gcv services ltd Directors report

GCV Services Limited (FORMERLY GUJARAT CAPITAL VENTURES LIMITED) ANNUAL REPORT 2010-2011 DIRECTORS REPORT To the Members, Your Directors have pleasure in presenting the 17th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2011. (Rs. in Lacs) Year Ended Year Ended Financial Results 31.03.2011 31.03.2010 Income 51.13 10.62 Profit before Tax 31.00 (0.50) Less: Provision for Taxation 9.56 - Profit after Tax 21.44 (0.50) Add : Profit brought forward from Previous Year (12.94) (12.44) Balance carried forward 8.50 (12.94) DIVIDEND Due to inadequate profits in the current year and accumulated losses, the Board has not recommended any dividend for the Financial Year 2010-2011. OVERVIEW BUSINESS The Company ventured into the service industry of Hotel Management, Hospitality & Housekeeping. The Management is optimistic that the new business will prove to be fruitful for the Company. CHANGE IN NAME OF THE COMPANY In order to reflect the new business of the Company, the name of your Company was changed from Gujarat Capital Venture Limited to GCV Services Limited. SUB-DIVISION OF SHARE CAPITAL To increase the liquidity of the shareholders of your Company, the Share Capital of the Company was subdivided in the ratio of 2:1 i.e. every shareholder holding 1 fully paid up Equity Share of the Face Value of Rs. 10/- each was issued 2 fully paid up Equity Shares of the Face Value of Rs. 5/- each. The Share Capital of the Company was further subdivided in the ratio of 5:1 i.e. every shareholder holding 1 fully paid up Equity Share of the Face Value of Rs. 5/- each was issued 5 fully paid up Equity Shares of the Face Value of Rs. 1/- each the Record Date of the said Stock Split being August 8, 2011. CHANGE IN THE REGISTRAR AND SHARE TRANSFER AGENT The Company has changed its Registrar and Share Transfer Agent from M/s MCS Limited to Cameo Corporate Services Limited in the year under review. The details of the new Registrar and Share Transfer Agent of the Company i.e., Cameo Corporate Services Limited is provided in the Report of Corporate Governance attached to this Annual Report. PERFORMANCE & CURRENT YEAR PROSPECTS Change in Name and Objects of the Company: As the Company was incurring losses, your Management decided to revive the Company by diversifying into Hotel Management, Hospitality and Housekeeping Industry. The Members of the Company on October 12, 2010 approved the new business of the Company and your Company moved into Housekeeping and Hospitality segment. To reflect the new business of the Company, the name of the Company was also changed to GCV Services Limited w.e.f. October 30, 2010. RISK & CONCERNS Risk is inherent part of the Companys business. Effective Risk Management is critical to any industry. In view of this, aligning Risk Management to Companys organizational structure and business strategy has become integral to the business of the company. The Companys goal in risk management is to understand, measure and monitor the various risks that arise, and to evolve appropriate policies and procedures to mitigate these risks. As your Company has entered into a new market segment, it runs the risk of facing stiff competition from established players in the market. Also, Hotel Management and Hospitality being a labour intensive industry, hiring and retaining skilled manpower is a challenge in itself. The Company manages and reviews the risk management system, policy and strategy from time to time. The Board identifies, assesses and monitors all principal risks. The ever changing business environment necessitates continuous monitoring, evaluation & management of significant risks faced by the organization. Your Company periodically reviews the risk assessment and minimization procedures and steps taken by it to mitigate these risks. INTERNAL CONTROL SYSTEMS AND ADEQUACY In the opinion of the management, the internal control systems are adequate and provide, among other things, reasonable assurance of recording transactions of operations in all material respects and of providing protection against significant misuse or loss of Company assets. Employees conduct internal audits to assess the adequacy of the internal control procedures and processes of the Company. The accounts of the Company are reviewed by the Audit Committee of the Board. Policy and process corrections are undertaken based on input from these auditors. MATERIAL DEVELOPMENT IN HUMAN RESOURCES The relation of the Company with its employees continued to be harmonious during the year under review. Sustained success for an organization presupposes an unwavering concentration on leadership development and strengthening the talent pipeline at all levels. Learning and development initiatives are directed towards enhancing the effectiveness of employees and we believe in building human capabilities by exposing our people to a wide variety of business complexities and providing them with greater empowerment and responsibility at all levels. Our philosophy was redefined towards making it more performance oriented and business driven, at the same time, acknowledging an employees commitment to growth. We believe that a culture of appreciating all big and small achievements is crucial to develop a motivated, contributing workforce. SUBSIDIARY Though the Company was not having any subsidiary in the year under review, the Company has incorporated a Wholly Owned Subsidiary in the name and style of GCV Services FZE, in Hamriyah Free Trade Zone, UAE in the current year. PUBLIC DEPOSITS During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act 1956 and the rules there under. DIRECTORS In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company, Mr. Naresh Jain and Mr. Sandeep Shah, Directors, are liable to retire by rotation and being eligible, offers themselves for re-appointment in the forthcoming Annual General Meeting. Further, none of the Directors of your Company are disqualified under Section 274(1)( g) of the Companies Act 1956. CORPORATE GOVERNANCE Your Company believes in transparency and has always maintained a very high level of Corporate Governance. As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is given as an Annexure to this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate from the Auditor of the company confirming compliance of the Corporate Governance requirements is attached to the Report on Corporate Governance. AUDITORS The Companys auditors, M/s. Subhash Shah & Co, Chartered Accountants, Vadodara, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. COMMENTS ON AUDITORS REPORT: The notes referred to in the Auditors Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956. PARTICULARS OF EMPLOYEES People are the backbone of our operations. It is a matter of great satisfaction for your Company that our employees have been very supportive of your Companys plan. By far the employees relations have been cordial throughout the year. There is no information as required pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendments Rules, 1988 to be reported. PARTICULARS UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956 Further, pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, there is no material information regarding conservation of energy, technology absorption, foreign exchange earnings and out go concerning your Company to be reported. Your Company has taken the necessary steps to conserve energy, absorb upgraded technology where ever necessary. Your Company has not earned or used foreign exchange earnings/outgoings during the year under review. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that: 1. In the preparation of the annual accounts, for the year ended March 31 2011, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed. 2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the loss of the Company for that period. 3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. The Directors had prepared the annual accounts on a going concern basis. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Disclosure under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows: (a) CONSERVATION OF ENERGY: Since the Company is into Service Industry of Hospitality, Hotel Management and House Keeping Industry, there is no question of energy conservation. (b) TECHNOLOGY ABSORPTION: No Technology has been developed or imported by way of foreign collaboration. (c) FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, the Company has not incurred any expenditure in foreign currency nor has earned any Foreign exchange income. APPRECIATION The Board of Directors wishes to convey their appreciation to all your Companys employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers and Government and Statutory Authorities for their continued support. Place: Vadodara By order of the Board Date : September 2, 2011 For GCV Services Limited (Formerly Gujarat Capital Ventures Limited) Registered Office: 102A, 1st Floor, Panorama R.C. Dutt Road, Mumbai- 390 007. Prakash Dhebar Sandip Shah Gujarat, India Director Director