The Directors are pleased to present the Annual Report together with
Audited Financial Accounts of your Company for the Financial Year ended
March 31, 2012.
FINANCIAL RESULTS Year ended Year ended
31st March, 2012 31st March, 2011
(Rs. In 000) (Rs. In 000)
Profit before Tax 6657554.09 2956142.27
Provision for tax 2700560.00 896908.00
Profit after Tax 3956994.09 2059234.27
During the FY 2011-12, the Company reported gross revenue from
operations of Rs. 182310.45 Lacs as against Rs. 227710.34 Lacs during
the Fy 2010-11 and record the net profit Rs. 39569.94 for the FY
2011-12 as against the net profit of Rs. 20592.34 Lacs
To conserve resources for the long term needs of the Company, your
Directors do not recommend payment of any dividend for the year.
Ms. Shikha Kapasi and Mr. Hitesh Dave, retire at the ensuing Annual
General Meeting of the Company and being eligible, offer themselves for
None of Directors are disqualified from being re-appointed as Directors
of the Company as per the disclosure received from them pursuant to
Section 274(1)(g) of the Companies Act, 1956.
Your Board recommends the reappointment of the above Directors at the
ensuing Annual General Meeting.
During the year 2011-12, Mr. Narendra P. Ganatra resigned from the
board w.e.f. 19.01.2012 and Mr. Mahesh Bhanushali & Mr. Pravinchandra
Haria ceased to be associated with the board w.e.f. 25.07.2012 due to
their resignation. Your Directors place on record their appreciation
for the contribution and guidance rendered to the Company during their
tenure and wish them all the luck for their future endeavours.
M/s Shah Jadavji & Co. Statutory Auditors of the Company retire at the
conclusion of the ensuing Annual General Meeting of the Company. The
Company has obtained a certificate from them stating that their
appointment, if considered and approved, will be within the limits of
Section 224(1B) of the Companies Act, 1956. The Company has also
obtained a certificate from them stating that they have subjected
themselves to the Peer Review Process of Institute of Chartered
Accountants of India (ICAI). Being eligible, they offer themselves for
re-appointment as Statutory Auditors for the FY 2012-13.
Your Directors have, in compliance with the provisions of Section 292A
of the Companies Act, 1956 and Clause 49 of the Listing Agreement,
constituted the Audit Committee of the Board.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors of your Company hereby confirms:
1) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure, if any;
2) that the Directors 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 as at the end of the financial year and of
the Profit and Loss of the Company for the period;
3) that the Directors 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
4) that the Directors have prepared the annual accounts on a going
MANAGEMENT DISCUSSION & ANALYSIS
A separate report on Management Discussion & Analysis is appended to
this Annual Report and forms part of this Directors'' Report.
In compliance with Clause 49 of the Listing Agreement, a detailed
Report on Corporate Governance is enclosed as a part of this Annual
Report. A certificate from a Statutory Auditors regarding compliance of
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement, is appended to this Annual Report and forms part
of this Directors'' Report.
The Company has neither invited nor accepted any Fixed Deposits, within
the meaning of Section 58-A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975 made there under.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information as required under Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988, forms to extent applicable are
Details of Conservation of Energy:
The operations of your company do not consume high level of energy.
However, adequate measures have been taken to conserve energy by using
efficient computers and peripherals.
Foreign Exchange Earnings : Nil
Foreign Exchange Outgo : Nil
Research and Development : Nil
Adaptation & Innovation : Nil
PARTICULARS OF EMPLOYEES:
As there are no employees employed by the company falling within
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 hence relevant disclosures are
The Board acknowledges the support extended by employees, shareholders,
bankers and clients and look forward for their continued support.
For and on Behalf of the Board
Gemstone Investments Limited
Date: September 04, 2012