The Members,
The Board of Directors are pleased to present herewith the Sixteenth
Annual Report of your Company together with the Audited Accounts for
the year ended 31st March, 2011.
1. FINANCIAL RESULTS
(Rs. In Lakhs)
Particulars Year Ended Year Ended
31st March, 2011 31st March, 2010
Gross Total Income 2909.51 3424.80
Expenditure 2485.67 2733.10
Interest 31.59 49.74
Gross Profit ( Loss ) 392.25 641.96
Depreciation 39.42 38.22
Profit / (Loss) Before Tax 352.83 603.74
Provision for Taxation
Current 117.00 211.00
Deferred -0.65 -6.57
Provision for Earlier Year -0.09 0.02
Net Profit (Loss) after Tax 236.57 399.29
Balance B/f from last Year 2312.74 2042.95
Proposed Dividend and
Tax thereon 129.08 129.50
Balance c/f to the
Balance Sheet 2420.23 2312.74
2. DIVIDEND
Your Directors have recommended a dividend of Rs. 0.80 per share (Rs.
0.80 per share for the previous year) on the Equity Shares of the
Company, aggregating to Rs.1,29,07,650/-(including Distribution tax on
Dividend).
3. REVIEW OF PERFORMANCE
During the year under review the Gross Total Income of the Company
decreased to Rs. 2909.51 Lakhs from Rs. 3424.80 Lakhs and Net Profit
after tax decreased to Rs. 236.57 lakhs from Rs.399.29 Lakhs.
The Company has been providing capital market services through the
network of branches and sub- brokers/authorised persons as Member of
Cash Segment of NSE & BSE and the Trading-cum-Clearing Member of
Derivatives Segment of both the Exchanges. The Company is also
operating as a Depository Participant of Central Depository Services
(I) Ltd.
M/s. Joindre Commodities Ltd., a subsidiary of the Company, is
providing services for trading in commodity futures as a members of
NCDEX & MCX.
Joindre DMCC, Dubai a subsidiary of the Company has been deregistered
w.e.f. 4-10-2010 and no activities were carried out by the said company
during the year under review.
The Research Division of the Company has been providing value added
services to our clients in capital and commodities market.
As regards the turnover fee liability of SEBI, refer to note no. 9 to
the notes forming parts of accounts, which is self explanatory.
4. DIRECTORS
Mr. Shankar Khandelwal, Mr. Mahendra Kumar Jain, Mr. Haresh Mehta and
Mr. Ravi Sant Jain, Directors of the Company, retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
Mrs. Sonali Chaudhary has been appointed as an Additional Director
under Article 114 of the Articles of Association of the Company on
16-05-2011 and she holds the office upto the date of this Annual
General Meeting. The Company has received a notice in writing from a
member signifying his intention to propose the appointment of Mrs.
Sonali Chaudhary as Director of the Company, liable to retire by
rotation.
Mr. Nirmal Khetan has resigned as Director of the Company w.e.f.
16-05-2011. The Board recorded its appreciation for the valuable
contribution made by him during his tenure as Director.
5. TERMINATION OF LICENCE AND DE-REGISTRATION OF M/S. JOINDRE DMCC,
DUBAI, THE SUBSIDIARY OF THE COMPANY
Joindre DMCC, Dubai, has been deregistered w.e.f. 4-10-2010 as per the
approval received from Dubai Multi Commodities Centre vide their letter
dated 27- 10-2010 and no activities were carried out by the said
company during the year under review. The Holding Company is in the
process of divesting the membership of erstwhile Joindre DMCC.
6. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
In terms of 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, your Directors wish to state that the same is
not applicable to the Company.
7. FIXED DEPOSITS
The Company has not accepted any deposits from public.
8. PARTICULARS OF EMPLOYEES
Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975, as amended are not given as no Employee of the Company is
in receipt of remuneration of Rs. 60,00,000/- per annum or Rs.
5,00,000/- per month.
9. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
state:
i. That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures.
ii. That appropriate accounting policies have been selected and applied
consistently and judgment and estimates made by them 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.
iii. That proper and sufficient care has been taken 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.
iv. That the Annual Accounts have been prepared on a going concern
basis.
10. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Corporate Governance Report is separately given in this
Report. The Auditor''s Certificate on Corporate Governance is also
annexed to this report.
11. SUBSIDIARY COMPANY
As on 31st March, 2011, the Company has following wholly owned
subsidiary:
i. Joindre Commodities Limited.
In terms of Section 212(a) of the Companies Act, 1956, the Central
Government, Ministry of Corporate Affairs vide its General Circular No.
2/2011 dated 8th February, 2011 has granted a general exemption to the
Companies from the requirement of attaching to its Annual Report, the
Balance Sheet, Profit and Loss Account and the Report of the Directors
and Auditors thereon of its subsidiary. Accordingly the same is not
attached to the Balance Sheet of the Company. Shareholders who wish to
have a copy of Annual Accounts of subsidiary company may write to the
Company Secretary at the Registered Office of the Company.
12. CONSOLIDATION OF FINANCIAL STATEMENTS
In accordance with the above referred circular and with the Accounting
Standards AS - 21 notified by Companies (Accounting Standards) Rules,
2006, the Consolidated Financial Statements covered in this report by
the Company include financial information of its above referred
subsidiary companies and forms part of this Annual Report.
13. LISTING OF SHARES
The Company''s shares are listed on Bombay Stock Exchange Ltd., Mumbai
and the Company has paid the Listing Fees for the same.
14. AUDITORS
M/s. Banshi Jain & Associates, Chartered Accountants retire at the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment. The Company has received a certificate from them
to the effect that their re-appointment, if made would be within the
prescribed limits specified under Section 224(1B) of the Companies Act,
1956.
16. ACKNOWLEDGMENT
The Board wishes to place on records its appreciation to all its
Shareholders, Customers, Bankers, Stock Exchange Authorities and
Employees for the co- operation and contributions made by them at all
levels.
By Order of the Board
Subhash Agarwal Anil Mutha
(Whole Time Director) (Whole Time Director)
Registered Office:
32 Raja Bahadur Mansion, Ground Floor,
Opp. Bank of Maharashtra,
Mumbai Samachar Marg,
Fort, Mumbai- 400 023.
Place : Mumbai
Date : May 30, 2011
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