To the Members,
The Directors have pleasure in presenting their Annual Report together
with the Audited Accounts of the Company for the financial year ended
31st March, 2012.
FINANCIAL RESULTS 2011-2012 2010-2011
Profit before Depreciation 29,428,444 16,075,800
Less: Depreciation (270,600) (4,893)
Net Profit before Taxation 29,157,844 16,070,907
Less: Provision for Taxation (9,090,000) (4,340,000)
Tax for earlier year (28) --
Net Profit after Taxation 20,067,816 11,730,907
Add: Balance brought forward 159,957,475 148,226,568
Balance carried forward to Balance Sheet 180,025,291 159,957,475
In the light of challenging business conditions, the working results of
your Company during financial year ended on 31st March, 2012 was
The Directors have considered to plough back the profit in business for
better financial strength and as such they have not recommended any
dividend for the Financial year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year under
review, as stipulated in clause 49 of the Listing Agreement with the
Stock Exchanges is appended below:
The Company is engaged in Investment, Finance and Allied Services.
Arrangements are in hand to diversify its line of business for the
future growth and prosperity.
B. REVIEW OF OPERATIONS & FUTURE PROSPECTS
Your Directors sincerely feel that operations of your Company in the
business of Investment, Finance and Other Services have started showing
signs of improvement. Steps are in hand to achieve further improvements
in its business.
C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS
Your Company''s objective is to effect Continuous improvement in its
infrastructure and facilities. However, the main causes of concern of
your company in the years to come are :-
i) Reduction in the industrial growth rate.
ii) Uncertain Government policy in use.
D. INTERNAL CONTROL SYSTEM
The Company has Internal control procedures commensurate with the
nature of its business and size of its operations. The objectives of
these procedures are to ensure efficient use and protection of
Company''s resources, accuracy in financial reports and due compliance
of applicable statutes and Company''s norms, policies and procedures.
The Internal Audit Report, the progress in implementation of
recommendations contained in such reports and the adequacy of Internal
Control Systems are reviewed by the Audit Committee of the Board in its
E. HUMAN RESOURCES
At all levels, employees of the Company are fully committed to the
growth of the Company and there was no loss of work due to any
Industrial relation problem during the year.
The Principles of Good Corporate Governance through professionalism,
accountability, transparency, trusteeship and control have always been
followed by your Company and it has complied with all the applicable
provisions of Corporate Governance as per clause 49 of the Listing
Agreements with the Stock Exchanges.
A separate Report on Corporate Governance as prescribed by the Listing
Agreements with Stock Exchanges forms part of the Annual Report 2011-12
along with the Auditor''s Certificate on its Compliance in Annexure
Mr. A. K. Ghosh, Director, retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 the Directors state as follows :
i) That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2012 the applicable accounting standards had
been followed along with proper explanation relating to material
ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of your company at the end of the financial year and of the
profit or loss of your company for that period;
iii) That the Directors had 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. They confirm that there are adequate systems and controls
for safeguarding the assets of your company and for preventing and
detecting fraud and other irregularities;
iv) That the Directors had prepared the Annual Accounts for the
financial year ended 31st March, 2012 on a going concern basis.
M/s L. B. Jha & Co., Calcutta, Chartered Accountants, Auditors of the
Company, hold office till the conclusion of this Annual General
Meeting. They have expressed their willingness to continue as the
Statutory Auditors of the Company, if so reappointed and have furnished
to the Company the requisite certificate to the effect that their
re-appointment if effected would be within the limits prescribed under
section 224(1B) of the Companies Act, 1956. Accordingly, approval of
the Shareholders will be sought at the ensuing Annual General Meeting
of the Company to the re-appointment of and remuneration payable to M/s
L. B. Jha & Co., Calcutta, Chartered Accountants, as Statutory Auditors
to hold office from the conclusion of this Annual General Meeting till
the conclusion of next Annual General Meeting.
COMMENTS ON AUDITORS OBSERVATIONS
The Comments of the Directors on the observations made by the Statutory
Auditors in their Report are as follows:
- No provision is required to be made in respect of Interest accrued
of Rs. 11,800 as the same in the opinion of the Management is considered
to be good and hence recoverable.
The provisions of Section 58A of the Companies Act, 1956 and the rules
framed thereunder in respect of acceptance of deposits are not
applicable to your Company.
PARTICULARS OF EMPLOYEES
Disclosures in terms of sub-section (2A) of section 217 of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are not applicable to your Company.
INFORMATION AS TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of 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 in respect of Conservation of Energy, Technology
Absorption & Foreign Exchange Earnings and Outgo are not applicable
during the year under review.
CODE OF CONDUCT
Your Company has formulated Code of Conduct which applies to Board
Members and Senior Management Personnel of the Company. Confirmations
towards adherence to the Code during the Financial year 2011-12 have
been obtained from all the Board members and Senior Management
Personnel in terms of the requirements of Clause 49 of the Listing
Agreement and a declaration relating to compliance of this Code during
the year under review by all Board members and Senior Management
Personnel has been given by the Director of the Company which
accompanies this report.
Your Directors would like to thank shareholders, customers, dealers,
suppliers, bankers, employees union and all other business associates
for the continuous support given by them to the Company and their
confidence in its management.
For and on behalf of the Board
V. N. Agarwal
Place : Kolkata K. K. Ganeriwala
Date : 18th May, 2012 Directors