The Directors have pleasure in presenting the Twenty first Annual Report along with theaudited accounts of the Company for the year ended 31st March, 2013.
|PARTICULARS ||Year Ended 31st March, 2013 ||Year Ended 31st March, 2012 |
| ||(Rs) ||(Rs) |
|Income from operations ||16,98,50,230 ||15,50,29,007 |
|Profit before Interest, & Depreciation ||10,58,61,241 ||10,27,06,133 |
|Less || || |
|Interest ||5,72,51,632 ||5,61,94,476 |
|Depreciation ||10,76,794 ||10,38,109 |
| ||5,83,28,426 ||5,72,32,585 |
|PROFIT BEFORE TAXATION ||4,75,32,815 ||4,54,73,548 |
|Provision for Taxation ||(15,605,000) ||(14,700,000) |
|Deferred Tax Assets ||1,579,779 ||(164,001) |
|PROFITS AFTER TAXATION ||3,35,07,594 ||3,06,09,547 |
|Prior Period Items ||NIL ||NIL |
|Excess/(Short) provision for earlier year ||(71,760) ||NIL |
|Add: Balance Brought Forward || || |
|from Previous year ||5,78,51,553 ||3,87,82,266 |
|PROFITS AVAILABLE FOR APPROPRIATIONS ||9,12,87,387 ||6,93,91,813 |
|APPROPRIATIONS || || |
|Dividend ||45,19,114 ||32,61,280 |
|Tax on Dividend ||7,68,023 ||5,28,980 |
| ||52,87,137 ||37,90,260 |
|Transfer to General Reserve ||15,00,000 ||15,50,000 |
|Transfer to Special Reserve ||65,65,000 ||62,00,000 |
|PROFIT & LOSS A/C SURPLUS ||7,79,35,250 ||5,78,51,553 |
In the year under review, y Gross income was Rs 1698.50 lacs as compared to Rs 1550.29lacs in the previous year showing the growth of 9.56%. y The Profit before Taxes for theyear is Rs 475.33 lacs as compared to Rs 454.74 lacs in the previous year showing thegrowth of 4.52%. y The net profit for the year is Rs 335.07 lacs as compared to Rs 306.10lacs in the previous year showing the increase of 9.46%.
The Board has recommended a dividend of Rs 0.80 per equity share (previous year Rs 0.80per equity share) of fully paid up face value of Rs 10/-, amounting to Rs 45,19,114/-(previous year Rs 32,61,280). The tax on distributed profits payable on this dividend isRs 768,023/- (previous year Rs 528,980) making the aggregate distribution to Rs52,87,137/- (previous year Rs 37,90,260). The proposed dividend would be tax free in thehands of the shareholders.
Transfer to Reserves
According to Companies (Transfer of Profits to Reserves) Rules, 1975, the Board hasrecommended a transfer of Rs 15,00,000/- to the general reserve and an amount of Rs65,65,000/- transfer to Special Reserve as required by Section 45-IC of the Reserve Bankof India Act, 1934.
During the year, the following changes were effected in the Share Capital of yourCompany:-
Increase in Issued and Paid up Share Capital
a) The following securities were allotted on 16/04/2012 during the financial year:
13,58,129 Ordinary Equity Shares of face value 10/- each at a premium of Rs46.95 per equity share;
12,75,760 10% Compulsorily Convertible Debentures [CCD] of face value of Rs56.95 per CCD with a right exercisable by the CCD holder to subscribe for one OrdinaryEquity Share of 10/- each per CCD; or for one A Ordinary Share of Rs 10/- eachper CCD.
4,28,329 Warrants of face value of Rs 28/- per warrant with a right exercisableby the warrant holder to subscribe for one Ordinary Equity Share of 10/- each per warrant.
Out of it, 214,164 Warrants were converted into equity shares on 13/02/2013. The newEquity Shares rank paripassu with the existing Equity Shares of your Company.
LISTING OF SHARES
The Companys share continues to remain listed with The Stock Exchange, Mumbai,where the share is actively traded. BSE vide its letter no DSC/PREF/SJ/FIP/037/2013-2014dated 15/04/2013 has approved listing of 214,164 equity shares of Rs 10/- each convertedat a premium of Rs 18/- per equity share on 13/02/2013.
M/s Namra Finance Limited a wholly owned subsidiary has received a license numbered01.00517 dated February 14, 2013 from RBI awarding "NBFC-MFI" (Non-BankingFinance Company - Microfinance Institution) license and it became the first company inIndia to receive "NBFC-MFI" license. It has commenced business w.e.f 15/02/2013.
An additional capital of Rs 300.00 lacs has been infused. Its Balance Sheet, Profit andLoss Account and other documents have been attached with this annual report.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis have been reviewed by the Audit Committee and thesame is forming a part of this Annual Report.
Pursuant to clause 49 of the listing agreement, a report on corporate governance alongwith auditors certificate of its compliance is included as part of the annualreport.
The clause 153 read with clause 154 of Articles of Association of the Company providethat at least two-thirds of our Directors shall be subject to retirement by rotation. Onethird of these retiring Directors must retire from office at each Annual General Meetingof the shareholders. A retiring Director is eligible for re-election.
Shri Jayendrabhai Patel, Shri Chinubhai Shah and Shri Aalok Patel will retire byrotation and being eligible, offer themselves for reappointment. The details of theirre-appointment together with nature of their expertise in specific functional areas andnames of the companies in which they hold office as Director and/or theChairman/Membership of Committees of the Board, are provided in the Notice of the ensuingAnnual General Meeting.
CODE OF CONDUCT
The code of conduct for all board members and senior management of the Company has beenlaid down and is being complied in words and spirit. The declaration on compliance of codeof conduct signed by Chairman & Managing Director of the Company is included as a partof this annual report.
Pinakin Shah & Co., Practicing Company Secretary conducted Secretarial Auditpursuant to provisions of Section 383A of the Companies Act, 1956, for the financial year2012-13. Pinakin Shah & Co. has submitted the Report confirming compliance with theapplicable provisions of Companies Act, 1956 and other rules and regulations issued bySEBI/other regulatory authorities for corporate law.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars required to be furnished by the Companies (Disclosure of particulars in theReport of Board of Directors) Rules 1988: Part A and B pertaining to conservation andtechnology absorption are not applicable to the Company. However the Company endeavored toconserve energy consumption wherever feasible.
The Company has neither used nor earned any foreign exchange during the year underreview.
PARTICULARS OF EMPLOYEES:
The information as required under Section 217(2A) of the Companies Act.1956 read withCompanies (particulars of employees amendment) Rules, 1988 as amended from time totime is nil.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to sub-Section (2AA) of Section 217 of Companies Act1956 the Board ofDirectors of the Company hereby State and confirm that:
in the preparation of Annual Accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at end of the financialyear and of the profit of the Company for the period;
the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
The Directors have prepared the annual accounts on a going concern basis.
A Cash Flow statement for the year ended March 31, 2013 is attached to the BalanceSheet.
AUDITORS AND AUDITORS REPORT:
The auditors M/s J. T. Shah & Co., Chartered Accountants, Ahmedabad holds officeuntil the conclusion of the Next Annual General Meeting and they have intimated theCompany in writing of their willingness to be reappointed as auditors of the Company forthe financial year 2013-14. The Company has received certificate from them to the effectthat the appointment if made, would be within prescribed limits under Section 224 (1-B) ofthe Companies Act, 1956.
The Company has not invited or accepted any deposits from the public. However it hasaccepted unsecured loan from its directors. The Company has made all compliances in termsof Non-Banking Financial Companies (Reserve Bank) Directions, 1998.
The Companys assets are adequately insured against major risks.
"A" ORDINARY SHARES
12,75,760 CCD allotted on 18/04/2012 are due for conversion into one Ordinary EquityShare of Rs 10/- each per CCD or for one "A" Ordinary Shares of Rs 10/- each perCCD or partly in Ordinary Equity Shares and partly in "A" Ordinary Shares at theoption of investor. As per clause 28A of the listing agreement executed with BSE, class"A" Ordinary Shares should not have any superior right as regards to dividendand accordingly an amendment in resolution passed by way of postal ballot on 19/12/2011 isproposed and a notice to that respect under Rule 5 (d) of Companies (Passing of resolutionBy Postal Ballot) Rules 2011 is issued.
The Company has received excellent co-operation from its bankers and financialinstitutions viz. IDBI Bank Ltd., State Bank of India, State Bank of Patiala, HDFC BankLtd, SIDBI, NABARD, AXIS Bank Ltd., ICICI Bank Ltd, United Bank of India, DevelopmentCredit Bank Ltd., Ananya Finance for Inclusive Growth Private Limited, MAS FinancialService Ltd., Reliance Capital Ltd., The Sarvodaya Commercial Co-op Bank Ltd., and TheAhmedabad District Co-op Bank Ltd. The Company looks forward to the continued co-operationfrom its Bankers in future as well.
The Company puts on record its appreciation for the dedication of its staff members andthe co-operation of its stake holders received during the period under review.
| ||For and on behalf of the Board |
|Place: Ahmedabad. ||CHINUBHAI R. SHAH |
|Date: 25/07/2013 ||CHAIRMAN |