REPORT OF THE DIRECTORSYour Directors are pleased to present the Thirty Second Annual Report along withAudited Accounts for the year ended March 31, 2010.
Financial Highlights
| | Rs. in Lacs |
| Particulars | March 31, 2010 | March 31, 2009 |
| Gross Income | 6668.30 | 109751.48 |
| Expenditure | 248.24 | 2970.43 |
| Profit Before Tax <PBT) | 6620.06 | 106781.04 |
| Provision (or Tax | | |
| - Current | 1541.52 | 11511.50 |
| - Deferred | (0-91) | 1.69 |
| Profit After Tax (PAT) | 5079.45 | 95267.95 |
| Profit Brought Forward from last year | 100107.56 | 23893.15 |
| Excess Provision for Tax Written Back | 0.70 | 0.05 |
| Taxes for Earlier Year | (0.69) | 0.00 |
| Available for appropriation | 105187.03 | 119161.16 |
| Appropriations | | |
| Statutory Reserve Fund | 1015,90 | 19033.60 |
| Balance Carried to Balance Sheet | 104171.13 | 100107.56 |
Dividend
To conserve the resources of the Company for future investments your Directors havedeemed it prudent not to recommend any Dividend for the financial year ended March 31,2010.
Operational review
During the year under review, the Company achieved a Profit before Tax of Rs. 6620.06Lacs. The Profit after Tax was Rs. 5079.45 Lacs as compared to Rs. 95267.95 Lacs (wichincluded the gain from sale of Investments in Ranbaxy Laboratories Ltd of Rs. 102,000Lacs) in the previous year. An amount of Rs. 1015.90 Lacs was transferred to StatutoryReserve Fund pursuant to Section 45 (1) C of the Reserve Bank of India Act, 1934. theCompany's Net Worth as on March 31. 2010 stood at Rs. 134303.77 Lacs as against Rs.129224.30 Lacs last year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
ECONOMY AND INDUSTRY OVERVIEW
The Indian Economy, which had managed to emerge out of the global turmoil in the year2008-09 relatively unscathed, witnessed a quick rebound in the year 2009-2010 followed byunprecedented boost of liquidity by Federal Governments across countries.
The growth story of India has always looked robust compared to its peers, given thelong term dynamics in its favour. A lower export dependence and high domestic demand sawIndia emerge relatively unharmed from global turbulence. India, along with China, was theonly major economy to have registered a 5% plus growth.
The Indian Financial markets have performed better than others during this year. Therecovery in equity markets has been spectacular and the emerging markets have outperformedthe developed markets in FY 10 with India, Brazil and Russia among top outperformed.
OPERATIONAL. OVERVIEW OF THE COMPANY
Your Company has earned a Net Profit before Tax of Rs.66.20 Crores during the yearwhich largely comprises of dividend and interest income earned by the Company
OPPORTUNITIES & THREATS
Your Company is very well poised to exploit new opportunities. The Indian economy isamong the fastest growing economies In the world and the demographic dividendcontinues to provide immense opportunities for growth. There are increased opportunitiesfor consolidation/ acquisitions and restructuring which opens out opportunities torfurther expansion.
The key threats to the Company's business is attendant market risks in form of fall inreturn and/or reduction In value of its investments depending upon the market conditions.The Company manages all these risks by maintaining a conservative .financial profile andby following prudent business and risk management practices
FUTURE OUTLOOK
The Company has sufficient funds which are deployed to earn a safe and attractivereturn for the company. The Company is on look out for expanding its business by suitablydeploying its available funds and exploring opportunities for consolidation andacquisitions etc.
RISKS & CONCERNS
The Company is exposed to risks that are specific to its business and the environmentwithin which it operates, like volatility of interest rates, market and credit risks,competitiveness of the financing industry etc. The Company manages these risks bymaintaining a conservative financial profile and by following prudent business and riskmanagement practices.
HUMAN RESOURCES
The Company is deriving maximum output from the existing employees through motivationand in order to conserve costs, no recruitments have been made.,
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has proper and adequate system of Internal Control commensurate with itssize and business. The Company ensures adherence to Internal Control Policies andProcedures as well as all regulatory compliances. The Company has an Audit Committee ofthe Board of Directors which meets regularly to review, Inter-alla, adequacy of InternalControls and Audit Findings on various aspects of the business.
CAUTIONARY STATEMENT
Statement in this "Management Discussion and Analysis" describing theCompany's objectives, expectations or predications may be within the meaning of applicablelaws and regulations. Actual results could differ materially from those expressed orimplied in such forward-looking statement. The Company undertakes no obligation topublicly update or revise any forward looking statements whether as a result of newinformation, future events or otherwise.
Fixed Deposits
During the year under review, the Company has not accepted any fixed deposits withinthe meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance ofDeposits) Rules, 1975.
Directors
In terms of Article 100 of the Articles of Association of the Company, Mr. ShivinderMohan Singh, Mr. Anul Chowdhry Directors of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible, offer themselves for re-appointment. Therequisite disclosure regarding the above Directors has been made in the Report onCorporate Governance which forms part of this Report.
Dr. Preetinder Singh Joshl was appointed as additional director of the companyeffective from October 5,2010. In accordance with the provisions of the Companies Act,1956, the Additional Director appointed as above hold office upto the ensuing AnnualGeneral Meeting. The Company is in receipt of Notice under Section 257 of the CompaniesAct, 1956 from the members proposing their candidature as Director of the Company, liableto retire by rotation.
Mr. V. M. Bhutani, Director of the Company, resigned during the year. The Board placeson record its appreciation for the valuable contribution rendered by Mr. Bhutanl duringhis tenure as a Director of (he Company.
Subsidiary Companies
The audited statement of accounts of Shimal Research Laboratories Limited, {SRLL) awholly owned subsidiary of the Company and Fortis Clinical Research Limited, thesubsidiary of SRLL together with the Reports of Directors' and Auditors' for the yearended March 31, 2010 as required under Section 212 of the Companies Act are annexed.
Consolidated Financial Statements
As required under Clause 32 of the listing Agreements with the Stock Exchanges, Auditedconsolidated Financial statements form part of the Annual Report.
Listing
The Equity Shares of the Company continue to remain listed on Bombay Stock ExchangeLimited (BSE) and Delhi Stock Exchange (DSE). The Company has paid the requisite AnnualListing Fee to BSE and DSE for the financial year 2010-11.
Directors' Responsibility Statement
In terms of the provisions of Section 217(2AA) of the Companies Act,-1956, theDirectors hereby state and confirm as under
(i) that in the preparation of the annual accounts for the year ended on March 31,2010, the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(ii) that the Directors had selected appropriate 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 the end of thefinancial year 2009-2010 and of the profit of the Company for that period;
(iii) that the Directors had 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;
(iv) that the Directors had prepared the annual accounts of the Company on a goingconcern basis.
Particulars of Employees
None of the employees Is In receipt of remuneration for the year, which in aggregatewas more than the limit prescribed under Section 217(2A) of the Companies Act. 1956 andrules made thereunder.
Corporate Governance
A separate Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement Is annexed as a part of this Report along with the Auditors' Certificatethereon.
Auditors and Auditors' Report
M/s R.V. Shah & Co,, Chartered Accountants, Statutory Auditors of the Company, holdoffice tilt the conclusion of the forthcoming Annual General Meeting and being ellglbie,offer themselves for re-appointment. The Company has received a letter from the Auditorsto the effect that their re-appointment, if made, would be within the prescribed limitsunder Section 224(1 B) of the Companies Act, 1956.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The Company Is not engaged in manufacturing activities and, therefore, the particularsas required under Section 217(1){e) of the Companies Act, 1956 read with Companies'(Disclosures of Particulars in the Report of the Board of Directors) Rules, 1968 regardingConservation of Energy, Research and Development and Technology Absorption are notapplicable.
There were no Foreign Exchange Earnings and Outgo during the year.
Acknowledgement
The Board wishes to place on record Its sincere appreciation for the continuedassistance, support and co-operation extended to the Company by the FinancialInstitutions, Banks, Government Authorities and Shareholders during the year under review.Your Directors also wish to place on record their deep sense of appreciation for thecommitted services of the staff of the Company.
On behalf of the Board of Directors
| (Japna Malvinder Singh) | (AnuJ Chowdhry) |
| Managing Director | Director |
| Place: New Delhi | |
| Date : August 25, 2010 | |