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Out of City Travel Solutions Directors Report, Out of City Reports by Directors
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Out of City Travel Solutions
BSE: 503663|ISIN: INE026L01022|SECTOR: Finance - Investments
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Download Annual Report PDF Format 2010
Directors Report Year End : Mar '12    « Mar 11
To The Members
 
 The Directors present their 31st Annual Report with Audited Statement
 of Accounts for the year ended on March 31.2012.
 
 Financial Results
 
                                                      (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
 
 FINANCIAL HIGHLIGHTS
 
 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
 year.
 
 DIVIDEND
 
 Your Directors decided to plough back the profit and therefore dividend
 is not declared.
 
 DIRECTORS ''
 
 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.
 
 DEPOSITS
 
 During the year your company has not accepted any deposits within the
 meaning of Section 58A of The Companies Act, 1956.
 
 FOREIGN EXCHANGE
 
 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
 hereby confirmed:
 
 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.
 
 O
 
 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.
 
 AUDITORS
 
 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.
 
 AUDITORS REPDRT
 
 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.
 
 POSTAL BALLDT
 
 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
 
 08/0S/20I2.  v
 
 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
 Gnregoan (west).
 
 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
 
 o
 
 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.
 
 0 .
 
 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.
 
 ACKNOWLEDGEMENT
 
 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 
 PLACE: MUMBAI 
                                                          SD- 
 DATED: 23/08/2012 Girraj
 
                                                      Kishor Agrawal
                                                         Chairman
Source : Dion Global Solutions Limited
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