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
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