kampani consultants limitd Directors report

KAMPANI CONSULTANTS LIMITED ANNUAL REPORT 2011-2012 DIRECTORS REPORT To the Members, The Directors of your Company have pleasure in presenting their Thirtieth Annual Report together with the audited annual accounts for the financial year ended March 31, 2012: FINANCIAL RESULTS The summarized financial results for the year are as under :- (in Rs.) Year Ended Year Ended 31/03/2012 31/03/2011 Income 17,236,693 12,823,123 Expenses 504,870 616,609 Profit before Tax 16,731,823 12,206,514 Less : Provision for Taxation-Current Tax 5,700,000 2,050,000 Profit after Tax 11,031,823 10,156,514 Add : Balance in Profit & Loss A/c Brought forward 191,957,318 184,087,753 Add: Income-tax Adjustments - 111,719 202,989,141 194,355,986 Transfer to Reserve Fund in terms of Section 45 IC (1) of RBI Act, 1934 2,225,000 2,050,000 Less: Proposed Dividend 300,000 300,000 Less: Dividend-tax 48,668 48,668 Surplus carried to Balance Sheet 200,415,473 191,957,318 DIVIDEND Your Directors are pleased to recommend a dividend of Re. 0.60 per share for the financial year 2011-12 on 5,00,000 equity shares of the face value of Rs. 10/- each. The payment of dividend together with distribution tax thereon will absorb Rs. 3.49 lakh. The dividend, if declared at the forthcoming Annual General Meeting, will be paid on or after August 2, 2012 to those Members whose names would appear in the Register of Members at the close of business hours on July 27, 2012. In respect of shares held in dematerialised form, it will be paid to those Members whose names are furnished by the Depositories as beneficial owners as on that date. FINANCIAL HIGHLIGHTS Total income of your Company during the year under review increased by 34% to Rs. 17,236,693/- from Rs. 12,823,123/-. The gross income comprises of income from sale of investments, dividends, interest on deposits and rentals. Your Company was able to curtail its expenses for the year at Rs.504,870/- (previous year Rs. 616,609/-) thus resulting in a profit before tax of Rs. 16,731,823/- against Rs. 12,206,514/- in the previous year; an increase of 37% year on year. An amount of Rs. 2,225,000 has been transferred to the Reserve Fund in terms of the provisions of Section 45 IC (1) of Reserve Bank of India Act, 1934. DIRECTORS As per the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms. Dipti Neelakantan retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. DIRECTORS RESPONSIBILITY STATEMENT U/S. 217(2AA) In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that: a. in the preparation of the annual! accounts, the applicable accounting standards have been followed; b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year; c. they have taken proper and sufficient care for maintaining 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; d. they have prepared the annual accounts on a going concern basis. AUDITORS The retiring auditors, namely, M/s. Arun Arora & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting (AGM) and are seeking their re-appointment. The Statutory Auditors have confirmed that their appointment, if made, at the AGM, will be within the limit prescribed under sub-section (1B) of Section 224 of the Companies Act, 1956 and that they are not beneficially holding any security of your Company as defined under Section 226(3)(e) of the said Act. Members are requested to consider their re-appointment for the financial year 2012-13. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, on conservation of energy and technology absorption are not applicable to your Company, since it is not a manufacturing company. During the year under review, your Company has not earned or spent any foreign exchange. COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956 A certificate issued by Mr. Abdul Karim Kazi, Practicing Company Secretary, in terms of the provisions of Sec. 383A of the Companies Act, 1956 to the effect that the Company has complied with the applicable provisions of the said Act is attached to the report. PARTICULARS OF EMPLOYEES The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not attached since there were no employees falling under the purview of sub- section 2A of the said Section. PUBLIC DEPOSITS Your Company has not accepted any public deposits during the year under review. ACKNOWLEDGEMENT Your Directors wish to thank the Reserve Bank of India, BSE Limited and the shareholders for their continued support and confidence reposed by them in the Company. On behalf of the Board of Directors For KAMPANI CONSULTANTS LTD Place : Mumbai Nimesh Kampani Date : May 30, 2012 Chairman CS Abdul Karim Kazi (practicing Company Secretary Room No.2,1st Floor, House No.2, Near Little Flower High School, Kamgar Road, Andheri (East), Mumbai - 400 069 e-mail: abdulkarim@pcsllp.com Mobile: 98211 67216 CIN: L74140MH1981PLC025299 COMPLIANCE CERTIFICATE To The Members, Kampani Consultants Limited 157, Maker Chamber III, Nariman Point, Mumbai 400 021. I have examined all the relevant books, registers, forms, documents and papers of Kampani Consultants Limited (the Company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Associadon of the Company, for the purpose of issuing a Secretarial Compliance Certificate under Section 383A of the Act, read with the Companies (Compliance Certificate) Rules, 2001 (The Rules), for the financial year from 1st April, 2011 to 31st March, 2012. Based on such examination as well as information and explanations furnished to me, which to the best of my knowledge and belief were necessary for the purposes of my certification, I hereby certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions of the Act and the rules made there under and entries therein have been duly recorded. 2. The Company has duly filed the forms and returns except as stated in Annexure Bs to this certificate, with the Registrar of Companies within the time prescribed under the Act and the rules made there under. However, no forms or returns were filed with the Regional Director, Central Government, Company Law Board or other authorities. 3. The Company, being a public limited company, comments are not required. 4. The Board of Directors met 4 (Four) times respectively on 30th May, 2011, 9th August, 2011, 11th November, 2011 and 10th February, 2012 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose. 5. The Company has closed its Register of Members from 22nd July, 2011 up to 29th July, 2011 (both days inclusive) during the financial year under review as per the provisions of Section 154 of the Act 6. The Annual General meeting for the financial year ended on 31st March, 2011 was held on 29th July, 2011 after giving notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. No Extraordinary General Meeting was held during the financial year. 8. The Company has not advanced any loans to its directors and / or persons of firms or companies referred to in Section 295 of the Act, during the year under review. 9. The Company has complied with the provisions of Section 297 of the Act. 10. The company has made necessary entries in the register maintained under section 301 of the Act. 11. The Company did not seek any approvals from the Board of Directors, members and previous approval of the Central Government pursuant to Section 314 of the Act during the financial year under review. 12. The Company has not issued any duplicate share certificates during the financial year under review. 13. The Company has: (i) Not issued any securities and did not receive any application for transfer/transmission of securities or for any other purpose; (ii) Deposited the amount of dividend declared during the financial year under review in a separate bank account within the stipulated time; (iii) Posted warrants for dividends to all the members within a period of 30 days from the date of declaration and all unclaimed / unpaid dividend has been transferred to unpaid dividend account; (iv) The company has no such amounts lying in the credit of any account, which is required to be transferred to Investor Education and Protection Fund; (v) Complied with the requirements pertaining to Section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. 15. The Company was not required to and has not appointed any Managing Director/Whole time Director/Manager during the financial year under review. 16. The Company has not appointed any sole-selling agents during the financial year under review. 17. During the said financial year, no approvals were required from the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as prescribed under the various provisions of the Act. 18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has not issued any shares, debentures or other securities during the financial year. 20. The Company has not bought back any shares during the financial year. 21. The Company has not redeemed any preference shares/debentures during the year. 22. During the year under review the Company was not required to keep in abeyance rights to dividend. The Company has not issued any rights shares & bonus shares and hence the question of keeping in abeyance rights shares & bonus shares pending registration of transfer of shares does not arise. 23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview of Section 58A of the Act, during the financial year under scrutiny. 24. The amount borrowed by the Company during the financial year are within the borrowing limits of the Company and that necessary resolution as per section 293(l)(d) of the Act have been passed in the Annual General Meeting held on 3rd August, 2008. 25. The Company has made investments during the year under review. It has not given guarantees or provided securities to other bodies corporate during the financial year and complied with the provisions of the Act. 26. The Company has not altered the provisions of the memorandum with respect to the situation of the Companys registered office during the year under scrutiny. 27. The Company has not altered the provisions of the memorandum with respect to the objects of the Company during the year under scrutiny. 28. The Company has not altered the provisions of the memorandum with respect to the name of the Company during the year under scrutiny. 29. The Company has not altered the provisions of the memorandum with respect to share capital of the Company during the year under scrutiny. 30. The Company has not altered its articles of association during the financial year. 31. The details of show cause notice received by the Company for alleged offences under the Act and also fines and penalties or any other punishment imposed on the Company are as follows: Particulars Fines, Penalty or Punishment imposed 1. Show-cause Notice, dt. 29th February Company has replied to the said 2012, for defaults u/s 159/166/210/220 notice via letter dt. 4th April of the Act for non-filing of Annual 2012, stating that the Company was Accounts (in XBRL format) and Annual exempted to file Annual Return for the year ended on 31.03.2011 Accounts in XBRL format, as per General Circular 37/2011 dated 7th June, 2011 issued by MCA, since the company is an NBFC. The annual accounts and the annual return were filed within the time stipulated under the Act, as per details given in Annexure B. 32. As informed to us, the Company did not have any employees and thus the question of receiving any money as security from its employees during the financial year in pursuance of Section 417 of the Act, does not arise. 33. As informed to us, the provisions of Section 418 of the Act do not apply to the company during the year under scrutiny, Place; Mumbai CS Abdul Karim Kazi Date : 30th May, 2012 Practicing Company Secretary CP No.: 9538 Annexure - A Registers as maintained by the Company 1. Register of Members u/s 150 of the Companies Act, 1956 2. Register of Directors u/s 303 3. Register of Directors shareholding u/s 307 4. Register of Contracts, Companies and Firms in which Directors of the Company are interested u/s 299 and 301. 5. Minutes of the General Meetings and Board Meetings u/s 193 along with the Attendance Register. Annexure - B Forms and Returns as filed by the Company, during the financial year ended on 31st March, 2012. eform Under Date of SRN No. Particulars No. Sec. filing with ROC. 1 20B 159 23.09.2011 P70886890 Annual Return as on 29.07.2011 2 66 383A 11.08.2011 P69148112 Compliance Certificate for the financial year ended on 31.03.2011 3 23AC& 220 22.09.2011 P70818620 Balance Sheet and Profit & Loss 23ACA Account for the financial year ended on 31.03.2011 4 32 303(2) 07.06.2011 B13689583 Resignation of Mr. Nalinkant P. Sheth w.e.f. 24.05.2011. Place: Mumbai CS Abdul Karim Kazi Date : 30th May, 2012 Practicing Company Secretary CP No.: 9538