The Directors have pleasure in presenting their Twenty Seventh Annual
Report on the business and operations of the Company along with the
Audited Statements of Accounts for the year ended 31st March, 2012.
Financial Highlights 2011-2012 2010-2011
(Rs.in lakhs) (Rs.in lakhs)
Profit before Extraordinary Items 1033.68 2131.65
Less : Extraordinary Item 289.97 -
Profit before Tax 743.71 2131.65
Less:- Provision for Tax 320.00 725.00
Add :- Deferred Tax Assets 194.43 4.91
Less: Short provision for tax of
earlier year 222.43 22.67
Net Profit after Tax 395.71 1388.89
Add: Balance Brought Forward from
the Previous Financial Year 1988.79 1243.31
Less: Proposed Dividend 61.49 123.39
Less: Tax on Proposed Dividend 9.97 20.02
Less: Transfer to General Reserve - 500.00
Balance Carried Forward to Balance Sheet 2313.04 1988.79
After two years of strong growth, the Indian economy came under
pressure in the Financial Year 2011-12. The Gross Domestic Product
(GDP) growth rate fell to 6.1% during the December quarter, the lowest
in almost three years. As a consequence of the resulting uncertain
economic environment, global investors withdrew their capital from the
Indian markets. The net investment by Foreign Institutional Investors
(FIIs) in Indian stock markets during Financial Year 2011-12 was the
lowest in the last three years at Rs.47,935 crore. This movement also
triggered the weakening of the Indian Rupee with Dollar - Rupee
exchange rate moving from INR 44.5 = 1 USD to INR 57.22 = 1 USD during
1st quarter of Financial Year 2012-13.
The Indian capital markets also suffered during Financial Year 2011-12
providing negative returns for the first time in three years. The
subdued sentiments of the domestic investors is reflected in the fact
that even mutual funds were net sellers in the equity markets to the
tune of Rs.1,280 crore during this year.
High interest rates prevailing in the debt markets diverted flows from
equity markets to debt markets. During Financial Year 2011-12, a total
of about 9.5 lakh new investor accounts were opened in the country,
which is almost half of about 19 lakh new accounts opened during
previous Financial Year 2010-11. The pressures on the capital markets
are further highlighted by the Initial Public Offering (IPO) statistics
for the year; during Financial Year 2011-12 (34 Companies) raised only
Rs. 5,892.88 crore - the second lowest since Financial Year 2004-05.
While the Government of India has proposed various initiatives to
alleviate the prevailing situation such as allowing Qualified Foreign
Investors (QFIs) to access Indian Corporate Bond Market and simplifying
the process of IPOs, the challenges offered by an uncertain global
situation and delays in domestic policy implementation could prolong
the misery of the Indian economy.
Despite a volatile economic and market environment during the year, the
Company is maintaining its relationship with its existing clientele by
providing financial advisory services including Equity, Debt and Bonds
placements and dynamically building new relationship in its portfolio
of clients to enable the Company to take advantage of future
opportunities as and when economic conditions improve.
The Indian economy slowdown factors affected both the standalone and
consolidated top and bottom line of the Company. Standalone total
income for the year under review, reduced to Rs. 3797.68 lakhs as against
Rs. 4871.02 lakhs and Profit before tax reduced to Rs. 743.71 lakhs as
against Rs. 2131.65 lakhs, and Consolidated Revenue from Total Income
reduced to Rs. 6641.75 lakhs as against Rs. 8930.11 lakhs and the Profit
before Tax reduced to Rs. 1065.73 lakhs as against Rs. 2656.93 lakhs, for
the previous year.
The coal consultancy division of the Company continued it''s offering
Coal Consultancy Services as part of the Investment Banking services.
The said division has clocked revenues to the tune of Rs. 678 lakhs
during the year under review as against revenues ofRs. 475 lakhs, for the
During the year under review, the Company has not issued Equity Shares
consequently, the issued, subscribed and paid up Equity Share Capital
remains to Rs. 1229.69 lakhs as of March 31st, 2012.
During the year under review, due to a lower net profit and to conserve
resources, the Board of Directors of the Company, has for the year
ended March 31st, 2012, recommended a dividend @ 5% percent (paise 50
(fifty) per Equity Share of face value of Rs. 10/- each), subject to
approval of the shareholders at the Annual General Meeting. The
dividend, if declared as above, would involve an outflow of Rs. 61.48
lakhs towards dividend, and Rs. 9.97 lakhs towards dividend tax,
resulting in a total outflow of Rs. 71.45 lakhs.
During the year under review, the Company has eight Wholly Owned
Subsidiaries including one overseas subsidiary.
The Company has withdrawn the application for license from Monetary
Authority of Singapore (MAS) for its Singapore operations and existed
its operations, considering global gloomy business environment.
The Management has restructured human resources in its Institutional
broking and Equity Research operations of Infinity.Com Financial
Securities Ltd., due to falling volumes in equity market, cost
escalation and stiff competition.
The Company''s subsidiary PINC Energy Resources Pvt. Ltd., engaged in
coal trading and trading in other commodities has clocked turnover of Rs.
16462.00 lakhs and revenues to the tune of Rs. 65.00 lakhs.
Consolidated Financial Statements
In terms of General Circular of Ministry of Corporate Affairs (MCA)
granting exemption to all the Companies having subsidiaries, not to
attach to the Holding Company''s Balance Sheet, Accounts and other
documents of all its existing subsidiaries, including its overseas
subsidiaries, the Board of Directors of the Company has resolved not to
publish and attach copies of the standalone Annual Audited Accounts of
all its existing subsidiaries, including its overseas subsidiary, and
instead to publish the Consolidated Accounts. Copies of the Annual
Audited Accounts of all its existing subsidiaries, including its
overseas subsidiary, can also be sought by a member of the Company on
making a written request to the Company in this regard. The Accounts of
these subsidiaries are also available for inspection for members of the
Company at the Registered Office of the Company. The Company has
attached the Consolidated Financial Statements in this Annual Report,
which includes the Accounts of all its existing subsidiaries, including
its overseas subsidiary.
Directors Responsibility Statement
As required by Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
i) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanations relating to
ii) The Directors had selected such accounting policies 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 the financial year and of the
loss of the Company for the year under review;
iii) The Directors had taken proper and sufficient care 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
iv) The annexed Annual Accounts for the Accounting Year ended on 31st
March, 2012, have been prepared on a going concern basis.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review
as required under Clause 49 of the Listing Agreement, is given as a
separate statement in the Annual Report.
The Company has not accepted any Fixed Deposits during the year.
In accordance with Section 255 and 256 of the Companies Act 1956, and
read with Articles 105, 106 and 107 of the Articles of Association of
the Company, Mr. C. M. Maniar and Mr. A. B. Desai, Directors of the
Company retire by rotation and being eligible, offer themselves for
re-appointment at the ensuing Annual general Meeting of the Company.
As per the requirements of the Clause 49 of the Listing Agreement,
brief resume of both the Directors proposed to be re-appointed, their
qualification, experience and the names of the Companies in which they
hold directorship, membership of the board committees, are provided in
the Corporate Governance Report forming part of the Annual Report.
Auditors and Auditors Report
M/s. Jayesh Dadia & Associates, Chartered Accountants (Firm Reg. No.
121142W) and Auditors of the Company, will retire at the conclusion of
the ensuing Annual General meeting, and being eligible, offer
themselves for reappointment. The Company has received a certificate
from the Auditors to the effect that their reappointment if made, would
be in accordance with Section 224 (1B) of the Companies Act, 1956. The
Board recommends their appointment.
The Notes to the Accounts referred to in the Auditors'' Report are
self-explanatory and therefore, do not call for any further
Particulars of Employees
In accordance with the provisions of Section 217(2A) of the Companies
Act, 1956, and the rules framed there under, the names and other
particulars of employees are set out in the Annexure to the Directors''
Report. In terms of the provisions of Section 219 (1)(b)(iv) of the
Companies Act. 1956, the Directors'' Report is being sent to all the
shareholders of the Company excluding the aforesaid annexure. The
annexure is available for inspection at the Registered Office of the
Company. Any shareholder interested in obtaining a copy of the said
annexure may write to the Company Secretary at the Registered Office of
Conservation of Energy, Technology Absorption, Foreign Earnings and
The Company has no activities involving conservation of Energy and
The details of Company''s foreign exchange earnings and outgo during the
year under review are given in Note no.23 of financial statements.
Employee Stock Option Schemes
The disclosures required to be made in the Directors'' Report in respect
of Employees Stock Option Schemes 2006, 2007 and 2010, in terms of the
SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in
the Annexure, forming part of the Directors'' Report.
Corporate Governance Report
The Company has complied with all the mandatory provisions of the
Clause 49 of the Listing Agreement.
As part of the Company''s efforts towards better corporate practice and
transparency, a separate report on Corporate Governance compliances is
included as a part of Annual Report.
The Board wishes to express its deep appreciation to all the staff
members for their excellent contribution and to the Bankers,
shareholders and customers for their continued support.
On behalf of the Board of Directors
Mumbai G. M. Gandhi C. C. Dalal
2nd August, 2012. Managing Director Director