DIRECTORS
to the Members
Your Directors have pleasure in presenting your Companys Nineteenth Annual Report
together with the Audited Accounts for the financial year ended 31st March, 2013.
FINANCIAL RESULTS
The standalone performance of the Company for the financial year ended 31 st March,
2013 is summarised below :
|
For the year ended 31st March, 2013 |
For the year ended 31st March, 2012 |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
| Profit/(Loss) before Interest, Depreciation & Taxation |
(514.02) |
1,002.65 |
| Less : Interest |
237.09 |
205.05 |
| Profit/(Loss) before Depreciation & Taxation |
(751.11) |
797.60 |
| Less: Depreciation |
42.16 |
40.25 |
| Profit/(Loss) before Tax |
(793.27) |
757.35 |
| Less: Provision for Tax |
|
|
| (a) Current Tax |
— |
76.00 |
| (b) Deferred Tax |
(141.46) |
86.35 |
| (c) Tax paid for earlier years |
(0.08) |
1.78 |
|
(141.54) |
164.13 |
| Profit/(Loss) after tax |
(651.73) |
593.22 |
| Balance as per last Balance Sheet brought forward |
6,164.89 |
5,812.40 |
| Balance available for appropriation |
5,513.16 |
6,405.62 |
| APPROPRIATIONS |
|
|
| General Reserve |
— |
59.32 |
| Proposed Dividend |
— |
156.09 |
| Tax on Dividend |
— |
25.32 |
| Balance carried to Balance Sheet |
5,513.16 |
6,164.89 |
|
5,513.16 |
6,405.62 |
| Paid-up Equity Share Capital |
520.30 |
520.30 |
| Basic and diluted EPS (Rs.) |
(12.53) |
11.40 |
REVIEW OF OPERATIONS
The Companys loss after tax is Rs. 651.73 lakhs in comparison to last years profit of
Rs. 593.22 lakhs. The performance of the Company has been adversely affected due to loss
in respect of investments during the year. Barring unforeseen events, your Directors
expect to achieve good results in the coming years.
DIVIDEND
In view of loss, your Directors do not recommend any dividend for the financial year
ended 31st March, 2013 as against Rs. 3/- per equity share paid for the previous year.
NOTES ON SUBSIDIARY
Ratnabali Investment Private Limited
During the year, the Subsidiary Company has reported a net profit of Rs. 14.70 Lakhs as
against Rs.19.46 Lakhs earned in the previous year. The Subsidiary Company is not a
material non-listed Subsidiary Company as defined under Clause 49 of the Listing Agreement
with the BSE Ltd. The Subsidiary Company is a Non Banking Finance Company registered with
Reserve Bank of India.
The Ministry of Corporate Affairs, Government of India, New Delhi, vide Circular No.
2/2011 dated February 8, 2011 has exempted the Holding Company from annexing to this
report, the Annual Report of the Subsidiary Company. However, if any member of the Company
so desires, the Company will make available copies of Annual Accounts and related
information of the above Subsidiary Company.
The Annual Accounts of the said Subsidiary Company is also available for inspection by
any investor at the Registered Office of the Company and of the Subsidiary Company
concerned between 11.00 a.m. and 1.00 p.m. on any working day, upto the date of the
nineteenth Annual General Meeting.
VOLUNTARY DELISTING OF EQUITY SHARES
During the year under review, the voluntary delisting offer made by Ratnabali Exports
Pvt. Ltd. and Ratnabali Leasings Pvt. Ltd. (collectively referred as
"Acquirers"), who are also the part of Promoters / Promoters Group, has been
successfully completed in terms of SEBI (Delisting of Equity Shares) Regulations, 2009
("Delisting Regulations") and consequent to the acquisition of 11,04,656 equity
shares by the Acquirers at a discovered price of Rs. 120/- per equity share determined
through Reverse Book Building process in the Delisting Offer, the shareholding of
Promoters / Promoter group increased from 74.98% to 96.21 % on 31st December, 2012.
Pursuant to the final application for delisting, the equity shares of the Company have
been delisted from the BSE Ltd. with effect from 13th February, 2013 as per BSE Notice No.
20130131-13 dated 31st January, 2013. In accordance with Regulation 21(1) of theDelisting
Regulations, the remaining Public Shareholders of the Company ("Residual
Shareholders") who did not or were not able to participate in the Reverse Book
Building process or who unsuccessfully tendered their Equity Shares in RBB process have
been provided with an exit window for a period of one year starting from the Date of
Delisting i.e. from February 13, 2013 to February 12, 2014 ("Exit Period") to
offer their Equity Shares to the Acquirers at the final price of Rs. 120/- per Equity
Share ("Exit Price"). The exit offer letters ("Exit Offer Letter") in
this regard have already been dispatched to the all Residual Shareholders whose name
appears in the register of members of the Company / Depository as on February 8, 2013. In
the event of any Residual Shareholder not received, or misplaced their Exit Offer Letter,
they may obtain a copy by writing to the Registrar & Transfer Agent, clearly marking
the envelope "Ratnabali Capital Markets Limited - Exit Offer" or can download
the soft copy of the Exit Offer Letter from the website of the Manager to the Offer at
www.dalmiasec.com
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements for the year ended 31st March, 2013 are attached
and forms part of the Annual Report. The consolidated financial statements have been
prepared in accordance with the Accounting Standard 21 read with Accounting Standard 23
issued by the Institute of Chartered Accountants of India and notified under the Companies
(Accounting Standards) Rules, 2006.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 it is
hereby confirmed that:
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation ;
(ii) the Directors had selected 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 the Company as at 31st March, 2013 and of the loss of
the Company for the year ended 31st March, 2013;
(iii) the Directors had taken proper and sufficient care 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) the Directors had prepared the annual accounts on a going concern basis.
CORPORATE GOVERNANCE
The report on Corporate Governance along with a certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as stipulated under
amended Clause 49 of the Listing Agreement and the Management Discussion and Analysis
Report, are annexed to the Directors Report. The Companys equity shares have been
delisted from the BSE Ltd. with effect from 13th February, 2013 and as such it is not
required to submit Corporate Governance Report and Management Discussion and Analysis
Report.
However, since the equity shares of the Company were listed during a part of the
financial year 2012-13, a separate section on Corporate Governance together with a
certificate from the Companys Auditors confirming compliance have been provided
voluntarily with the Directors Report.
DIRECTORS
Mr. Joginder Pal Kundra and Mr. Ratnanko Banerji, Directors of the Company, retire by
rotation and being eligible, offer themselves for re-appointment at the ensuing Annual
General Meeting.
The Board of Directors in their meeting held on 1st November, 2012 has approved the
re-appointment of Mr. Vikash Somani and Mr. Suresh Kumar Somani as Managing Director and
Joint Managing Director respectively w.e.f. 1 st January, 2013 for a period of 3 years,
subject to the approval of the members at the ensuing Annual General Meeting.
AUDITORS
Messrs G. P. Agrawal & Co., Chartered Accountants and Messrs Goenka Suresh &
Associates, Chartered Accountants, the Joint Statutory Auditors of the Company, retire at
the conclusion of the forthcoming Annual General Meeting and being eligible on having
furnished the required certificate under Section 224 (1 B) of the Companies Act, 1956
offer themselves for re-appointment.
AUDITORS REPORT
No comments under Section 217(3) of the Companies Act, 1956 are required against the
Auditors Report. PARTICULARS OF EMPLOYEES
Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 and notification no. F. No. 2/29/1998- CL.V dated
31st March, 2011 issued by Government of India, Ministry of Corporate Affairs, is not
applicable to the Company.
STATUTORY DISCLOSURES
The information relating to energy conservation, technology absorption and foreign
exchange earnings and outgo as required to be disclosed under section 217 (1) (e) of the
Companies Act, 1956 read with Companies ( Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988 is given in Annexure forming part of this Report.
APPRECIATION
The Board thanks its bankers, employees, shareholders and other business associates for
their support during the year and looks forward to their continued co-operation and
support in future.
|
For and on behalf of the Board |
|
VIKASH SOMANI |
|
Managing Director |
|
SURESH KUMAR SOMANI |
| Kolkata, 27th April, 2013 |
Jt. Managing Director |
Annexure to the Directors Report
Information as per Section 21 7 (1) (e) read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report
for the year ended 31st March, 2013.
DISCLOSURES
A. CONSERVATION OF ENERGY
The Company is engaged in the financial services sector; hence its operations do not
account for substantial energy consumptions. Accordingly, the Company is not required to
furnish information in Form A under the head "Conservation of Energy" under
Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.
However, the Company is taking all possible measures to conserve energy. Several
environment friendly measures to conserve energy have been adopted by the Company such as:
• Installation of Thin - Film Transistor (TFT) monitors that save power.
• Power shutdown of idle monitors.
• Minimising air-conditioning usage.
• Shutting off all the lights when not in use.
• Educating and making the employees aware to save power. B. TECHNOLOGY ABSORPTION
FORM B for disclosure of particulars with respect to absorption.
I Research and Development ( R&D ):
| 1 Specific areas in which R&D carried out by the Company. |
The Company is engaged in financial services and so there were no
activities in the nature of research and development in the business. However, we conduct
financial and equity research which is not in the nature of research and development. |
| 2 Benefits derived as a result of the above R&D. |
Nil |
| 3 Future plan of action. |
Nil |
| 4 Expenditure on R & D : |
|
| (a) Capital |
Nil |
| (b) Recurring |
Nil |
| (c) Total |
Nil |
| (d) Total R&D expenditure as a percentage of total turnover. |
Nil |
| Technology absorption, adaptation and innovation : |
|
| 1 Efforts, in brief, made towards technology absorption, adaptation and innovation. |
The management keeps itself abreast of the technological advancements in
the industry and ensures continued and sustained efforts towards absorption as well as
development of the same to meet business needs and objectives. |
| 2 Benefits derived as a result of the above efforts, e.g. product improvement, cost
reduction, product development, product substitution, etc. |
The technological absorption has resulted in improvement in services.
However, the benefits derived from the technological advancements are not quantifiable. |
| 3 In case of imported technology (imported during the last 5 years, reckoned from the
beginning of the financial year) following information may be furnished : (a) Technology
imported. |
Nil |
| (b) Year of import. |
Not Applicable |
| (c) Has technology been fully absorbed? |
Not Applicable |
| (d) If not fully absorbed, areas where this has not taken place, reasons therefore and
future plans of action. |
Not Applicable |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the period under review, the Companys foreign exchange earning was Rs. Nil and
the Company has incurred a foreign currency outgo of Rs. 14.40 lakhs.
|
For and on behalf of the Board |
|
VIKASH SOMANI |
|
Managing Director |
|
SURESH KUMAR SOMANI |
| Kolkata, 27th April, 2013 |
Jt. Managing Director |
+91-9892691696
