auditors Report are
self-explanatory and therefore, do not call for any further comments.
STATUTORY STATEMENT
The statements, pursuant to Section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, with respect to the conservation of
energy, technology absorption, foreign exchange earnings and outgo, and
pursuant to Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, with respect to the
employee(s) of the Company drawing remuneration exceeding the sum
prescribed therein, are not applicable to your Company. Your Company
has not accepted any Fixed Deposits during the year under review. The
Equity Shares of the Company are listed at Delhi Stock Exchange Ltd.
and Bombay Stock Exchange Ltd. and the Annual Listing fees have been
paid to each of these Stock Exchanges.
CORPORATE GOVERNANCE
The Company continues to comply with the requirement of the Listing
Agreements with the Stock Exchanges where the Companys Shares are
listed. In addition to the basic governance issues, the management lays
strong emphasis on transparency, accountability and integrity.
In terms of the provisions under Clause 49 of the Listing Agreements,
your Company has complied with requirements of Corporate Governance and
a report on Corporate Governance together with a Certificate from the
Auditors of the Company confirming compliance of Clause 49 of the
Listing Agreements is attached in this Report.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the assistance, co-operation and trust reposed in your Company by the
Investors, Banks, Securities and Exchange Board of India, Reserve Bank
of India, Stock Exchanges and other Government Authorities during the
financial year under review.
Your Directors also wish to place on record their sincere appreciation
of the contribution made by the Employees of the Company and are
thankful to the Shareholders for their continued patronage and support.
For and on behalf of the Board of Directors
New Delhi GOVIND PRASAD AGRAWAL RAMESH PEER
July 30, 2008 Director Managing Director |
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| Source : Religare Technova | |
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