To The Members,
The Directors have pleasure in presenting the 20th Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31, 2012.
(Rs. in Lacs)
Financial Results Year Ended Year Ended
Income 5.82 4.13
Profit /(Loss) before Tax &
extraordinary item (6.80) 1.62
Less : Provision for Taxation 0.00 0.77
Profit / (Loss) after Tax (6.80) 0.85
Less : Extra-Ordinary Items 17.92 0.00
Less : Statutory Reserves 0.46 0.33
Add/(Less) : Provision of NPA Written Back 0.00 (40.83)
Add: Profit/(Loss) brought forward
from Previous Year (109.11) (68.80)
Balance of Profit / (Loss)
carried forward (134.33) (109.11)
The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2011-2012. Directors are pleased to inform that
in spite of difficult times, your Company, based on its intrinsic
strength, has broadly maintained its performance.
Your Company is one of the NBFC Company is doing the business of
lending money to Corporate and HNIs. Beside this the Company is
investing its surplus fund in Shares & Securities.
As you are aware to this fact that the Securities Market is not
supporting to the businesses of the Company due to high volatility,
lack of liquidity or volume as well as due to the decision of staying
away from the Securities Market because of the negative returns as well
as disappearing results by average Companies in Financial Year 2011-12.
On other side there is a high risk while lending money to Borrowers
because of the high inflation as well as steep downfall in the income
level of common man. All these reasons have forced Company to stay away
from both Capital Market as well as Money Market and is looking for a
better time in both.
In view of loss as well carried forward losses, your Directors do not
recommend any Dividend for the year under review.
The Company does not have any material non-listed Indian subsidiary
whose turnover or net worth (i.e. paid- up capital and free reserves
exceeding 20% of the consolidated turnover or networth respectively, of
the listed holding company and its subsidiaries in the immediately
preceding accounting year.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
There is no Change in Management of the Company during the year under
In accordance with the requirements of the Companies Act, 1956 and as
per the provisions of Articles of Association of the Company, Mr.
Pankaj Kumar is liable to retire after conclusion of forthcoming Annual
General Meeting and is eligible, offers themselves for re-appointments
in the forthcoming Annual General Meeting. Except Mr. Pankaj Kumar
himself, none other Directors are interested in their respective
re-appointments. Further, none of the Directors of the Company are
disqualified under section 274(1)(g) of the Companies Act 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2012, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 period.
3. The Directors had 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.
4. The Directors had prepared the annual accounts on a going
The Company being basically in to the business of NBFC and is lending
its fund to Corporate Clients and HNIs. Beside this the Company is
investing its fund in the Capital Market. Due to said line of business,
the requirement, regarding and disclosures of Particulars of
conservation of energy and technology absorption prescribed by the rule
is not applicable to us.
Your Company believes that in addition to progressive thought, it is
imperative to invest in research and development to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has invested its money for acquiring
latest Computer hardware and software.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
The Auditors M/s U. S. Agarwal & Associates, Chartered Accountants,
Kolkata hold the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors U/S
224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed. The
shareholders are requested to appoint Auditors and fix their
COMMENTS ON AUDITOR''S REPORT :
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There were no employees in Company during the year under review. The
information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The Company is having no business other than the business of Investing
in Securities Market as well as to lend money to Corporate and HNIs
during the year under review and hence the information regarding
conservation of energy, Technology Absorption, Adoption and innovation,
the information 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, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review. PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited and The Calcutta Stock Exchange Ltd. Pursuant to
Clause 49 of the Listing Agreement, a Report on the Corporate
Governance and the Auditors Certificate on Corporate Governance are
annexed to this report.
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, August 13, 2012
By order of the Board
For MINOLTA FINANCE LIMITED
Registered Office :
37 A&B, Stephen House
4, B.B.D. Bagh (East) Sd/- DINESH KUMAR PATNIA
Kolkata-700 001 Chairman