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Dhandapani Finance and Investments
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Directors Report Year End : Mar '11
The Directors present their Twenty Fourth Annual Report together with
 the Audited accounts for the 18 months period ended March 31, 2011.
 
 1.  FINANCIAL RESULTS (Rs. In Lakhs)
 
 PARTICULARS                     For the 18 Months
                                 period ended
                                 31.03.2011              For the year
                                                      ended 30.09.2009
 
 GROSS INCOME                        1931.69              3075.17
 
 PROFIT/(LOSS).BEFORE INTEREST
  & DEPRECIATION                    (1621.76)             1293.99
 
 LESS: INTEREST                      2011.94              2551.47
 
 PROFIT/(LOSS) BEFORE 
 DEPRECIATION                       (3633.71)            (1257.48)
 
 LESS: EXCEPTIONAL ITEMS           (5534.42)
 
 ADD: EXTRA - ORDINARY ITEMS         1589.24                 -
 
 LESS: DEPRECIATION                   (98.31)              (66.35)
 
 PROFIT/(LOSS) BEFORE TAX           (2142.78)            (6858.25)
 
 PROVISION FOR TAXATION 
 (including FBT / Deferred tax) -                           2.78
 
 PROFIT / (LOSS) AFTER TAX          (2142.79)            (6861.03)
 
 ADD: BALANCE FROM LAST YEAR        (11016.26)           (4155.23)
 
 PROFIT/(LOSS) AVAILABLE FOR 
 APPROPROATION                      (13159.05)          (11016.26)
 
 PROPOSED DIVIDEND (Including 
 Dividend Tax) -                       -                    -
 
 TRANSFER TO STATUTORY RESERVE         -                    -
 
 TRANSFER TO GENERAL RESERVE           -                    -
 
 BALANCE CARRIED FORWARD           (13159.05)            (11016.26)
 
 2.  DIVIDEND
 
 In view of the losses posted by your company, the Board decided not to
 recommend any dividend during the period under review.
 
 3.  OPERATIONS
 
 During the period ending March 31, 2011, due to the paucity of funds
 the company was able to disburse only 2.31 crores as direct business and 
 Rs. 8.33 Crores under arrangement with FICCL as against a disbursement 
 of Rs. 27.02 Crores towards direct business and Rs.29.41 crores under 
 FICCL arrangement respectively for the 12 months period ending 30th 
 September 2009.
 
 The Company has already approached CDR for restructuring of its debts
 and expects to restart its asset finance business once further funds 
 infusion takes place.
 
 DFL is however continuing its focus on recoveries from customers and
 the same have been satisfactory during the period under review. The 
 Company is also looking into avenues of raising income through fee
 based sources viz., distribution of financial products including life &
 general insurance, mutual funds and fixed deposits.
 
 4.  RESOURCES
 
 DEPOSITS
 
 The Company has ceased taking deposits from 31.03.2005. In terms of the
 letter dated 28.12.2007 communicated by RBI, in response to the
 Companys application for conversion into Non deposit accepting
 company, all the outstanding deposits as on 07.03.2008 were transferred
 to an Escrow Account.
 
 As on March 31, 2011, unclaimed deposits totaling to Rs. 1.54 Lakhs
 including interest, which matured for payment, were awaiting
 instructions for repayment. The Company sends periodical reminders to
 deposit holders before transferring the same to Investor Education and
 Protection Fund as per the provisions of Section 205C of the Companies
 Act, 1956.
 
 5.  PRUDENTIAL NORMS
 
 Reserve Bank of India has prescribed prudential norms for registered
 Non Banking Financial Companies on various parameters. Your Company is
 in Category A indicating prompt and regular filing of returns.
 
 6.  ASSET LIABILITY MANAGEMENT COMMITTEE
 
 The company has an efficient Asset Liability Management Committee,
 which continuously monitors the Asset Liability mismatch. The committee
 meets at regular intervals.
 
 7.  EXPLANATIONS TO THE REMARKS IN AUDITORS REPORT:
 
 In response to the remarks made by the Statutory Auditor, the Board
 wishes to explain as follows.
 
 Reference to 
 the Auditors 
 Report          Head of Account            Reference to notes below
 
 3(a)            Negative net worth         Refer note 1
 
 5(0             Balance confirmation       Refer note 2
 
 5(g)           Donation                   Refer note 3
 
 5(h)            Re-appointment and 
                 increase in 
                 remuneration of the  
                 Managing Director          Refer Notes on Accounts SI
                                            No 10(b) of Schedule 18
 
 Notes
 
 1.  As a result of the extensive clean up of legacy issues initiated in
 March 2007. which continued until the year under review, companys net
 owned funds have fallen below the limit prescribed by RBI. Coupled with
 this, promoters of the company, DBZM were unable to infuse any further
 capital in to the company.
 
 2.  Company is in the process of obtaining balance confirmation from
 the parties and is hopeful of completing the exercise within the next
 60 days.
 
 3.  Company is in the process of moving application with Company Law
 Board under section 621A of the Companies Act, 1956.
 
 8.  CORPORATE GOVERNANCE
 
 Your Company is complying with the Code of Corporate Governance
 introduced by SEBI. A detailed repor on Corporate Governance together
 with a certificate from the Statutory Auditors in compliance of Clause
 4< of the Listing Agreement is attached which forms part of this
 Report.
 
 9.  MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management Discussions and Analysis report highlighting the performance
 of the company is attachec forming part of this Report.
 
 10.  OTHER DISCLOSURES
 
 a.  SUBSIDIARIES
 
 The Annual Accounts for the period ended March 31, 2011 of the
 Subsidiary Companies Dhandapan Holdings & Securities Ltd and
 Smartinvest Agency.Com Private Limited are annexed to youi Companys
 Annual Report.
 
 b.  CONSOLIDATED FINANCIAL STATEMENTS
 
 Consolidated financial statement for the period ended March 31, 2011
 prepared in accordance witr Accounting Standards 21 on Consolidated
 Financial Statements-issued by the Institute of Charterec Accountants
 of India, is also provided in this Annual Report in accordance with
 Clause 32 of the Listing Agreement.
 
 11.  DIRECTORS:
 
 Change in Directorship during the period:
 
 S.No.  Particulars                        Compliance
 
 1      Mr. S Mahadevan was appointed as 
        additional director with effect 
        from 24.02.2011                    Approvals of the Board of
                                           Directors obtained vide 
                                           Circular resolution dated
                                           24.02.2011 As per provisions
                                           of the Section 260 of the
                                           Companies Act, 1956, the 
                                           directors hold office only up
                                           to the forthcoming coming 
                                           Annual General Meeting. Your 
                                           directors recommended for his 
                                           regularization as the 
                                           director in the ensuing 
                                           Annual General meeting
 
 2-     Mr. Jaideep Krishna was appointed
        as additional director with effect
        from 20.05.2010                    Approvals of the Board of 
                                           Directors obtained vide
                                           Circular resolution dated 
                                           20.05.2010 As per provisions 
                                            of the Section 260 of the 
                                           Companies Act, 1956, the 
                                           directors hold office only  
                                           up to the forthcoming coming 
                                           Annual General Meeting. Your 
                                           directors recommended for his 
                                           regularization as the director 
                                           in the ensuing Annual 
                                           General meeting
 
 3      Mr. S Balachander was appointed 
        as additional director with 
        effect from 14.02.2011             Approvals of the Board of 
                                           Directors obtained vide the
                                           meeting dated 14.02.2011
 
 4      Mr. S Balachander was appointed 
        as Whole time director of the    
        Company 
                                           Appointed by the Shareholders 
                                           of the Company vide Postal 
                                           Ballot dated 08.04.2011
 
 5      Mr,T R Suresh was appointed as 
        additional director with effect 
        from 28.05.2011                    Approvals of the Board of 
                                           Directors obtained vide the
                                           meeting dated 28.05.2011. As 
                                           260 of the Companies Act, 
                                           1956 the directors hold 
                                           office only up to the
                                           forthcoming coming Annual 
                                           General Meeting. Your 
                                           directors recommended
                                           for his regularization as the
                                           director in the ensuing           
                                           General meeting
 
 6      Mr. G S Gusain, Nominee Director 
        appointed by Punjab National Bank
                                           Approval of the Board of 
                                           Directors obtained vide the 
                                           meeting dated 08.04.2011 He 
                                           is appointed as a Nominee 
                                           Director of the Company.
 
 7      Mr. David Chul Know Lee who was 
        a director of the Company, 
        has resigned from the Board on 
        16.12.2009                         The resignation was accepted 
                                           vide circular resolution dated 
                                           16.12.2009
 
 8      Mr. David Lawrence Culter. who 
        was a director of the Company 
        w.e.f. 15.05.2009, has resigned 
        from the Board on 16.12.2009       The resignation was accepted 
                                           vide circular resolution dated
                                           16.12.2009
 
 9      Mr. Tony Chung HO-Chang who was 
        director of the Company w.e.f.
        26.062 009, has resigned from 
        the Board on 16.12.2009            The resignation was accepted 
                                           vide circular resolution dated      
                                           16.12.2009
 
 10     Mr. S. Shravan who was a 
        director of the Company, has 
        resigned from the Board on 
        14.02.2011                         The Board Accepted the 
                                           resignation vide the
                                           board Meetings dated 03.03.2011 
 
 11     Mr, S Narayanan who was a 
        director of the Company, 
        resigned from the Board on 
        24.02.2011                         The Board Accepted the resignation 
                                           vide the board
                                           Meetings dated 03.03.2011
 
 12     Mr.  R Ravichandran.  
        Managing Director of the
        Company has resigned
        on 03rd March, 2011.               The Board Accepted his resignation 
                                           vide the board
                                           Meeting dated 03.03.2011
 
 Retirement by Rotation
 
 Mr. R Nagarajan, director liable to retire by rotation, being eligible
 has offers himself for reappointment.
 
 Disqualification of Directors:
 
 None of the Directors is disqualified to hold directorships under the
 provisions of Section 274(1) (g) of the Companies Act, 1956.
 
 12.  DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm:
 
 1.  That in the preparation of the annual accounts, the applicable
 accounting standards have been followed;
 
 2.  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 period and of the loss of the Company for
 the 18 months period ended March 31, 2011
 
 3.  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 for safeguarding the assets of the company and for
 preventing and detecting fraud and other irregularities; and
 
 4.  That they have prepared the annual accounts on a going-concern
 basis.
 
 13.  AUDITORS
 
 M/s P. B. Vijayaraghavan & Co, Chartered Accountants, Statutory
 Auditors of the Company retire at the ensuing Annual General Meeting
 and being eligible offer themselves for re-appointment.
 
 Your Directors propose to appoint M/s. Suresh and Balaji, Chartered
 Accountants as Joint Statutory Auditors along with M/s. P B
 Vijayaraghavan & Co., retiring Auditors of the Company. Accordingly a
 resolution is being brought forward for their appointment in the
 ensuing Annual General Meeting. A Certificate under Section 224(1B) of
 The Companies Act, 1956 has been received from them
 
 14.  STATUTORY STATEMENT
 
 A.  Statement pursuant to Sec.212 (3) of the Companies Act, 1956 in
 respect of Subsidiary Companies is annexed.
 
 B.  The equity shares of your Company are listed at the Bombay stock
 Exchange.
 
 C.  The Company has paid the Listing fees to Bombay stock Exchange for
 the years 2009-10, 2010-11 and 2011-12
 
 D.  Information under section 217(2A) of the Companies Act, 1956 read
 with Companies (Particulars of employees) Rules, 1975 is given
 hereunder:
 
 In terms of the provisions of section 217(2 A) of the Companies Act,
 1956 read with Companies (Particulars of Employees) Rules, 1975 as
 amended, the name and other particulars of employees are required to be
 set in the Directors report. However, as per the provisions of Section
 219(l)(b)(iv) of the Act, the annual report excluding the said
 information is being sent to all the shareholders and such particulars
 be available for inspection to the members at Registered Office of the
 Company during working hours till the date of Annual General Meeting.
 
 15.  INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
 
 The Company is a Non Banking Finance Company and has no activity
 relating to Conservation of Energy or technology absorption.
 
 The Company does not have any Foreign Exchange earnings and Outgo.
 
 16.  ACKNOWLEDGEMENTS
 
 Your Directors thank the Companys Bankers and the Financial
 Institutions for their valuable and timely support.
 
 Your Directors also thank the customers, vehicle manufacturers, dealers
 and share-holders for their support Your Directors sincerely appreciate
 the wholehearted effort and co-operation rendered by the employees at
 all levels.
 
                               for and on behalf of the Board
 
 Place: Chennai 
 
 Date: May 28, 2011                               R NAGARAJAN
 
                                                     Chairman
Source : Dion Global Solutions Limited
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