The Directors have pleasure in presenting their Report together with
audited accounts for the year ended March 31, 2012. FINANCIAL
(Rs. in lacs)
For the For the
year ended year ended
March 31, March 31,
Total Income 798.23 625.73
Profit before Depreciation 730.91 341.03
(-) Depreciation 0.39 0.33
Profit/(Loss) before tax 730.52 340.70
Add: Excess / (Short) Provision (10.18) 96.82
of tax of earlier years
(-) Tax 13.10 -
(-) Deferred Tax - (117.13)
Profit/(Loss) after tax 707.24 320.39
Less: Transfer to Statutory 141.45 64.08
Add: Balance brought forward 599.81 343.50
Balance Profit/(Loss) transferred 1,165.60 599.81
to Balance Sheet
With a view to conserve resources, your Directors consider it prudent
not recommend any dividend for the year under review.
During the financial year under review, the Total Income and Profit
before Depreciation and Tax (PBDT) were Rs. 798.23 lacs and Rs. 730.91 lacs
respectively as against Rs. 625.73 lacs and Rs. 341.03 lacs in the previous
INDUSTRY AND BUSINESS OVERVIEW AND FUTURE OUTLOOK
Economic liberalization, including industrial de-regulation,
privatization of state-owned enterprises, and reduced controls on
foreign trade and investment, began in the early 1990s and has served
to accelerate the country''s growth, which has averaged more than 7%
per year since 1997. India''s diverse economy encompasses traditional
village farming, modern agriculture, a wide range of modern industries,
and a multitude of services. However, the financial year 2011-12 was
particularly challenging on account of the slowdown in industrial
activity, increased inflation, weakening rupee and global recessionary
trends. India''s long term challenges include widespread poverty,
inadequate physical and social infrastructure, limited non-agricultural
employment opportunities, insufficient access to quality basic and
higher education, and accommodating rural-to-urban migration.
Though economy is predicted to grow at 7.6% in FY 2013 and 8.6% in FY
2014, the mood prevalent in the country is subdued.
The Company being a Non Banking Financial Company (NBFC) registered
with the Reserve Bank of India and deriving its major revenue from its
investments, sectoral policy changes by the government and performance
of industry sectors where the Company has invested have an impact on
the profitability of the Company. The basic business of the Company is
investing in stocks, shares and bonds. The value of the stocks, shares
and bonds in addition to be above also depend on the prevailing capital
market scenario. The future success of the Company would depend on its
ability to anticipate the volatility of the Stock Markets and
minimizing risks through prudent investing decisions. THREATS AND
The Company''s revenue is majorly derived from dividends receivable on
investments held by it. Any adverse impact on the industries in which
the Company has made investment will have a bearing on the performance
of the Company. The Company''s performance is also dependant on the
performance of the economy and financial markets. The health of the
economy and financial markets in turn depends on the domestic economic
growth, state of the global economy and business and consumer
confidence, among other factors. Any event disturbing the dynamic
balance of these diverse factors would directly or indirectly affect
the performance of the Company. Further, any slowdown in the growth of
Indian economy or any volatility in global financial market, could also
adversely affect the business. Moreover, the Company is also prone to
risks pertaining to change in government regulations, tax regimes,
other statutes and capital market fluctuations in respect of
investments held by the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal audit and control system commensurate
with its size and nature of business to ensure operational efficiency,
accuracy and promptness in financial reporting and compliance of
various laws and regulations. The Audit Committee appointed by the
Board reviews the Internal Audit Report and the adequacy and
effectiveness of internal controls periodically.
Statements in this report describing the Company''s objectives,
projections, estimates and expectations may constitute forward
looking statements within the meaning of applicable laws and
regulations. Actual results might differ materially from those either
expressed or implied.
Employee relations continued to remain cordial during the year under
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Due to the nature of business, this provision is not applicable to the
During the year under review, your Company became a subsidiary of
Swallow Associates Limited, as a result of merger of Blue Niles
Holdings Limited, Kestrel Investments Limited, Petrochem International
Limited, RPG Cellular Investments and Holdings Private Limited, South
Asia Electricity Holdings Limited with Swallow Associates Limited
pursuant to the Scheme of Amalgamation and Arrangement sanctioned by
the Hon''ble High Court of Judicature at Bombay on February 10, 2012.
This Scheme has become effective on March 27, 2012 with effect from the
Appointed Date i.e. December 1, 2011.
As on March 31, 2012, the Company had two subsidiaries viz. Instant
Holdings Limited and Sudarshan Electronics & T. V. Limited.
During the year under review, Instant Holdings Limited had filed a
petition with the Hon''ble High Court of Judicature at Bombay for
sanction under Section 394 of the Companies Act, 1956 to a Scheme of
Amalgamation for merger of Idea Tracom Private Limited (wholly owned
subsidiary of Instant Holdings Limited) and Goodhope Sales Private
Limited (wholly owned subsidiary of Instant Holdings Limited) with
Instant Holdings Limited. This Scheme has been approved by the High
Court of Judicature at Bombay on April 13, 2012 and has become
effective on May 15, 2012 with effect from the Appointed Date i.e.
March 31, 2012.
The Ministry of Corporate Affairs vide its circular no. 5/1
2/2007-cL-III dated February 8, 2011 has subject to compliance of
certain conditions, granted general exemption to the companies from
attaching the annual report and accounts of its subsidiary companies.
As per this circular, a statement containing brief financial details of
the subsidiaries for financial year ended March 31, 2012 is included in
this Annual Report. Further, pursuant to the Listing Agreement entered
into with the Stock Exchanges and also as per this circular, the
consolidated financial statements of the Company form part of the
Annual Report. These statements have been prepared in compliance with
the applicable Accounting Standards issued by the Institute of
Chartered Accountants of India.
The Annual Accounts of the subsidiaries and the related detailed
information will be made available to the shareholders seeking such
information at any point of time and are also available for inspection
at the registered office of the Company and that of its subsidiaries.
In accordance with the Companies Act, 1956 and the Articles of
Association of the Company, Mr. Ramesh D. Chandak and Mr. H. N. Singh
Rajpoot, Directors, retire by rotation and being eligible offer
themselves for re-appointment.
Mr. Suresh Mathew and Mr. Paras K. Chowdhary, Directors of the Company
resigned with effect from August 13, 2012. The Board places on record
its appreciation for the valuable services rendered by Mr. Mathew and
Mr. Chowdhary. Mr. T. M. Elavia and Mr. S. K. Tamhane were appointed as
Directors in the casual vacancy caused due to the resignation of Mr.
Mathew and Mr. Chowdhary.
During the period under review, no employee was in receipt of
remuneration which in aggregate was equal or more than that specified
under Section 217(2A) of the Companies Act, 1956. CORPORATE GOVERNANCE
A report on corporate governance, along with a certificate from the
auditors of the Company, regarding the compliance of conditions of
Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement, is annexed to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors, to the best of their knowledge and belief confirm that:
i) the applicable Accounting Standards have been followed in the
preparation of the annual accounts.
ii) such accounting policies have been selected and applied
consistently and such judgements and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company in the Balance Sheet as at March 31, 2012 and
of the Statement of Profit and Loss for the said financial year viz.
April 1, 2011 to March 31, 2012.
iii) proper and sufficient care has been taken 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.
iv) the annual accounts have been prepared on a going concern basis.
Messrs N. M. Raiji & Co., statutory auditors of the Company, retire at
the ensuing Annual General Meeting and being eligible, offer themselves
The Board of Directors wishes to place on record its gratitude for the
faith reposed in the company and the co-operation extended by
government authorities, shareholders and employees of the Company.
On behalf of the Board of Directors
Ramesh D. Chandak A. N. Misra
13th August, 2012