The Directors have pleasure in presenting 30th Annual Report of the
Company along with Audited Accounts for the year ended 31st August,
* FINANCIAL RESULTS:
The Financial Results of the Company for the year ended on 31st August
2014, as compared to the previous year are summarized below: -
(Rs. In Lacs)
Total Income 85.43 81.97
Profit/(Loss) before Taxation 47.65 41.37
Less: Depreciation 1.68 02.26
Profit/Loss before Taxation 45.97 38.34
Provision for Income Tax 0.00 00.00
Net Profit/Loss After Tax 45.97 38.34
Transfer to General Reserve 45.97 38.34
Proposed Dividend 00.00 00.00
The total net income of the Company during the year was Rs. 85.43 lacs
against Rs. 81.97 lacs in the previous financial year. The total
expenditure during the year was Rs 39.46 lacs against Rs.43.62 lacs in
the previous year. The Profit/Loss after tax for the year under review
at Rs. 45.97 lacs was likewise higher than that of the previous year of
Rs.38.34 lacs. The Directors trust that the shareholders will find the
performance of the company for financial year 2013-14 to be
satisfactory. The Earning Per Share (EPS) of the company is 0.92 per
However, with a view to plough back the profits and to cater the
growing need of funds for business operations, your Board of Directors
have decided not to recommend a dividend on Equity Share for the year
* BUSINESS OPERATIONS AND FUTURE OUTLOOK:
The company is a registered category I merchant banker since 1992 and
is essentially concentrating on advisory and consultancy assignments in
capital markets, business reorganization, investments, fund raising and
corporate restructuring. The company is investing its surplus funds in
the capital market and other financial instruments in view of the long
term prospects of the Indian economy and the Company is confident that
it would be able to take advantage of emerging opportunities in the
Mrs. Indira V. Mehta (DIN- 01591095), Director of the Company retires
from office by rotation in accordance with the requirement of the
Companies Act, 2013 and being eligible, offers herself for
* PARTICULARS OF CONSERVATION OF ENERGY ETC.:
The company has no manufacturing activities relating to Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
during the year under review.
* APPOINTMENT OF INDEPENDENT DIRECTOR:
In line with the requirements of Clause 49 of the Listing Agreement
entered into with the Stock Exchange, the Company had appointed Mr.
Chetan Vora as Independent Director of the Company. As per section
149(4) of the Companies Act, 2013, every listed public company is
required to have atleast one-third of total number of Directors as
Independent Directors. Such Directors will be appointed for a fixed
term of upto 5 (five) years and will not be liable to retire by
rotation. In order to meet this requirements, the Director is appointed
as an Independent Director for a fixed tenure as mentioned in the
notice of forthcoming Annual General Meeting (AGM) of the Company.
The company has received a declaration confirming that they meet with
the criteria of Independence from the Independent Director as
prescribed under section 149(6) of Companies Act, 2013.
* RELATED PARTY TRANSACTIONS:
The company has given loans, guarantees and made investments as
authorized and prescribed under law u/s 186 as well section 188 of
Companies Act, 2013, the approval for which has been mentioned in the
notice of the forthcoming Annual General Meeting (AGM) and the
disclosure of which has been made in the Notice of the forthcoming
Annual General Meeting and notes to Financial Statements as per
Accounting Standard- 18.
M/s. Dinesh K. Shah & Co. Chartered Accountants, hold office till the
conclusion of ensuring Annual General Meeting and having received the
required certificate u/s 141(3)(g) of the Companies Act, 2013 are
eligible for reappointment. Board recommends the reappointment and
requests the members to fix their remuneration. The notes on financial
statement referred to in the auditors report are self explanatory and
do not call for any further explanation/comment from the board.
* SECRETARIAL AUDIT REPORT:
In accordance with section 204 of Companies Act, 2013 the company has
obtained a report from a secretary in Whole Time Practice and the same
is appended herewith.
* PUBLIC DEPOSITS:
The company does not take any deposit from public. There was no
Deposits unclaimed or unpaid by the Company after the date on which it
has become due for payment or renewal on 31st August 2014.
* CORPORATE SOCIAL RESPONSIBILITY:
The company considers CSR as part of its activity and believes that it
is imperative for the growth of the country and company.
* REPORTING ON SUSTAINABILITY:
We are continuously striving to promote better and more effective
sustainability policy and practices. In order to ensure transparent
communication of our sustainability efforts to all our stakeholders we
have made conscious efforts through technology innovation and effective
communication and transparency.
* DEMATERIALISATION OF SHARES:
To provide best services to the shareholders and investors, company''s
equity shares are made available for dematerialization in electronic
form in the Depository systems operated by National Securities
Depository Limited (NSDL) and Central Depository Services (India)
* DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:-
a) That in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
b) That the Directors had selected such accounting policies and 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 ended on 31st August,
2014 and of the Profit of the Company for that year.
c) That the Directors had taken proper and sufficient care for
maintenance of adequate accounting records for the year ended 31st
August, 2014 in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the company, and for prevention and
detection of fraud and other irregularities.
d) That the directors have prepared the annual accounts on an ongoing
e) That the Directors had laid down internal financial controls to be
followed by the company and such internal financial controls are
adequate and were operating effectively.
f) That the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
The equity shares of the company are listed on Mumbai Stock Exchange
(BSE code: 511377). The company is generally regular in payment of
Annual Listing Fees. The company has paid listing fees for the year
2014-2015 to Bombay Stock Exchange.
* CORPORATE GOVERNANCE:
A detailed section on the code of Corporate Governance forms part of
the Annual Report.
Requisite Certificate from the Auditor of the Company regarding
compliance of Corporate Governance as stipulated under clause 49 of the
Listing Agreement is annexed to the report of Corporate Governance.
* ECONOMIC REVIEW:
The global gross domestic product (GDP) in the year 2014 grew is tepid
and is likely to be moderate in terms of the international events.
However, India is better placed. This momentum is expected to be
maintained in the coming year with the new government and pro-growth
INDIAN GDP GROWTH
India''s GDP growth has been under significant pressure over the last
two years. As per central statistical office (CSOs) provisional
estimates, India''s GDP has grown at 4.7% in FY14 as against 4.5% growth
in FY13. The domestic concerns of the log jam in the infrastructure
sector, slack capital investment cycle, slowdown in economic activities
and high inflation continued to linger in FY14.This is likely to
improve with the new pro-growth government. Inflation continued to
haunt in FY14 with consumer price index (CPI) inflation showing an
* INDUSTRY STRUCTURE AND DEVELOPMENT:
The company is operating in a regulated environment which is subject to
regulations by the ministry of finance and SEBI. The company is
conducting its activities with due diligence, rules and regulations and
under the control of the regulatory authority appointed by the Govt.
The changes in policies, economic conditions, fluctuation in
currencies, commodities and such factors effects to the company''s
activity and operations. The regulatory requirements are substantial,
cumbersome and un-surmountable for SMEs which impedes growth and
development in capital market and business.
* OPPORTUNITIES AND THREATS:
The company had initiated recovery proceedings against its past dues.
There is huge delay in recovering the dues from them due to slow and
pro-defendant legal system. However the company has implemented the
action plan for speedy recovery of dues from its defaulters. The
company does not have powers like Bank. The Indian financial markets
are stable and the company is sure to get benefits of the overall
economic growth environment.
* SEGMENT WISE PERFORMANCE:
The company operated in two major segments of consulting and
investments. The capital raising activity is dry. The recovery
proceedings are on. The capital market consulting activity showed slow
pace and the investments have fared better.
* RECENT TREND AND FUTURE OUTLOOK:
In recent years Indian economy under the new government has gathered
strong momentum. The company is optimistic about the recovery of Indian
economy and the capital market.
* RISKS AND CONCERNS:
The company has taken suitable steps to overcome the risks of the
market and the economy as capital markets are uncertain to predict for
medium to long term.
* INTERNAL CONTROL SYSTEMS AND THETR ADEQUACY:
The company has implemented proper system for safeguarding the
operations/business of the company, through which the assets are
verified and frauds, errors are reduced and accounts, information
connected to it are maintained such, so as to timely completion of the
The Company has adequate systems of Internal Controls commensurate with
its size and operations to ensure orderly and efficient conduct of
business. These controls ensure safeguarding of assets, reduction and
detection of fraud and error, adequacy and completeness of the
accounting records and timely preparation of reliable financial
information. The company has internal audit and verification at regular
* MATERIAL DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Your Company has undertaken employee''s development initiatives, which
have very positive impact on the morale and team spirit of the
employees. The company has continued to give special attention to human
resources and overall development.
* CAUTIONARY STATEMENT:
Statement in this management discussion and analysis report, describing
the company''s objectives, estimates and expectations may constitute
forward looking statements within the meaning of applicable laws or
regulations. Actual results may differ materially from those either
expressed or implied.
Your Directors take this opportunity to place on record the
appreciation of the valuable contribution and dedication shown by the
employees of the Company, RTA, Auditors and Practicing Company
Secretary which have contributed to the successful management of the
The Directors also take this opportunity to thank all the stakeholders,
Investors, Clients, Banks, Government, Regulatory Authorities and Stock
Exchange for their continued support.
On behalf of Board of Directors:
Place: Ahmedabad Indira V. Mehta
Date: 11th December, 2014 Director