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0 To the members,
The Directors have pleasure in presenting the 26th Annual Report of
your company together with the audited accounts of the company for the
year ended 31st March 2012.
FINANCIAL RESULTS
(Rs. In Lacs)
Year ended Year ended 31-3-2012 31-3-2011
Income 531 2208
Profit before Interest, Depreciation &
Tax 479 1222 Less:
i) Provision for Depreciation 5 5
ii) Provision for Taxation 35 351
iii) Deferred Tax Liability/(Asset)
for the year 77 (53)
iv) MAT Credit entitlement - (269)
Profit After Tax 362 1189
Less: Loss from discounting operations 9 10
Add : Taxation related to discounting
operations (1) (1)
Less: Taxation related to earlier period - 1
Profit for the Year 354 1179
Add: Previous year profit brought forward 3916 8158
Balance Available for appropriations 4270 9337
Appropriations
Dividend (Proposed) 162 162
Tax on Dividend 26 26
Transfer to Reserve Fund 72 236
Transfer to General Reserves 1500 4997
Balance Carried to Balance Sheet 2510 3916
OPERATIONS
During the year your Company has earned a profit after tax of Rs. 354
lacs as compared to Rs. 1179 lacs in the previous year. The profit
earned is mainly on account of Mutual Fund Redemption, dividend and
Interest received.
DIVIDEND
Your directors are pleased to recommend a dividend of Re. 0.50 per
share i.e. 5% on the paid up equity share capital of the company for
the year ended 31st March 2012. The total payout of the company in
respect of dividend is Rs. 187.85 lacs (inclusive of Dividend Tax).
DEPOSITS
The Company has not accepted any deposit and the provisions of Section
58A of the Companies Act, 1956 are not applicable to the Company.
RBI REGULATIONS
Your Company continues to fulfill all the applicable prevailing norms
and standard laid down by the Reserve Bank of India (RBI) and regularly
filing all the returns.
DIRECTORS
Shri Ghanshyam Dass Singal is retiring by rotation at the ensuing
Annual General Meeting, and being eligible, offers himself for
re-appointment.
Shri Praveen Bansal was appointed as the Additional Director of the
Company with effect from 21st December 2011, holds office up to the
date of the forthcoming Annual General Meeting of the company, being
appointed as director.
Shri Sanjiv Kumar Aggarwal was appointed as the Additional Director of
the Company with effect from 21st December 2011, holds office up to the
date of the forthcoming Annual General Meeting of the company, being
appointed as director.
Shri Radhey Shyam was appointed as Managing Director with effect from
21st December, 2011, subject to approval of share holders at the
forthcoming Annual General Meeting of the Company.
Shri Shiv Kumar Mittal has resigned from the Managing directorship on
21st December 2011. The Board wishes to place on record its sincere
appreciation for the valuable services rendered by him during his
tenure as Managing Director of the Company.
Shri Sanjay Mittal has resigned from the directorship on 21st December
2011. The Board wishes to place on record its sincere appreciation for
the valuable services rendered by him during his tenure as Director of
the Company.
AUDIT COMMITTEE
At present the audit committee comprises of the following Directors:
Shri Ghanshyam Dass Singal (Chairman)
Shri Praveen Bansal
Shri Sanjiv Kumar Agarwal
Shri Radhey Shyam
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate
Governance as prescribed in terms of clause 49 of the Listing Agreement
with the Stock Exchanges. A separate report on Corporate Governance is
included as a part of the Annual Report along with Auditor''s
Certificate on its compliance.
SUBSIDIARY COMPANIES
Jindal Photo Investments Limited and Consolidated Finvest & Investments
Limited are the wholly owned subsidiary of your company and Jesmin
Investments Limited is also a subsidiary of the company.
LISTING OF COMPANY''S SHARES ON STOCK EXCHANGES
The Company''s shares are listed on The National Stock Exchange of
India Limited (NSE).
The listing fee up to the year 2012-2013 has already been paid to the
stock exchange.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard-21 (Consolidated Financial
Statements), the Consolidated Financial Statements form part of this
report & accounts.
These Financial Statements have been prepared from the audited
financial statements received from Subsidiary Companies, as approved by
their respective Boards.
FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES
General Exemption Under Section 212(8)
The Ministry of Corporate Affairs, Government of India has allowed
general exemption to Companies from complying with Section 212(8) of
the Companies Act, 1956, provided such companies to publish audited
consolidated financial statements in the Annual report. Your Board has
decided to avail the said general exemption from applicability of
provisions of Companies Act, 1956 and accordingly, the Annual Accounts
of the Subsidiaries of the Company viz. Jindal Photo Investments
Limited, Consolidated Finvest & Investments Limited and Jesmin
Investments Limited for the financial year ended March 31, 2012 are not
being attached with the Annual report of the Company and the specified
financial highlights of the said Subsidiary Companies are disclosed in
the Annual Report, as part of the Consolidated Financial Statements.
The Audited Annual Accounts and related information of the subsidiaries
will be made available, upon request and also be open for inspection at
the Registered Office, by any Shareholder.
AUDITORS
M/s Kanodia Sanyal & Associates, Chartered Accountants, New Delhi, the
auditors of your Company, retire at the ensuing Annual General Meeting
and your directors recommend their re-appointment. They have furnished
a certificate to this effect that their re-appointment, if made, will
be in accordance with sub-Section (1B) of Section 224 of the Companies
Act, 1956.
AUDITORS'' REPORT
The comments/observations of Auditors are explained in the Notes to the
Accounts, forming part of the Balance Sheet as at 31st March, 2012 and
Profit and Loss Account for the year ended on that date are self
explanatory and, therefore, do not call for any further comment under
Section 217(3) of the Companies Act, 1956.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The provisions of clause 2(A) (d) of the Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988, in so far
as it relates to conservation of energy and technology absorption are
not applicable, as the company does not have any manufacturing
activity.
The Company is also not having any foreign exchange earnings and outgo
during the period under review.
PERSONNEL
Your Directors would like to place on record their appreciation of the
dedicated and loyal services rendered by the officers and staff of the
Company.
The information required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employee) Rules, 1975 are
not applicable to the Company as there is no employee who has received
the remuneration of Rs. 5,00,000 per month and/or above or Rs.
60,00,000 per annum and/or above during the year under review.
DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956.
The Directors confirm:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures, if any;
b) That they 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 financial year and of the profit or loss
of the company for the year under review;
c) That they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, and for preventing and detecting frauds and other
irregularities;
d) That they have prepared the annual accounts on a ''going concern''
basis.
ACKNOWLEDGEMENT
The Directors express their gratitude towards the Banks and various
other agencies for the cooperation extended to the company. The
Directors also take this opportunity to thank the shareholders for the
confidence reposed by them in the company.
The employees of the company contributed significantly in achieving the
results. The Directors take this opportunity to thank them and hope
that they will maintain their commitment towards excellence in the
years to come.
For and on behalf of the Board
(G.D. Singal)
Director
(Radhey Shyam)
Managing Director
Place : New Delhi
Dated : 9th August, 2012 |
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