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Directors Report of Banas Finance Ltd.
Mar 31, 2024
The Directors have pleasure in presenting the 41st Annual Report along with the Audited Accounts for the financial year ended March 31, 2024.
Summary of the Company''s consolidated financial performance for F.Y. 2023-2024 as compared to the previous financial year is given below:
|
(Figures in Lakhs) |
||||
|
Particulars |
F.Y. 2023 -2024 |
F.Y. 2022 -2023 |
F.Y. 2023 -2024 |
F.Y. 2022 -2023 |
|
Standalone |
Consolidated |
|||
|
Income from Share Trading |
3493.71 |
1337.85 |
3493.71 |
1337.85 |
|
Income from Finance Activities (Operations) |
620.82 |
434.56 |
620.82 |
434.56 |
|
Total Operational Revenue |
4114.53 |
1772.41 |
4114.53 |
1772.41 |
|
Other Incomes |
3249.87 |
315.68 |
3249.87 |
315.68 |
|
Total Revenue |
7364.40 |
2088.09 |
7364.40 |
2088.09 |
|
Profit before Dep. & Int. |
3372.02 |
(9959.12) |
3372.02 |
(9959.12) |
|
Depreciation |
0.03 |
0.25 |
0.03 |
0.25 |
|
Interest |
8.73 |
9.64 |
8.73 |
9.64 |
|
Profit after Depreciation & Interest |
3363.26 |
(9969.01) |
3363.26 |
(9969.01) |
|
Current Tax |
63.83 |
0 |
63.83 |
0 |
|
Deferred tax |
3074.56 |
(4497.99) |
3074.56 |
(4497.99) |
|
Tax of earlier years |
0 |
5.12 |
0 |
5.12 |
|
Profit/ Loss after Tax |
224.86 |
(5476.14) |
224.86 |
(5476.14) |
|
Share of profit (loss) of associate company |
-- |
-- |
214.59 |
118.10 |
|
Share of other comprehensive Income |
-- |
-- |
(37.35) |
(77.83) |
|
Total Comprehensive income for the year |
224.86 |
(5476.14) |
402.10 |
(5435.87) |
The Company is Non-Banking Financial Corporation mainly engaged into business of Finance and trading, from which company has generated its revenue. During the year under review Company''s Standalone total revenue has increased to Rs. 7364.40 lakhs from Rs. 2088.09 lakhs as compared to previous financial year. The Company has registered a net profit of Rs. 224.86 lakhs as compared to loss of Rs (5476.14) lakhs in previous year.
During the year under review, consolidated total revenue has decreased to Rs. 7364.40 lakhs from Rs. 2088.09 lakhs as compared to previous financial year, the company has net profit of Rs. 224.86 lakhs as compared to (5435.87) lakhs.
The management of the Company is very optimistic regarding performance of the Company in future and taking every steps and making every efforts to turn the Company in to profitable organization.
With view to conserve financial resources of the company, directors do not recommend any dividend on Equity Shares for the year under review.
The Company has not issued shares with differential voting rights in the F.Y. 2023-2024. It has neither issued employee stock options nor sweat equity shares as on March 31, 2024.
During the year under review, the company has increased Authorised Share Capital from Rs. 53,30,00,000 (Rupees Fifty-Three Crores Thirty Lacs Only) divided into 5,33,00,000 (Five Crores Thirty-Three Lacs) Equity Shares of Face Value of Re. 10/- (Rupee Ten Only) each to Rs. 63,30,00,000 (Rupees Sixty-Three Crores Thirty Lacs Only) divided into 6,33,00,000 (Six Crores Thirty-Three Lacs) Equity Shares of Face Value of Re 10/- (Rupee Ten Only) each and obtained shareholder''s approval at their Annual General Meeting held on 30th September, 2023. And
The Board of directors further proposed to increase the Authorized share Capital of the company from Rs. Rs. 63,30,00,000 (Rupees Sixty-Three Crores Thirty Lacs Only) divided into 6,33,00,000 (Six Crores Thirty Three Lacs) Equity Shares of Rs.10/- each to Rs. 103,30,00,000 (Rupees One Hundred Three Crores and Thirty Lacs Only) divided into 10,33,00,000 (Ten Crores Thirty-Three Lacs) Equity Shares of Face Value of Re 10/- (Rupees Ten Only) each and obtained shareholder''s approval at their Extra-Ordinary General Meeting held on 10 th November, 2023.
After the closure of Financial Year, the Company has proposed Right issue of 4,80,46,232 (Four Crores Eighty Lakhs Forty Six Thousand Two Hundred And Thirty Two) Fully paid up Equity Shares Of Face Value Of Rs. 10.00/- (Rupees Ten Only) Each through Letter of Offer dated May 06, 2024 .
The Board in their meeting dated 05th June, 2024 allotted 4,15,31,441 (Four Crores Fifteen Lakhs Thirty One thousand Four Hundred and Forty One) Fully paid-up Equity Shares of face value of Re.10.00/- (Rupees Ten Only) per Equity Share at price of Rs.10.00/- (Rupees Ten Only) per Right Share) to the eligible shareholders.
Subsequently to the said allotment, the issued, subscribed, and paid-up equity share capital of the Company stands increased from Rs.48,04,62,320.00/- (Rupees Forty Eight Crores Four Lakhs Sixty Two Thousand Three Hundred and Twenty Only) divided into 4,80,46,232 Four Crores Eighty Lakhs Forty Six Thousand Two Hundred Thirty Two only) Equity Shares to Rs.89,57,76,730.00/- (Rupees Eighty Nine Crores Fifty Seven Lakhs Seventy Six Thousand Seven Hundred and Thirty Only) divided into 8,95,77,673 (Eight Crores Ninety Five Lakhs Seventy Seven Thousand Six Hundred Seventy Three) Equity Shares of face value of Rs. 10.00/- (Rupees Ten Only).
Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014.
AMOUNTS TO BE TRANSFERRED TO RESERVES
Under review, the Company has transferred Rs. 44.97 lacs to Statutory Reserves as per provision of Section 45 (i)(c) of the Reserve Bank of India Act, 1934.
During the Financial year ended 2023-2024 under review, there is change in Director and KMP of the Company.
During the year under review, Mr. Nemichand Saini has tendered his resignation fromthe post of CFO of the company w.e.f. 09 th August, 2023. The Board accepted and appointed Mrs. Babita Amit Mehta as the CFO of the Company w.e.f. 10th August, 2023.
Thereafter Mrs. Babita Amit Mehta resigned w.e.f. 10th May, 2024 and Board of Director on recommendation of Nomination and Remuneration Committee appointed Mr. Amit Mehta as CFO of the Company w.e.f. 14th May, 2024.
During the year w.e.f. 22 nd October, 2023 Mr. Amit Gulecha ceased as Managing Director of the Company due to his sudden demise.
The Board of Directors due to vacancy caused by cessation of Mr. Amit Gulecha, proposed and appointed Mrs. Tanu Agrawal as CEO of the company w.e.f. 16th January, 2024.
Further after conclusion of F.Y. 2023-24 and before this 41st Annual General Meeting, the board of directors appointed Mr. Anant Chourasia as Additional Non Executive Non Independent Director of the Company w.e.f. 30th May, 2024 and proposal for his regularization also been proposed to the shareholders for their approval w.e.f. 27th August, 2024.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the information provided by management, your Directors'' state that:
a) In the preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards have been followed.
b) Directors have selected such Accounting policies 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 corporation as at the end of March 31, 2024 and of the profit of the Company for the year ended on that date.
c) Directors 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) Directors have prepared the annual accounts on a''going concern ''basis.
e) Director have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.
f) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Non-executive Independent Directors of the Company as on 31.03.2024, viz. Mr. Chirag Goyal, Mr. Vikash Kulhriya and Mr. Ashish Kachhara have affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b)of the listing regulations in respect of their position as an "Independent Directorâ of Banas Finance Limited.
POLICIES ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
The Company adheres to the requirements prescribed in the Companies Act, 2013, rules and amendments made there under and SEBI regulations for the Appointment and Remuneration of the Directors of the Company.
The policies of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is available on the website of the company on the following linkhttps:/banasfinance.files.wordpress.com/2017/06/policy-on-selection-remuneration-of-director2.pdf
FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of section 134(3)(p) The Companies Act, 2013, evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects, execution of specific duties, obligations and governance.
During the year, a Separate Meeting of Independent Directors was held on 27th March, 2024 for the financial year 2023-2024, the Board has expressed their satisfaction on the quality, quantity and timeliness of flow of information between the Company''s Management and the Board.
With a view to leveraging technology and moving towards paperless systems for the preservation of the environment, the Company has adopted electronic form for transmitting Board/Committee meetings papers.
Company has appointed Mr. Ronak Ashok Surani as an Internal Auditor F.Y 2024-2025 and 2025-2026 in their Board Meeting held on 01st August, 2024. He has conducted the Internal Audit as per the provisions of Section 138 of the Companies act and other applicable provisions and acts, and issued his report to the management of the Company.
During the year under review, term of appointment of Mr. Deepak Mehta has completed as Internal Auditor of the Company. STATUTORY AUDITORS:
The Board in their Meeting held on 06th September, 2023 proposed to appoint M/s. A K Kocchar & Associates, Chartered Accountants having Firm Registration No. 120410W, for a period of 5 years from the completion of 40th Annual General Meeting till the completion of 45 th Annual General Meeting of the Company.
The Statutory Auditors have confirmed their eligibility pursuant to section 139 of the Companies Act, 2013.
M/s. A K Kocchar & Associates, Chartered Accountants FRN 120410W, Statutory Auditors of the Company conducted the statutory audit as per the provisions and requirements of Statutory Audit under Companies Act 2013, Accounting Standards and other applicable laws and acts, and submitted there audit report on (Standalone & Consolidated) Financial Statements as on 31.03.2024.
Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013.
COMMENTS ON OBSERVATION MADE BY STATUTORYAUDITORS:
M/s. A K Kocchar & Associates, Practicing Chartered Accountant, in his Independent Auditor Report for financial year 2023-2024 have drawn the attention of the management, which have been marked as qualification in his report. In connection with the same, management here with gives the explanation for the same as follows:
(a) The Company did not have an appropriate internal control system for granting Loans. Demand and other loans given are governed by the Board policies. Considering the close monitoring of Board no appraisal, renewal, Policies, Procedure, Committee or documents have been prescribed and executed.
Management Comment: The Management is of having view that that the Company is mid-size NBFC, as compared to other giants in the market. Company has not acknowledged any deposits from public. The Company is doing business out of its own fund. The Company functions its business with at most caution and carefulness. As far as making of Loan and Advances are concerned, management grants demand loan only either to the parties recognized to the Company or by reference which are administered by the Board policies.
(b) The Company''s internal control system is not commensurate to the size and scale of operation over purchase and sale of shares and inventory and for expenses incurred.
Management Comment: With regards to appropriateness of internal control system is concerned, management is having views that the company has an effective and sufficient internal control system in place for granting of loans, management grants loans only either to the parties knownto the Company or by references which are governed by the Board policies. The Loan and Advances granted by the Company has been closely supervised and monitored on regular basis.
However, as per recommendation of Auditors, the Company is under process to strengthen its controls procedures.
Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Nitesh Chaudhary & Associates., Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 2023-2024. The Secretarial Audit Report as received from M/s Nitesh Chaudhary& Associates is appended to this Report as Annexure I.
COMMENTS ON OBSERVATION AND QUALIFICATION MADE BY SECRETARIAL AUDITORS:
M/s Nitesh Chaudhary &Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2023- 2024 have drawn the attention of the management on some of the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows:
1. The Company has received a notice from BSE that the Company has made Non-compliance with the Related Party Transaction on Consolidation basis under Regulation 23(9) for the Quarter ended September 2023. As per the Information given by the company, there is a delay of 1 day for filing related party transaction for the quarter ended 30th September, 2023 in XBRL mode. As per the received information, clarification submitted by the Company to BSE Ltd. BSE levied a penalty of Rs. 5000 gst, which was later made the penalty amount.
Management Comment: Board of Directors took on records the observation and inform to the Secretarial Auditor that the company has made payment of SOP Fine to BSE Ltd. of Rs. 5900/- including GST, this one day delay was happened due to medical issue and illness of our CFO, the board also ensure that the board is having a strong compliance team and the company and its management is adhere to comply all applicable compliances timely, the board ensure that no such delay will be seen in future.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss. The intervening gap between the two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.
The details of the number of meetings of the Board held during the Financial Year 2023-2024 forms part of the Corporate Governance Report.
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
During the year under review, the Board of Directors in their Meeting held on 18th November, 2023 approved Raising of funds through issuance of equity shares having face value of Rs.10.00/- (Rupee Ten Only) (''Equity Shares'') for an aggregate amount of up to 48,50,00,000/- (Rupees Forty-Eight Crores Fifty Lakhs Only) on right issue basis, to the eligible equity shareholders of the Company.
The Company received the In-principal Approval from BSE Ltd, on 16th April, 2024. Later the Board of Director in their Meeting held on 05th June, 2024 allotted 4,15,31,441 (Four Crores Fifteen Lakhs Thirty-One Thousand Four Hundred and Forty-One) Fully Paid-Up Rights Shares Of Face Value Of 10.00/- (Rupees Ten Only) (''Equity Shares'') Each At A Price Of Rs. 10.00/- (Rupees Ten Only) Per Right Share.
ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVEBANK) DIRECTIVES, 1998:
The Company is registered with the RBI as a Non Deposit taking Non-Systemically. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the Master Direction - ("RBI Directionsâ), as amended from time to time, and it does not carry on any activity other than those permitted by the RBI for Non Deposit taking Non-Systemically.
The relevant provisions, for disclosure in the Director''s Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant or material order passed by the regulators or court or tribunals in the name of Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2023-2024, till the date of this report. Further there was no change in the nature of business of the Company.
There are no details in respect of frauds reported by auditors under section 143 of the Companies Act, 2013.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year, no company has become or ceased to be a subsidiary, joint venture of the Company.
During the year under review, the company holds 39.35% of Equity Shares of Tilak Ventures Limited and thereby, Tilak Ventures Limited becomes an Associate Company of the Company (BANAS).
A separate statement containing the salient features of financial statements of Associate Company of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure II in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.
The Financial Statements of the Associate company and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS - 110, Consolidated Financial Statement prepared by the Company includes financial information of its Associate Company.
ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL AGAINST ASSOCIATE COMPANIE AND PROMOTERS OF THE COMPANY:
During the Financial year 2023-2024, the Company''s Directors/promoters Mr. Girraj Kishor Agrawal and Mrs. Tanu Agrawal, and the associated Company M/s. Tilak Venture Limited vide SEBI Order No. SEBI/HO/IVD/ID13/OW/P/2022/30132/1, 30132/2 and 30132/3 dated July 27, 2023 received a penalty of Rs. 7,00,000 per director and Rs. 14,00,000 on Associated Company by Securities Exchange Board of India for the Violation of SEBI (prohibition of Fradulent and Unfair Trade practices relating to Securities Market) Regulation, 2003 for mis-utilization of funds raised through preferential issue by the Company in FY. 2010-2011 and F.Y. 2012-2013.
The Company has informed that the Associate Company and its promoter, directors (Noticee''s) has filed an appeal with Honorable Securities Appellate Tribunal (SAT) after making payment of penalty amount under protest against the above stated order of SEBI, and as per the information given by the Company and its directors the Honorable SAT has given stay against the SEBI orders and matter is still sub judice.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.
In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and Listing Regulations 2015, all Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on yearly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length.
All Related Party Transactions entered during the year 2023-2024 were in Ordinary Course of the Business and on Arm''s Length basis; and there were no material contracts and arrangements.
The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III.
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 for F.Y. 2023-2024 is given in the Report as Annexure IV.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure V.
During Financial year 2023-2024, no postal ballot was conducted by the Company.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Board has reviewed the Risk assessment and Minimization procedure as per Regulation 17 (9) of the SEBI (LODR) Requirements, 2015; there are no material risk which in the opinion of the management affects the continuity and existence of the business. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.
The Company has in placed the internal control framework in commensurate with the size of the Company. However Company is trying to strengthen the same. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of investments covered under the provisions of Section 186 of the Companies Act, 2013 will be produced for verification to the members on their specific request.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Act read with Companies'' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.
MEMBER OF CREDIT RATING AGENCY:
During the year under review your company has maintained the membership with all four Credit Information Company (CIC) registered with RBI i.e. CIBIL Limited, CRIF High Mark Credit Information Services Pvt. Ltd., Equifax Credit Information Services Pvt. Ltd. and Experian Credit Information Company of India Pvt. Ltd.
Equity shares of your Company are listed on BSE Ltd (Bombay Stock Exchange) only and the Company has paid the necessary Listing fees for the year 2023-2024.
There is no inflow and outflow of Foreign Exchange.
There was no change in nature of business during the year under review.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted on company''s website athttps://banasfinance.files.wordpress.com/2018/04/whistle-blower-policy banas-finance1.pdf
During the financial year 2023-2024, no cases under this mechanism were reported in the Company.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review no cases in the nature of sexual harassment were reported at any workplace of the company.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE IS HOSTED ON COMPANY''S WEBSITE
AThttPs://banasfinance.files.wordpress.com/2015/07/sexual-harassment-policy banas-finance.pdf
During the financial year 2023-2024, no cases in the nature of sexual harassment were reported at any workplace of the company.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:
During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions. CORPORATE SOCIAL RESPONSIBILITY
The Company in its Board Meeting held on 03rd September, 2021 has adopted and framed CSR Committee as required under Section 135 of the Companies Act, 2013. The Committee consists of three Directors of which one Director is Non -Independent and two Directors are Independent Non-Executive Directors as follows;
Shri Girraj Kishor Agrawal - Chairman
Shri Chirag Goyal - Member
Shri Vikash Kulhriya - Member
The Committee roles / powers are-
1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;
2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company.
3. To monitor the Corporate Social Responsibility policy of the Company from time to time.
The CSR committee has adopted the policy for the activities to be undertaken under the Corporate Social Responsibility as per Schedule VIII of the Companies Act, 2013.
The Policy as adopted is available on the website of the Company www.banasfinance.wordpress.com.
During the year under review, the Company has not Spend any amount as CSR due to the Net profit reflect the profit as Notional profit and therefore the Company is not liable to not spend any amount as CSR and profit after tax of the company in preceding year 20222023 is (5476.14) lakhs, threshold limit is not yet met.
The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report in Annexure VI.
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.
Mar 31, 2015
The directors have pleasure in presenting the 32nd Annual Report along
with the Audited Accounts for the financial year ended March 31, 2015.
FINANCIAL RESULTS:
Summary of the Company's financial performance for F.Y. 2014-2015 as
compared to the previous financial year is given below:
(Figures in Lacs)
Particulars F.Y. F.Y.
2014 - 2015 2013 - 2014
Income 745.60 562.67
Profit before Dep. & Int. 39.52 30.67
Depreciation 2.11 3.00
Interest 76.68 21.91
Profit after Depreciation & Interest (39.27) 5.76
Provision for Taxation 0.00 0.00
Provison for Tax (deferred) 0.32 2.48
Provision for Taxation for earlier year (150.00) 0.00
Profit/ Loss after Tax (191.04) 3.28
Balance carried to Balance Sheet (191.04) 3.28
HIGHLIGHTS:
The company is mainly engaged into Investment and Finance activities.
Over the reporting period, the total income of the company has
increased to Rs. 745.60 Lacs from Rs. 562.67 Lacs as compared to
previous financial year. The growth performance for financial year
2014-15 was affected by global economic and financial challenges all
around the world including India. Henceforth every sector and company's
performance and profitability suffered. The capital spending was at
lower side. The company has incurred net loss of Rs. 191.10 during the
year as compared to 3.28 net profit in previous year. The main
attributes for incurring such huge loss mainly due to Tax Demand raised
by the Income tax Authority of Rs.1.5 Crores for the previous and high
administrative and business running expenses.
The management of the Company hereby very optimistic regarding
performance of the Company in furture and taking every steps and making
every efferts to turn the Company in to profitable organization
DIVIDEND:
During the year, company incurred losses; your ectors have not
recommended any dividend on Equity Shares for the year under review.
BDARD DF ECTORS:
The Composition of the Board during the year as per the provisions of
Clause 49(IIA) read with the Companies Act, 2013. During the period
under review, Mr. Tushar Ramchandra Rane, Mrs. Madhu Rajkumar Goel and
Mr. Dauji Chaturvedi had resigned from the Board with effect from 24th
March 2015 and 28th May 2015 respectively due to their preoccupations
somewhere else. The Board places on record their appreciation and
gratitude for their guidance and contribution during their association
with the Company.
On the recommendation of Nomination and Remuneration Committee, your
Board inducted Ms. Seema Nirmalsingh Sidhu and Mr. Jatinkumar Chintamani
Agarrwal as an Additional ectors of the Company in the category of
Independent ector with effect from 24th March, 2015 in order to comply
with the requirement of Section 149(1) of the Companies Act, 2013. In
terms of Section 161 of the Companies Act, 2013 she will hold office up
to the date of the ensuing Annual General Meeting. The Company has
received a notice in writing along with deposit pursuant to Section 160
of Companies Act, 2013, proposing the appointment of Ms. Seema Sidhu and
Mr. Jatinkumar Agarrwal, ectors of the Company. Your Board has
recommended the appointment of Ms. Seema Sidhu and Mr. Jatinkumar
Agarrwal as Independent ectors of the company for a period of five
consecutive years up to the fifth consecutive Annual General Meeting of
the Company, not liable to retire by rotation.
During the year Pursuant to Section 152 of the Companies Act, 2013 Mr.
Girraj Kishor Agrawal, ector, retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
Your Board has recommended his re-appointment.
Ms. Seema Sidhu and Mr. Ashwin Shah have given declarations that they
continues to meet the criteria of independence as laid down under
Section 149(6) of the Act and Clause 49 of the Listing Agreement.
As required under clause 49 of the listing agreement with the stock
exchanges, the information on the particulars of ectors proposed for
appointment/re-appointment has been given in the notice of annual
general meeting.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 (1) and 74 of the Companies Act, 2013 read together with the
companies (Acceptance of Deposits) Rules, 2014.
DIRECTORSÂ RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) of the
Companies Act, 2013, and based on the information provided by
management, your ectors' state that:
a) In the preparation of the annual accounts for the financial year
ended 31st March, 2015 the applicable accounting standards have been
followed.
b) Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the State of affairs of the corporation as at the end of
March 31, 2015 and of the profit of the Company for the year ended on
that date.
c) 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, 2013 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
d) The Annual Accounts of the Company have been prepared on the ongoing
concern basis.
e) That they have laid down internal financial controls commensurate
with the size of the Company and that such financial controls were
adequate and were operating effectively.
f) That system to ensure compliance with the provisions of all
applicable laws was in place and was adequate and operating
effectively.
DECLARATION OF INDEPENDENCE BY ECTORS:
The Independent Non-executive ectors of the Company, viz. Mr. Ashwin
Jayantilal Shah and Ms. Seema Nirmalsingh Sidhu have affirmed that they
continue to meet all the requirements specified under Clause
49(I)(A)(iii) of the listing agreement in respect of their position as
an "Independent ector" of Banas Finance Limited.
POLICIES ON ECTORS' APPOINTMENT AND REMUNERATION:
The policies of the Company on ectors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a ector and other matters provided under sub-section
(3) of Section 178 of the Act is appended as Annexure I to this Report.
EVALUATION OF BOARD OF ECTORS:
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Nomination and Remuneration Committee of the Board
carried out the annual evaluation of the performance of the Board as a
whole, the ectors individually as well as of various Committees of the
Board. The performance evaluation of the Independent ectors was carried
out by the Nomination and Remuneration Committee and noted in turn by
the Board.
STATUTORY AUDITORS:
M/s. Pravin Chandak & Associates, Chartered Accountants having
Registration No. 116627W, who are Statutory Auditors of the Company
hold office up to the forthcoming Annual General Meeting and are
recommended for re-appointment to audit the accounts of the Company for
the Financial Year 2015-16. As required under the provisions of Section
139 of the Companies Act, 2013, the Company has obtained written
confirmation from M/s. Pravin Chandak & Associates, that their
appointment, if made, would be in conformity with the limits specified
in the said Section.
AUDITORS REPORT:
Observations made in the Auditors' Report are self-explanatory and
therefore do not call for any further comments under Section 134 (1) of
the Companies Act, 2013.
COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY STATUTORY
AUDITORS:
M/s. Pravin Chandak and Associates, Practicing Chartered Accountant, in
his Independent Auditor Report for financial year 2014-15 have drawn
the attention of the management on some Prudential Norms of NBFC, which
have been marked as qualification in his report. In connection with the
same management here with give the explanation for the same as follows:
Your Company is Small NBFC, as compare to other giant in market.
Company had not accepted any deposits from public. The Company is
doing business out of its own fund. The Company operates its business
with at most care and diligence. As far as making of Loan and Advances
are concerned, management grants demand loan only either to the parties
known to the Company or by reference which are governed by the Board
policies. Considering the close monitoring of Board no appraisal,
renewal, Policies and Procedure, therefore in some cases loan
agreements or some KYC were not maintained. However your ectors are of
a view that the Company has maintained all basic and necessary
documents, but according to the auditor the documents are not
appropriate/enough. The Company is under process to make KYC documents
in line with auditor's ections, for all future loan agreement and
contracts to be entered.
The Loans and Advances granted by the Company is cosidered as good and
recoverable and do not required any provisions and same has been
closely supervised and monitered on regular basis and proper internal
control is on place.
The management of the Company is quite confident that there is/was no
NPA. The Company grants unsecured loan either to the parties to whom
Company knows personally or to the parties, whose reference has been
received from, some parties with whom Company has already done the
business. Though the repayment of the loan and interest there on might
have been delayed some time by the parties, but Company do receive the
payment on later date.
The Company has received Order u/s 143(3) of Income Tax Act, 1961 dated
28/03/2014 for an outstanding income tax demand of Rs.7,74,50,120/-
pertaining to A.Y. 2011-12 in reply of the same Company has filed
appeal before CIT(A) on 04/04/2014, the Income Tax department has
granted stay on the order of demand and ected Company to pay
installment of Rs.15,00,000/- for ten months from June 2014 to March,
2015 till further order.
The Company has also received the notice u/s 154 of Income Tax Act,
1961 dated 21/08/2014, charging interest of Rs.2,36,52,216/- u/s 234B
in addition to demand. As far as contingent liability of
Rs.7,74,50,120/- is concerned, the same is not provided as the
management feels that the demand raised is likely to be either deleted
or substantially reduced as the company has filed appeal in response to
the demand raised by the Assessing Officer deposited tax of Rs.
1,50,00,00 in response to the demand raised by the assessing officer
and accordingly no provision is considered.
SECRETARIAL AUDIT:
Pursuant to the requirements of Section 204(1) of the Act, and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s. P.D. Pandya & Associates,
Company Secretary in Practice to conduct the Secretarial Audit for the
financial year 2014-15. The Secretarial Audit Report as received from
M/s. P.D. Pandya & Associates is appended to this Report as Annexure
II.
COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL
AUDITORS:
M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his
Secretarial Audit Report for financial year 2014- 15 have drawn the
attention of the management on some the non-compliances, which have
been marked as qualification in his report. In connection with the same
management herewith give the explanation for the same as follows:
As pointed out by our Secretarial Auditors in their report, it was a
matter of fact that Income Tax Authority had conducted income tax
search on 9th June, 2015 and 10th June, 2015. During their search they
had confiscated Minutes Books and certain other documents for their
reference due to which the company could not produce physical copy of
the Minutes Books to the secretarial auditor for their verification.
However, the soft copy of the minutes was produced before the auditor
and the same was verified by them.
As far as the appointment of Internal Auditor and Internal Control is
concerned, The Management of the Company is of a view that the
Company's size is very small as compared to its peer group companies,
the Company has already in place Risk Management Policy to cope up with
unforeseeable threats, risks and frauds. The management thinks that
Company has adequate Internal Control System commensurate with the size
of the Company and the Statutory Auditor also conduct test audit on
quarterly basis and submit the limited review certificate and draws the
attention of the management on concerned matters. However the
Management also ensures to strengthen the Internal Control System of
the Company. However to make good of said default Company has appointed
M/s. A M Gohel & Co., as Internal Auditor of the Company in current
financial year for conducting periodic internal audit in compliance of
Section 138 of Companies Act, 2013.
Mr. Girraj Kishor Agarwal, ector of the Company, also the Manging ector
of M/s. Tilak Finance Limited and M/s. Banas Finance Limited, a group
companies. As all these Companies is being operated from the same
place, which will allows him to devote full time to all companies by
sitting at same place, with the view of the same Mr. Girraj Kishor
Agrawal was also appointed as CFO of the Company. However the same
contravenes the provision of section 203 of Companies Act, 2013 that
one person cannot held position of KMP in more than one Company. To
ensure the Compliance with said section Company has suggested to Mr.
Girraj Kishor Agarwal to take resignation from the post of CFO of the
Company and confirmed with Mr. Girraj Kishor Agarwal.
REPORTS DN CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION S ANALYSIS:
The reports on Corporate Governance and Management Discussion and
Analysis for the year under review, as stipulated under Clause 49 of
the Listing Agreement form part of the Annual Report. The certificate
from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is annexed to the Corporate
Governance Report.
PARTICULARS DF CONTRACTS DR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC - 2 are
appended as Annexure III.
EXTRACT PF ANNUAL RETURN:
Pursuant to the requirements under Section 92(3) and Section 134(3) of
the Act read with Rule 12 of Companies (Management and Administration)
Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is
given in the Report as Annexure IV.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing the disclosures
pertaining to remuneration and other details as required under the Act
and the above Rules are provided in the Annual Report. The disclosures
as specified under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, have been appended
to this Report as Annexure V.
POSTAL BALLOT:
No postal ballot was held during the year 2014-2015.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in
place commensurate with the size of the Company. However Company is
trying to strengthen the same. The details of the risks faced by the
Company and the mitigation thereof are discussed in detail in the
Management Discussion and Analysis report that forms part of the Annual
Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of the Investments covered under the provisions of Section 186
of the Companies Act, 2013 (Act) will be produced for verification to
the members at the registered office of the Company on their request.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company, being a non-banking finance company (NBFC), does not have
any manufacturing activity. The ectors, therefore, have nothing to
report on 'conservation of energy and technology absorption'.
FOREIGN EXCHANGE:
There is no inflow and outflow of Foreign Exchange.
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 2015 -
2016.
VIGIL MECHANISM/WHISTLE BLDWER POLICY:
The Company has established a vigil mechanism to provide appropriate
avenues to the ectors and employees to bring to the attention of the
Management, the concerns about behavior of employees that raise
concerns including fraud by using the mechanism provided in the Whistle
Blower Policy. The details of the said Policy are included in the
Report on Corporate Governance which forms part of the Annual Report.
During the financial year 2014-15, no cases under this mechanism were
reported in the Company and any of its subsidiaries/ associates.
PDLICY FDR PREVENTION, PRDHIBITIDN AND REDRESSAL DF SEXUAL HARASSMENT
DF WDMEN AT WORKPLACE:
The company has framed policy in accordance with The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
During the financial year 2014-15, no cases in the nature of sexual
harassment were reported at any workplace of the company.
CED AND CFD CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification
as required under Clause 49 of the Listing Agreements and Chief
Executive Officer declaration about the Code of Conduct is Annexed to
this Report.
ACKNOWLEDGEMENT:
The Board of ectors wishes to express sincere thanks to Bankers,
Shareholders, clients, Financial Institutions, customers, suppliers and
employees of Companies for extending support during the year
FOR & ON BEHALF OF THE BOARD
Sd/-
Girraj Kishor Agrawal
(Director & CFO)
Place: Mumbai
Date: 10/08/2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 31st Annual Report together
with the Audited Statement of Accounts for the year ended 31st March,
2014. The Management Discussion & Analysis is also incorporated into
this Report.
FINANCIAL RESULTS
Summary of the Company''s financial performance for F.Y. 2013-2014 as
compared to the previous financial year is given below:
(Figures in Lacs)
Particulars F.Y. 2013 Â 2014 F.Y. 2012 - 2013
Income 562.67 325.22
Profit before Dep. & Int. 30.67 5.83
Depreciation 3.00 4.88
Interest 21.91 0.00
Profit after Depreciation &
Interest 5.76 0.95
Provision for Taxation 0.00 0.18
Provison for Tax (deferred) 2.48 1.76
Profit after Tax 3.28 (0.99)
Net profit/ (Loss) 3.28 (0.99)
Amount Available for Appropriation 3.28 (0.99)
Balance carried to Balance Sheet 3.28 (0.99)
HIGHLIGHTS
During the year Company''s total sales including other income is
Rs562.67Lacsas compared to Rs. 325.22 Lacs in the previous year and
thereby registering a increase of 73.01% as compared to the previous
year. The Net Profit after tax was Rs. 3.28 Lacs against Rs. (0.99)
Lacs in the previous year, registering a increase of 431.31% as
compared to the previous year.
Considering the expectations of country''s gradual improvement in
effective demand and GDP growth rate coupled with upward movements in
capital market, your Directors expect better performance of the Company
in the coming years.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
BOARD OF DIRECTORS
There has been vast change on the Board of the Company with induction
of four people and resignation of two people till date on a Board. In
compliance of Section 203 (1) of the Companies Act, 2013 Mr. Girraj
Kishor Agrawal, Promoter & Director of the Company elevated to the
position of Chief Financial Officer of the Company (CFO) under KMP
category w.e.f21.07.2014.
The Board of Directors at its meeting held on 7th March, 2014,
appointed Mrs. Madhu Rajkumar Goel as an additional director in the
capacity of Independent Director of the Company pursuant to clause 49
of the Listing Agreement. Mrs. Madhu Rajkumar Goel will hold the
office up to the date of the ensuing annual general meeting. The
Company has received a notice under section 160 of the Companies Act,
2013, in respect of her candidature as a director at the
ensuing annual general meeting. Necessary resolution is being proposed
in the notice of the ensuing annual general meeting for the approval of
the members for appointment of Mrs. Madhu Rajkumar Goel as an
independent director of the Company for a term of 5 consecutive years
with effect from 7th March, 2014pursuant to section 149 of the
Companies Act, 2013.
The Board of Directors at its meeting held on 3rd September, 2014,
appointed Mr. Dauji Laddoo Chaturvedi as an additional director in the
capacity of Executive directorin professional category pursuant to
clause 49 of the Listing Agreement. Mr. Dauji Laddoo Chaturvedi will
hold the office up to the date of the ensuing annual general meeting.
The Company has received a notice under section 160 of the Companies
Act, 2013, in respect of his candidature as a directorat the ensuing
annual general meeting, be and is hereby appointed as a Director of the
Company whose period of officeshall be liable to determination by
retirement by rotation. Necessary resolution is being proposed in the
notice of the ensuing annual general meeting for the approval of the
members for appointment of Mr. Dauji Laddoo Chaturvedi as an Executive
director in professional category of the Company with effect from 3rd
September, 2014pursuant to section 149 of the Companies Act, 2013.
The Board has also appointed Mr. Shaival Gandhi as an additional
director in the capacity of Independent Director on its meeting held on
3rd September, 2014. Mr. Shaival Gandhi will hold the office up to the
date of the ensuing annual general meeting. The Company has received a
notice under section 160 of the Companies Act, 2013, in respect of his
candidature as a director at the ensuing annual general meeting.
Necessary resolution is being proposed in the notice of the ensuing
annual general meeting for the approval of the members for appointment
of Mr. Shaival Gandhi as an independent director of the Company for a
term of 5 consecutive years with effect from 3rd September, 2014
pursuant to section 149 of the Companies Act, 2013.
The Board has also inducted Mr. Amit Gulecha as a Managing Director of
the Company pursuant to Sections 196, 197, 198 and 203 and any other
applicable provisions of the Companies Act, 2013. The Company has
received a notice under section 160 of the Companies Act, 2013, in
respect of his candidature as a Managing director at the ensuing annual
general meeting. Necessary resolution is being proposed in the notice
of the ensuing annual general meeting for the approval of the members
for appointment of Mr. Amit Gulecha as an Managing Director of the
Company, for a period of Five years with effect from 3rd September,
2014 to 2nd September, 2019 on the terms and conditions including
remuneration as set out in the agreement entered into between the
Company and Mr. Amit Gulecha subject to the approval of shareholders in
the ensuing Annual General Meeting.
During the year under consideration Mr. Praveen Vidyashankar Vasishth
and Mrs. Tanu Agarwal has been resigned from the Board with effect from
07/03/2014 and 03/09/2014 respectively due to some of their pre-
occupations. Board sincerely appreciates the valuable contribution to
the Company during the tenor of their directorship.
Mr. Girraj Kishor Agrawal, Director, being the longest position in the
office amongst the two directors liable to retire by rotation, retires
from the Board by rotation this year and, being eligible, has offered
his candidature for reÂappointment. Necessary resolution for this
purpose is being proposed in the notice of the ensuing annual general
meeting for the approval of the members.
Board has also appointed Ms. Prajna Naik as a Company Secretary of the
Company in compliance of Section 203 (1) of the Companies Act, 2013.
As required under clause 49 of the listing agreement with the stock
exchanges, the informationon the particulars of directors proposed for
appointment/reÂappointment has been given in thenotice of annual
general meeting.
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 (1) of the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3) (c) of the
Companies Act, 2013, and based on the information provided by
management, your Directors'' state that:
a) In the preparation of the annual accounts for the financial year
ended 31st March, 2014 the applicable accounting standards have been
followed
b) Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the State of affairs of the corporation as at the end of
March 31, 2014 and of the profit of the Company for the year ended on
that date.
c) 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, 2013 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
d) The Annual Accounts of the Company have been prepared on the ongoing
concern basis.
STATUTORY AUDITORS
M/s. Pravin Chandak & Associates, Chartered Accountants having
Registration No. 116627W, have been the Auditors of the Company since
28th August, 2012 and have completed a term of two years. As per the
provisions of section 139 of the Act, no listed Company can appoint or
re-appoint an audit firm as auditor for more than two terms of five
consecutive years. In view of the above, M/s. Pravin Chandak &
Associates, being eligible for re-appointment and based on the
recommendation of the Audit Committee, the Board of Directors has, at
its meeting held on 3rd September, 2014, proposed the appointment of
M/s. Pravin Chandak & Associates, as the Statutory Auditors of the
Company for a consecutive period of five years to hold office from the
conclusion of this AGM till the conclusion of the 36th AGM of the
Company to be held in the year 2019 (subject to ratification of their
appointment at every AGM).
AUDITORS REPORT
Observations made in the Auditors'' Report are self-explanatory and
therefore do not call for any further comments under Section 134 (1) of
the Companies Act, 2013.
DECLARATION OF INDEPENDENCE BY DIRECTORS
The Independent Non-executive Directors of the Company, viz. Mr. Tushar
Ramchandra Rane, Mr. Ashwin Jantilal Shah, Mrs. Madhu Rajkumar Goel and
Mr. Shaival Gandhi have affirmed that they continue to meet all the
requirements specified under Clause 49(I)(A)(iii) of the listing
agreement in respect of their position as an "Independent Director" of
Banas Finance Limited.
DIRECTORS RESPONSE TO REMARKS IN AUDITOR''S REPORT
In the opinion of the Management, there are adequate internal control
system and procedures commensurate with the size of the Company and
nature of its business. The Company is in the process of appointing
Internal Auditors.
The rate of interest to be charged for the loan to be granted by the
Company is generally depend on the Clients requirement, Clients track
record and demand supply requirement, The rate of interest to be
charged on the loan granted is decided by the Board in the best
interest of the Company. However during the year your Company has also
granted interest free loans to few parties, with an intention to get
good amount of future business from them.
Your Directors are of a view that the Company has maintained all basic
and necessary KYC documents, but according to the auditor the documents
were not up to the mark. The Company is under process to make KYC
documents in line with auditor''s directions, for all future loan
agreement and contracts to be entered.
The management of the Company is quite confident that there is/was no
NPA. The Company grants unsecured loan either to the parties to whom
Company knows personally or to the parties, whose reference has been
received from, some parties with whom Company has already done the
business. Though the repayment of the loan and interest there on might
have been delayed some time by the parties, but Company do receive the
payment on later date.
In the present scenario there is cut throat competition in Finance
industry and whatever done by the company is done to survive in market
and is in the best interest of the Company.
DIRECTORS RESPONSE TO CONTINGENT LIABILITY
The Company has received Order u/s 143(3) of Income Tax Act, 1961 dated
28/03/2014 for an outstanding income tax demand of Rs.6,58,17,580/-
pertaining to A.Y. 2011-12 in reply of the same Company has filed
appeal before CIT(A) on
04/04/2014, the Income Tax department has granted stay on the order of
demand and directed Company to pay installment of Rs.15,00,000/- for
ten months from June 2014 to March, 2015 till further order.
The Company has also received the notice u/s 154 of Income Tax Act,
1961 dated 21/08/2014, charging interest of Rs.2,36,52,216/- u/s 234B
in addition to demand.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company, being a nonÂbanking finance company (NBFC), does not have
any manufacturingactivity. The directors, therefore, have nothing to
report on ''conservation of energy andtechnology absorption''.
FOREIGN EXCHANGE
There is no inflow and outflow of Foreign Exchange.
PARTICULARS OF EMPLOYEES
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees) Rules 1975,
forms part of this report - Not applicable.
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 2014 Â
2015.
STATUTORY DISCLOSURES
As required under the provisions of section 217(2A) of the Companies
Act, 1956, read with the companies (Particulars of Employees) Rules,
1975, as amended, particulars of employees are set out in the annexure
to the Directors'' Report. As per the provisions of Section
219(1)(b)(iv) of the said Act, this report is being sent to all the
members excluding the particulars of the employees.
Directors'' Responsibility Statement as required by section 217(2AA) of
the Companies Act, 1956 appears in preceding paragraph.
Certificate from auditors of the Company regarding compliance of
conditions of corporate governance is annexed to this report.
Disclosures as prescribed by Non- Banking Financial (Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007
and other NBFC Regulations have been made in this Annual Report.
A Cash Flow Statement for F.Y 2013-2014 is attached to the Balance
Sheet.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Further, a separate Management Discussion and AnalysisReport covering a
wide range of issues relating to IndustryTrends, Company Performance,
SWOT analysis, CorporateProcess, Business Outlook among others is
annexed to this Report.
CORPORATE GOVERNANCE COMPLIANCE
As required under Clause 49 of the Listing Agreements, a detailed
report on Corporate Governance Annexed to this Report.
The Statutory Auditors of the Company have examined the Company''s
compliance and have certified the same as required under the Listing
Agreements.
CEO AND CFO CERTIFICATION
The Chief Executive Officer and Chief Financial Officer Certification
as required under Clause 49 of the Listing Agreements and Chief
Executive Officer declaration about the Code of Conduct is Annexed to
this Report.
COMPANIES ACT, 2013
The Companies Act, 2013 was notified in the Official gazette of the
Government of India on August, 29, 2013. On September 12, 2013 Ministry
of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014
the MCA notified another 198 sections which were deemed to come into
force on 1st April, 2014.
The MCA wide circular No. 08/2014 dated April 4, 2014 clarified that
the financial statements and the documents required to be attached,
thereto, the auditors'' and directors'' report in respect of the
financial year under reference shall continue to be governed by the
relevant provisions of the Companies Act, 1956, schedules and rules
made there under.
The Company has accordingly prepared the balance sheet, profit & Loss
a/c, the schedules and notes thereto and the Director''s report in
accordance with the relevant provisions of the Companies Act, 1956,
schedules and rules made there under.
The Company has to take cognizance of the new legislation and shall
comply with the provisions of the Companies Act, 2013 as applicable.
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 dematerialized form with their respective depository participants
and in respect of shares held in physical form with Companies RTA.
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 &ON BEHALF OF THE BOARD
Place: Mumbai Sd/- Sd/-
Date: 03/09/2014 Girraj Kishor Agrawal Tushar Rane
(Director) (Director)
Mar 31, 2013
To The Members
The Directors present their 30th Annual Report with Audited Statement
of Accounts for the year ended on March 31, 2013.
Financial Results
(Amt. In Lacs)
Particulars Year Ended Year Ended
31/03/2013 31/03/2012
Income 325.22 776.21
Profit before Dep. & Int. 5.83 9.15
Depreciation 4.88 7.96
Interest 0.00 0.00
Profit after Depreciation & Interest 0.95 1.19
Provision for Taxation 0.18 0.22
Provison for Tax (deferred) 1.76 1.07
Profit after Tax (0.99) 2.04
Net profit/ (Loss) (0.99) 2.04
Amount Available for Appropriation (0.99) 2.04
Balance carried to Balance Sheet (0.99) 2.04
FINANCIAL HIGHLIGHTS
During the year Company''s total sales including other income is Rs
325.22 Lacs as compared to Rs. 776.12 Lacs in the previous year and
thereby registering an decrease of 58.10% as compared to the previous
year. The Net Profit after tax was Rs. (0.99) Lacs against Rs. 2.04
Lacs in the previous year, registering an decrease of 306.06% as
compared to the previous year.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
BOARD OF DIRECTORS
In accordance with the provisions of section 255 of the Companies Act,
1956 and the Articles of Association of the Company, Mrs. Tanu Giriraj
Kishor Agarwal retire by rotation at the ensuing Annual General
Meeting, and being eligible offers herselves for reappointment.
Mrs. Saloni Agrawal has resigned w.e.f. 13/08/2013 from the post of
Managing Director of the Company due to her preoccupation. Board has
accepted her resination and appreciate her contribuition to Board
during the yaer under consideration.
The composition of Board remains same during the year under
consideration.
DEPOSITS
The Company has been registered as a NBFC. in terms of the provisions
of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudentail Norms (Reserve Bank) Directions, 2007. Your company is
catagorised as an Non deposit taking Non Banking Financial Company. The
Company has not accepted any deposits during the year from the public
within the meaning of Section 58 A 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 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2013 the applicable accounting standards have been
followed, along with proper explanation relating to all material
departures.
(ii) 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 the profit of the Company for that period.
(iii) 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 ofjthe Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March, 2013 on a going concern basis.
AUDITORS -|_
M/s. Pravin Chandak & 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) & 226(3)
of the Companies Act, 1956.
AUDITORS REPORT
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.
ALLOTMENT OF SHARES ON PREFERNTAIL BASIS
You Company has alloted on 26th March, 2013 at duly conveyed meeting of
Board of Directors 1,17,60,000 Equity Shares of Rs.1/- each at Rs.17/-
per shares (Including a premium of Rs.16/-) to Non-Promoters. The
Company has taken the approval of the members of the Company for the
same through Special Resolution passed at duly conveyed Extra Ordinary
General Meeting held on 14th March, 2013.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation of energy and
Technology absorption is not applicable.
PARTICULARS OF EMPLOYEE
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees) Rules 1975,
forms part of this report - Not applicable.
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 2013 -
2014.
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
ÂGreen 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 Registrar and
Transfer Agent 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 & ON BEHALF OF THE BOARD
Sd/- Sd/-
Place: Mumbai Girraj Kishor Agrawal Tanu Agrawal
Dated:27/08/2013 (Director) (Director)
Mar 31, 2012
The Directors present their 29th Annual Report with Audited Statement
of Accounts for the year ended on March 31, 2012.
Financial Results
(Amt. in Lacs)
Particulars Year Ended Year Ended
31/03/2012 31/03/2011
Income 776.12 831.20
Profit before Pep. & Int. 9.15 17.83
Depreciation 7.96 8.86
Interest 0.00 0.91
Profit after Depreciation
& Interest 1.19 8.06
Provision for Taxation 0.22 0.86
Provison for Tax (deferred) 1.07 4.72
Profit after Tax 2.04 11.92
Net profit/ (Loss) 2.04 11.92
Amount Available for Appropriation 2.04 11.92
Balance carried to Balance Sheet 2.04 11.92
FINANCIAL HIGHLIGHTS
During the year Company's total sales including other income is Rs
776.12 Lacs as compared to Rs.
831.20 Lacs in the previous year and thereby registering an decrease of
6.63% as compared to the previous year. The Net Profit after tax was
Rs. 2.04 Lacs against Rs. 11.92 Lacs in the previous year, registering
an decrease of 82.89% as compared to the previous year.
DIVIDEND
Your Directors decided to plough back the profit and therefore dividend
is not declared.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Girraj Kishor Agrawal
retire by rotation at the ensuing Annual General Meeting, and being
eligible offers themselves for reappointment.
The Board of Directors appointed Mr. Praveen Vidyasankar Vasishth as an
Additional Director with effect from 24th August, 2011. Your Directors
recommend the appointment of Mr. Praveen Vidyasankar Vasishth as a
Director of your Company at the forthcoming Annual General Meeting.
The Board of Directors has also appointed Ms. Saloni Girraj Kishor
Agrawal as Managing Director of the Company with effect from 28th
August, 2012. Your Directors recommend the appointment of Ms. Saloni
Girraj Kishor Agrawal as Managing Director of your Company at the
forthcoming Annual General Meeting.
SUB-DIVISION OF 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
has sub-divided its equity share capital from face value of Rs.10/- per
share to Rs.l/- per share for which company has taken the approval of
members in last annual general meeting, for which company has taken the
approval of members in last annual general meeting.
DEPOSITS
The Company has been registered as a NBFC. in terms of the provisions
of Non-Banking Financial [Non-Deposit Accepting or Holding) Companies
Prudentail Norms (Reserve Bank) Directions, ,007. Your company is
catagorised as an Non deposit taking Non Banking Financial Company. The
Company has not accepted any deposits during the year from the public
within the meaning of Section 58 A 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 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
(i) 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 to all material
departures.
(ii) 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 the profit of the Company for that period.
*
(iii)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
s Act, 1,56 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv)That the Directors have prepared the accounts for the financial
year ended 31st March 2012 on a going concern basis.
AUDITORS
The Board had recommended the appointment of M/s. Pravin Chandak &
Associates, Chartared Accountant as an auditor of the company for whom
company has received a notice u/s 225 read with section 190 of the
Companies Act, 1956 from members seeking their appointment in place of
retiring Auditor M/S. R. SONI & Co., who has expressed not to seek
re-appointment due to his some prior pre- occupation. M/s. Pravin
Chandak & Associates have confirmed that appointment if made, shall
within the limit specified in section 224(1B) of the Companies Act,
1956 and who will hold office until the concusion of next Annual
General Meting.
AUDITORS REPORT
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.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation cf energy and
Technology absorption is not applicable
PARTICULARS OF EMPLOYEE
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees] Rules 1975,
forms part of this report - Not applicable.
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 Registrar and
Transfer Agent 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 & ON BEHALF OF THE BOARD
PLACE: MUMBAI Sd/-
DATED :28/08/2012 Girraj Kishor Agrawal
Chairman
Mar 31, 2011
The Members
The Directors present their 28th Annual Report with Audited Statement
of Accounts for the year ended on March 31, 2011.
Financial Results
(Amt. In Lacs)
Particulars For the year ended on
31/03/2011 31/03/2010
Income 1051.36 1.61
Profit before Dep. & Int. 16.92 1.17
Depreciation 8.86 0.88
Interest 0.00 0.00
Profit after Depreciation &
Interest 8.06 0.29
Provision for Taxation 0.86 0.00
Provison for Tax (deferred) 4.72 0.00
Profit after Tax 11.92 0.29
Net profit/ (Loss) 11.92 0.29
Amount Available for Appropriation 11.92 0.29
Balance carried to Balance Sheet 11.92 0.29
FINANCIAL HIGHLIGHTS
During the year Company's total sales including other income is Rs
1051.36 lacs as compared to Rs. 1.61 lacs in the previous year and
thereby registering an increase of 65202% 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 Mr. Tushar Ramchandra Rane
retire by rotation at the ensuing Annual General Meeting, and being
eligible offers themselves for reappointment.
The Board of Directors appointed Ms. Saloni Agrawal as an Additional
Director with effect from 15 July, 2011. Your Directors recommend the
appointment of Ms. Saloni Agrawal as a Director of your Company at the
forthcoming Annual General Meeting.
Mr. Nayan Yagik has resigned as the director from the Board of the
Company with effect from 30/12/2010. During his tenure as Director, he
has greatly contributed to the performance of the Company by his vast
knowledge and experience.
PREFERENTIAL ALLOTMENT
During the year Company has issued 99,00,000 equity shares at Rs .10/-
each at premium of Rs 10/- on preferential basis to promoters and non
promoters.
DEPOSITS
Your company has not accepted any deposits within the meaning of
Section 58A of The Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March 2011 the applicable accounting standards have been
followed, along with proper explanation relating to all material
departures.
(ii) 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 the profit of the Company for that period.
(iii) 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.
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2011 on a going concern basis.
AUDITORS
M/S. R. SONI & Co., 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 (1B) and any other
applicable provisions, if any, of the Companies Act, 1956.
AUDITORS REPORT
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.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars under the companies (Disclosure of Particulars in the
Report of Board of Directors) Rules 1988, on conservation of energy and
Technology absorption is not applicable
PARTICULARS OF EMPLOYEE
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees) Rules 1975,
forms part of this report - Not applicable.
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 2010 Ã
2011.
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 TSRDL.
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, sup-pliers
and employees of Companies for extending support during the year.
FOR & ON BEHALF OF THE BOARD
Sd/-
PLACE: MUMBAI Girraj Kishor Agrawal
DATED :15/07/2011 Chairman
Mar 31, 2010
The Directors have the pleasure in are sending their twenty- Seventh
Annual Report along with the Audited Statements of Account for the year
ended 31st March, 2010.
1. FINANCIAL PERFORMANCE
Particular 2009-10 2008-09
Amount Rs. Amount(Rs.)
Total Expenditure excluding Depreciation 44.120 1.56,674
Profit Ioss) before Depreciation 1.17,491 59,239
Depreciation 88.567 1,14,702
Net Pfofit(Loss) 28.924 (1.73,941)
2 REVIEW OF OPERATIONS
Although the Accounts for the year ended on 31st March. 2010 do not
reject expected results. your Directors are making continuous efforts
to maintain is level of activities.
3. DIRECTORS
Mr. Rajesh Wagal. Director the Company retires by rotation and being
eligible, offers himself for re-appointment.
4. RESPONSIBlLITY. STATEMENT The Directors confirm:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed ana that no material departure
has been made from the same.
b) that they have selected such accounting policies and applied them.
consistently and made judgements and estimates that ore reasonable and
prudent so as to give a true and far view at the stale of affairs of
the Company at the end at the financial year and of the profit or loss
of the Company for that period;
c) that they have taker- proper and sufficient core for the maintenance
at adequate accounting records in accordance with the provisions of the
Companies Ac1, 1956, for- safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities:
d) that trey have prepared the annual accounts on a going concern
basis.
5. PARTICULARS UNDER SECTION 217 Ml (e) Of THE COMPANlES (DISCLOSURE
OF PARTICULARS IN THE REPOPT OF Board OF DIRECTORS ) RULES. 1988
a. Conservation of Energy : Not Applicable
b. Technology Absorption : Nil
c. Foreign Exchange Earnings : Nil
d. foreign Exchange Outgo : Nil
6. AUDITORS
The .Auditors, m/s R.D.Shenvi & Co., Chartered Accountants, retire at
the for the coming Annual General Meeting and offer themselves or
reappointment.
7 ACKNOWLEDGEMENT ;
You; Directors grarefully acknowledge the co-operation. support and
confidence which you* Company has been enjoying from its shareholders
and the staff members,
FOR AND ON BEHALF OF THE BOARD
Sd/-
Chairman
Place : Mumbai
Date : 10th May. 2010.
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