The Directors present the Eighth Annual Report of your Company and the
audited accounts for the year ended March 31, 2012.
For the Financial Year Ended
Particulars 31.03.2012 31.03.2011
Income 33,077,102 23,016,474
Less : Expenditure 16,665,868 33,056,294
Profit / (Loss)
before taxation 16,411,234 (10,039,820)
Less : Provision for tax 1,235,866 1,484,240
Profit / (Loss) after tax 15,175,368 (11,524,060)
Less : Transfer to Statutory
Reserve Fund 3,035,074 Nil
forward from previous year 17,188,180 28,712,239
forward 29,328,473 17,188,180
In order to conserve the resources for operations, your Directors do
not recommend any dividend on equity shares for the year ended March
REVIEW OF OPERATIONS
Your Company has recorded good performance during the year under
review. Inclusive of income by way of dividend, interest and security
commission, the total income of your Company during the financial year
was Rs. 33,077,102 compared to Rs. 23,016,474 in the previous financial
year. The total expenditure during the year was Rs. 16,665,868 against
Rs. 33,056,294 in the previous financial year. Your Company has
recorded a net profit of Rs. 15,175,368 for the year versus net loss of
Rs. 11,524,060 in the previous financial year.
A sum of Rs. 3,035,074 (previous year: Nil), has been transferred to
Statutory Reserve Fund, pursuant to the provisions of Section 45-IC of
the Reserve Bank of India Act, 1934.
Your Company continues to hold strategic investments in the UB Group
Companies. As the performance of the investee companies is on the
growth path, it is expected that the dividend distribution by the
investee companies would increase in the years to come.
The Company will continue to focus on making long-term strategic
investments in various existing/new ventures, besides consolidating the
existing investments, as and when opportunities and resources are
CONVERSION OF OPTIONALLY CONVERTIBLE DEBENTURES INTO EQUITY SHARES OF
During the year under review, Kingfisher Finvest India Limited, one of
the promoters of your Company had exercised the option to convert
641,350 10% Optionally Convertible Debentures of the face value of Rs.
100 (OCDs) each and was allotted 635,000 equity shares of Rs. 10
each fully paid-up, on a preferential basis, at a price of Rs. 101.00
per equity share as per SEBI guidelines.
Subsequent to the balance sheet date, Kingfisher Finvest India Limited,
further exercised the option to convert the balance 297,909 OCDs and
was allotted 607,977 equity shares of Rs. 10 each fully paid-up, on a
preferential basis, at a price of Rs. 49.00 per equity share as per
During the year under review the Authorized Capital of your Company
remained unchanged at Rs. 150,000,000 divided into 15,000,000 equity
shares of Rs. 10 each.
The issued, subscribed and paid-up equity share capital of your Company
has increased from Rs. 127,492,810 divided into 12,749,281 equity
shares of Rs. 10 each fully paid-up to Rs. 139,922,580 divided into
13,992,258 equity shares of Rs. 10 each fully paid-up, consequent to
the allotment of 1,242,977 equity shares of Rs. 10 each fully paid- up
to Kingfisher Finevest India Limited, on a preferential basis, on August
08, 2011 and April 17, 2012.
Mr. S Narasimha Prasad and Mr. M R Doraiswamy Iyengar, Directors,
retire by rotation and being eligible, offer themselves for
The Board of Directors of the Company, at its Meeting held on August
08, 2012, has re-appointed Mr. A Harish Bhat as Managing Director of
the Company in terms of Section 269 of the Companies Act, 1956, for a
further period of three years, with effect from November 6, 2012,
without remuneration, subject to the approval of the Shareholders at
the Annual General Meeting.
As per the declarations received, none of the Directors of the Company
is disqualified to be appointed as a Director of any Public Limited
Company in terms of Section 274 (1) (g) of the Companies Act, 1956.
M/s. Vishnu Ram & Co., Chartered Accountants, the retiring Auditors,
are eligible for re-appointment at the ensuing Annual General Meeting
and it is necessary to fix their remuneration.
REGISTRATION WITH RESERVE BANK OF INDIA AS NON BANKING FINANCIAL
Your Company continues to be a Non-Banking (non deposit taking)
Financial Company, duly registered, with Reserve Bank of India under
the provisions of Section 45-IA of the Reserve Bank of India Act, 1934.
LISTING OF EQUITY SHARES OF THE COMPANY
The equity shares of your Company continue to be listed on Bangalore
Stock Exchange Limited (Regional Exchange), Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. The Annual
Listing fees for the year 2012-13 have been paid to these Stock
The trading in the equity shares of your Company is under compulsory
dematerialization mode. As on August 03, 2012 (i.e. date of last
benpos), equity shares representing 96.38% of the equity share capital
are held in dematerialized form.
A report on Corporate Governance is annexed separately as part of the
Annual Report along with a certificate of compliance from the Auditors.
Necessary requirements of obtaining certifications / declarations in
terms of Clause 49 of the listing agreement with the stock exchanges
have been complied with.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the listing agreement with the stock
exchanges, Management Discussion and Analysis Report is annexed and
forms an integral part of the Annual Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION ETC.
Your Company has not undertaken any activity relating to conservation
of energy and technology absorption and hence there is nothing to be
disclosed pursuant to Section 217 (1) (e) of the Companies Act, 1956.
During the year under review, the Company had no transactions in
foreign exchange and no expenditure was incurred on Research &
The Company has no employee in respect of whom Statement under Section
217 (2A) of the Companies Act, 1956, is required to be annexed.
The Company has not accepted any deposits from public during the year.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required in terms of Section 217 (2AA) of the Companies Act, 1956,
your Directors state and confirm that -
a. in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures;
b. 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 of the
Company for that year;
c. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
d. they have prepared the Annual Accounts on a going concern basis
Your Directors wish to acknowledge the co-operation, understanding and
support extended by the Group Companies, Regulatory bodies,
Shareholders and Bankers.
By Authority of the Board
August 08, 2012 Dr. Vijay Mallya
New Delhi Chairman