To The Members
The Directors present their 31st Annual Report with Audited Statement
of Accounts for the year ended on March 31.2012.
(Amt. In Lacs)
Particulars Year Ended 31/03/2012 Year Ended 31/03/2011
Income 1297.43 790.25
Profit before Pep. S Int. 1.70 37.60
Depreciation 82.63 17.52
Interest 0.00 0.00
Profit after Depreciation
B Interest (80.93) 20.07
Provision for Taxation 0.00 3.72
Provison for Tax (deterred) 0.00 8.61
Profit after Tax (80.93) 7.74
Net profit/ (Loss) (80.93) 7.74
Amount Available for
Appropriation (80.93) 7.74
Balance carried to Balance
Sheet (80.93) 7.74
During the year Company''s total revenue including other income is Rs
1297.43 lacs as compared to Rs. 790.25 lacs in the previous year and
thereby registering an increase of 64.18% as compared to the previous
year. The total expenditure during the year under review was Rs.
1378.36 Lakhs against Rs. 77D.I7 Lakhs in the previous year registering
an increase of 78.97% as compared to the previous year. The Net Profit
after tax was Rs. (80.93) Lakhs against Rs. 7.73 Lakhs in the previous
year, registering an decrease of 1146.96% as compared to the previous
Your Directors decided to plough back the profit and therefore dividend
is not declared.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mrs. Tanu Diriraj Kishor Agarwal
retire by rotation at the ensuing Annual General Meeting, and being
eleigible offers herself for reappointment.
Your Company has appointed Mr. Girraj Kishor Agrawal as a Managing
Director of Company in place of Mr. Ganpatsingh Rajput who has resiged
as Managing Director w.e.f. D8/06/2DI2 due to his preoccupation.
Mr. Bhavesh Desai and Amitabh Srivastava has resigned as the directors
from the Board of the Company with effect from D8/06/2DI2. During
their tenure as Director, they have greatly contributed to the
performance of the Company by their vast knowledge and experience.
Mr. Tushar Rane has ben appointed as an additional director on Board of
the Company with effect from 19/06/2012. Your Directors recommend the
appointment of Mr. Tushar Rane as a Director of your Company at the
forthcoming Annual General Meeting.
During the year your company has not accepted any deposits within the
meaning of Section 58A of The Companies Act, 1956.
There is no inflow and outflow of Foreign Exchange.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 2I7(2AA) of the Companies
Act, I95B, with respect to Directors'' Responsibility Statement, it is
3) That in the preparation of the accounts for the financial year ended
31st March 2012 the.applicable accounting standards have been followed,
along with proper explanation relating tQ all material departures.
b) That they have, in the selection of the accounting policies,
consulted the statutory auditors and have 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 financial year and of th^profit of the Company for that period.
c) They have taken proper and sufficient care to the best of their
knowledge and ability 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.
d) That the Directors have prepared the accounts for the financial year
ended 3!st March 2DI2 on a going concern basis.
M/S. PRAVIN CHANDAK 5 ASSOCIATES, Chartered Accountants statutory
auditors of the Company retire at the forthcoming Annual General Meting
and, being eligible, offer themselves for re-appointment. The Company
has received a certificates from them under Section 224(1- B) S 226(3)
of the Companies Act, 1956.
Observations made in the Auditors'' Report are self-explanatory and
therefore do not call for any further comments under Section 217(3) of
the Companies Act, 1956.
SUB-DIVISION DF SHARES
In order to create long term value for its investors, and to allow
small investors to invest in company''s stock, during the year company
hcs sub-divided its equity share capital from face value of Rs.10/- per
share to Rs.l/- per sitere for which company has taken the approval of
members in last annual general meeting.
During the year company has carried out Postal ballot for Change in
Name from Tilak Finance Limited to Out of City Travel Solutions Ltd and
alteration in Main Objects Clause from Finance to Travel Portal and
Solution and to appoint Mr. Ganpatsingh Rajput as Managing Director, to
provide intercorporate loan, make investment, giving securities and
guarantee beyond the limit specified u/s 372A of the companies Act, and
to increase the borrowing limit of the Company. Member approved the
same and company delclaried the result of postal ballot in board
meeting held on 05/12/2011.
Company has also conducted postal ballot for sale of its business
(Travel Portal Business (www.outofcity.com)) u/s 293 (I) (a) of the
Companies Act. I95B and member approved the same and company delclaried
the result of postal ballot in board meeting held on
CHANGE IN NAME
During the year company has changed its main object from Finance
activity to Travel portal and solution activity. So has been advised to
change its name from Tilak Finance Limited to Out of City Travel
Solutions Ltd to reflect main obejct of the company in its name for
which company has carried out postal ballot.
CHANGE IN MAIN DBJECT
After considering various proposals to diversify into certain new and
profitable business ventures, as is necessary in the fast changing
business and economy, the company had decided to venture into travel
business and to concentrate on it. The approval of the shareolders for
the change in the main objects and alteration in the Objects Clause of
the Memorandum of Association of the Company was carried out through
Postal Ballot and the result of the same had been declared by Board
Meeting held on 05th December, 2DII.
CHANGE IN REGISTERED DFFICE
The Board of Directors has approved shifting of registered office of
the company within the local limit of same city from Andheri (west) to
SALE DF TRAVEL PORTAL BUSINESS
As we are aware of that our Company''s current business operation
includes business of online travel agent and tour operator, which
requires huge capital expenditure and capex which ultimately affecting
the shareholders value. So during the year company has enetered into a
Technology Tranfer Agreement with Infibeam Incorporation Ltd, to sell
its travel technology and software related to travel portal against
which M/s. Infibeam Incorporation Ltd will issue Optionally Convertible
Redeemable Debenture (OCRD) to the Company of Rs.4,35,DD,000 (Four
Crore Thirty Five Lacs Only).
CONSERVATION DF ENERGY AND TECHNDLDGY ABSDRPTIDN
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1088, on conservation of energy and
Technology absorption is not applicable.
PARTICULARS DF EMPLOYEE
The information required under section 2I7(2A) of the Companies Act
I35B, read with the Companies (particulars of employees) Rules 1975,
forms part of this report - Not applicable.
LISTING OF SHARES
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year
2011-2012. - ,
GREEN INITIATIVE IN CORPORATE GOVERNANCE''
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29,2011 respectively), has undertaken
''Green initiative in corporate Governance'' and allowed companies to
share documents with its shareholders through an electronic mode.
Members are requested to support their green initiative by
registering/updating their email addresses, in respect of shares held
in dematerialised form with their respective depository participants
and in respect of shares held in physical form with RTA of the Company,
CORPORATE GOVERNANCE COMPLIANCE
As required under the listing agreement with the stock exchange,
corporate governance and management discussion and analysis report form
part of this Annual Report.
The Board of Directors wishes to express sincere thanks to Bankers,
Shareholders, clients, Financial Institutions, customers, suppliers and
employees of Companies for extending support during the year,
FOR BON BEHALF OF THE BOARD
DATED: 23/08/2012 Girraj