Finalysis Credit & Guarantee Company Ltd Directors Report

FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITED ANNUAL REPORT 2011-2012 DIRECTORS REPORT To, The members, FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITED Your Directors present herewith the Twenty Forth Annual Reports together with the audited accounts of the Company for the year ended 31st March 2012. Summarized financial results of the company are furnished below FINANCIAL RESULT: (Rupees in Lacs) Year ended Year ended 31-03-2012 31-03-2011 Gross Operating Income 29.94 - Operating & Establishments Expenses 26.41 (0.52) Profit/(Loss) before Taxation 3.53 (0.52) Provision for Taxation 1.20 - Adjustment for prior year 2.95 - Profit available for Appropriation 5.38 (0.52) Transferred from General Reserve - - Balance B/F from previous year (28.60) (28.07) Surplus (loss) carried forward (23.22) (28.60) The Directors regret their inability to recommend any dividend due to brought forward losses. 1. BUSINESS OVERVIEW:- The company has net profit of Rs. 2.43 Lacs against net profit of Rs. (0.52) lacs in last year. Further the Board is hopeful of expanding the companys operation this year & expects your co-operation in the days to come. The Board is doing its best to make your company start full mining activities & show progress in very near future. The Board is contemplating to take effective steps to save it from slipping in to a sick industrial unit. On account of effective steps to control expenses & keep the losses to its minimum level, the year under consideration, has closed with a sales turnover of Rs 29.94/- lacs and Net Profit of Rs. 2.43/- lacs after providing for interest & depreciation before tax. There is no export during the year. 2. FIXED DEPOSITS:- The Company has not accepted any fresh deposits within the purview of section 58 A of the Companies Act, 1956 during the year under review. 3. CONSERVATION OF ENERGY:- Since the company has moderate production activities, though the particulars pursuant to requirement under section 217 (1) (e) of the Companies Act, 1956 with reference to conservation of energy, technology absorption, adoption and innovation are not material. However, the electricity expense incurred at Rs. - during the year which is very negligible does not required any disclosure as such. Due to power problem, company has run the plant mainly through their generator set and digging, mining & washing activities where mainly vehicles & water is used which does not require much electric consumption. Hence the details being immaterial not provided. 4. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION: The Company due to its limited resources cannot carry out Research & development activities or technological absorption except in house efforts to improve its present quality of mining materials. 5. PARTICULARS OF EMPLOYEES AND INFORMATION: There was no such employee employed during the year under review, hence the provision as prescribed u/ s. 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) Rules,1975, as amended by the Companies (Amended ) Act, 1988 is not applicable. The relation between the employees & the management remain cordial during the year under review. 6. AUDITORS: M/s. J H Ghumara & Co., Chartered Accountants, Mumbai, retires at the conclusion of the Annual General Meeting. They have given their consent to act as Auditors of the Company, if re-appointed. You are requested to consider their appointment as Auditor of the Company and authorise directors to fix their remuneration for the current year. They have furnished a certificate for of their eligibility for appointment u/s 224(1- B) of the companies Act, 1956 and they are not disqualified under section 226 (3) (e) of the said Act. 7. DIRECTORS: In accordance with articles of association of the company and in view of provision of section 255 of the Companies Act, retirement & reappointment take place for following Directors:- Mr. Sharad Ghadi, Director retires by rotation at the conclusion of the Annual General Meeting and being eligible, offers himself for re- appointment. Mr. Bipin Pushpasen Divecha and Mr. Sajjad Abdul Quadir appointed as additional Directors retires at the conclusion of the Annual General Meeting and being eligible, offers themselves for re-appointment. Mr. Sajjad Abdul Quadir has been appoint as Managing Director of the Company W.E.F. 01-10-2012 for the period of five years 8. AUDIT REPORT: The auditors have observed & put remarks for non-provision of gratuity, leave salary, etc. as per AS - 15. Provision for gratuity is not made in view of appointment of major new staff after earthquake, frequent changes in major staff & remote Site of factory and therefore Expenses are debited on payment basis as and when the same is paid. As per Auditors comment in point no. 7 of the notes to Accounts regarding appointment of Qualified Company Secretary on whole time basis to comply with the requirements of Section 383 A of Companies Act, 1956, your directors have taken steps for complying aforesaid requirement. However, in absence of availability of suitable & affordable candidates, the said requirements cannot be complied. However, the Company is in the process of receiving the Compliance Certificate from Company Secretary. 9. FOREIGN EXCHANGE: Foreign Exchange inflow and outflow during the year was NIL 10. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, your directors confirm that: I. In preparation of annual accounts, the applicable accounting standards except AS-15 & AS-26 have been followed along with proper explanation relating to material departures; II. We have 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 at the end of the financial year and of the profit or loss of the company for that period; III. We have 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. We have prepared the annual accounts on a going concern basis as explained in note no.1 of Schedule M notes forming part of Accounts. 11. CORPORATE GOVERNANCE:- A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Companys auditors confirming the compliance of conditions subject to certain qualifications on Corporate Governance stipulated in clause 49 of the Listing Agreement is annexed thereto. The Board of Directors of the Company adopted a Code of Conduct. The Directors have affirmed with the said code. 12. LISTING OF SHARES & LISTING FEES: The equity capital of the company continued to be listed on the Mumbai Stock Exchange and the necessary listing fees has been paid up to the year 2012- 2013. As per directives issued by the Securities and Exchange Board of India, the equity shares of the Company are to be traded in the Demat form. The company continues to maintain necessary arrangement with NSDL and CDSL for required connectivity. Bombay Stock Exchange has revoke suspension of trading from 28th March 2012 while that of Ahmadabad, Jaipur, New Delhi Stock Exchange is unpaid. The statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, for the year ended on March 31,2012 is uncalled for. There is no director employed for the year or part of the year under review and were in receipt of remuneration in aggregate of Rs. 5,00,000/- p.m. or Rs. 60,00,000 p. a. or more. 13. DEMATERIALISATION OF SHARES: As you are aware that company has made arrangement with Link Intime India Pvt Ltd., C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup, Mumbai - 400078. Registrar & Share Transfer Agent and act as Depository Transfer Agent with National Securities Depository Limited (NSDL) & Central Depository Services India Limited (CDSL). 14. ACKNOWLEDGEMENT: The Management wishes to place on record its appreciation for the services rendered by employees, contractors, bankers, and all concerned and convey their thanks to them. BY ORDER OF THE BOARD OF DIRECTORS Vinayak T Sarkhot Jigar D Shah DIRECTOR DIRECTOR Place: Mumbai Date : 4th September, 2012 MANAGEMENT DISCUSSION & ANALYSIS Your Directors are pleased to present the management Discussion and Analysis report for the year ended 31st March 2012 The Management discussion and analysis have been included in consonance with the code of corporate governance as approved by the Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contains certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the companys growth and strategy. The company undertakes no obligation to publicly update or revise any of the opinions of forward looking statements expressed in this report consequent to new information or developments events or otherwise. The Management of the company is presenting herewith the overview of the Industry, opportunities and threads initiatives by the company and overall strategy of the company and its outlook for the future. The outlook is based on managements own assessment and it may very due to future economic and other future developments in the country. ABOUT THE FINANCE INDUSTRY The activities of non-banking financial companies (NBFCs) in India have undergone qualitative changes over the years through functional specialization. The role of NBFCs as effective financial intermediaries has been well recognized as they have inherent ability to take quicker decisions, assume greater risks and customize their services and charges more according to the needs of the clients. The distinction between banks and non-banks has been gradually getting blurred since both the segments of the financial system engage themselves in many similar types of activities. At present, NBFCs in India have become prominent in a wide range of activities like hire-purchase finance, equipment lease finance, loans, investments, etc. By employing innovative marketing strategies and devising tailor-made products, NBFCs have also been able to build up a clientele base among the depositor, mop up public savings and command large resources as reflected in the growth of their deposits from public, shareholders, directors and other companies, and borrowings by issue of non-convertible debentures, etc. The company does trade in equity shares & stocks and commodities as one of the financial activities. Now the company is intend to go for Software Development business alongwith its existing finance business. It is true that the Software Development market is booming in India. Indias tech sector is growing at phenomenal rates. There has been tremendous finance growth due to foreign collaboration, foreign equity participation etc. The Mission of the company is given below: Mission To ensure that: * The financial companies function on healthy lines, * it should be non fund based activities to cater the esteemed customers * It should be become a leading service provider of business solutions that enabling growing companies to increase their revenue. * It should have proven expertise in providing end end-solutions to various kind of business process. * Service should be provided in cost effective manners and core focus is the creation of measurable value for the client ABOUT THE FINALYSIS CREDIT & GUARANTEE COMPANY LIMITED: BUSINESS OVERVIEW Our Company has started providing financial services now after 10 years. Our Company is primarily focusing on in providing inter corporate loans, trade financing, bills discounting, trading in shares & securities and arbitrage business in stock and commodity market. Recently our company has also penetrated in to software and information technology venture FINANCIAL PERFORMANCE During the fiscal 2012, the gross operational income of the company stood at Rs.29.94 Lacs as compared to previous fiscal of Rs.NIL. However this fiscal year the company has performed marginally profit in its business. Financial Highlights: * After having started its business in last 3 months of fiscal year, the company has made profit first time.. * Income from operation stood at Rs.29.94 Lacs for fiscal 2012 * Profit before Taxes of fiscal 2012 was Rs.3.53 Lacs. * Profit after Taxes of fiscal 2012 was Rs.2.28 Lacs. * Basic Earning per share for fiscal 2012 was Rs.0.04 per share. * Net Worth of company stood at Rs.4.06 Crores as on March 31,2012 OPPORTUNITIES AND THREATS * Ready contacts for business development: Our Company has strong relationships with the well established business houses In India cultivated through several years of client servicing. * Promoted and managed by qualified and experienced professionals: The board of our Company Comprises of qualified professional, experience in the industry. * Profit making Company: Our Company is an existing profit making and posing to grow by diversifying its activities in Software alongwith Finance. * Economic Downturn: If the economic downturn is prolonged it can reduce the financing need of people due to shrinking business opportunities. * Private Banks: Private Banks are also working on the similar business model thereby giving a very strong competitions INITIATIVES BY THE COMPANY The company has taken following initiatives * To become a leading service provider of business solutions that enabling growing companies to increase their revenue. * To prove expertise in providing end end-solutions to various kind of business process. * to provide in cost effective manners and core focus is the creation of measurable value for the clients * to develop contacts with collaborators or venture partners for their software development division OUTLOOK * The company is mainly engaged in Finance and Finance related activities, Now planning to diversify into software Development business * Further company is planning to set up its offices in abroad for its Finance activities as well as Software Development business * The structure of Management has been changed drastically and newly appointed Managing Director and Directors have vast contact in the bringing the multi- national companies for their software development * The board of Directors envisages no problem in bringing the business for the company RISK AND CONCERNS * Due to stiff competitions in the Finance /Software fields where the companys activities are centered on and margin also reduces. * Due to recent slowdown, Govt. Policies, recession, it is apprehended that there will be a big correction in all the field which company is dealing in REGULATORY: Company is complying various statutory provision such as Companies Act, Income tax, Service Tax, BSE Listing Agreement Provisions and other applicable laws and Regulations applicable to the company. INTERNAL CONTROL SYSTEM AND ADEQUACY: The Company has a strong Management audit framework, The Audit Committee of Promoters, Directors and Independent Directors. The Audit Committee meets every quarter to review compliances which are as under * Compliance of the company with applicable status, policies, procedures, listing requirements and management guidelines * All the transactions are being accurately recorded & verified. * Internal Check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems. HUMAN RESOURCES/INDUSTRY RELATIONS * The company provides excellent working environment so that the individual staff can reach his/her full potential * The company is poised to take on the challenges and march towards accomplishing its mission with success CAUTIONARY: Statement in the Management Discussion & Analysis, Describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual result may differ materially from those expressed in the statement or implied. Several factors could make significant difference to the companys operation. These include climatic conditions and economic conditions affecting demand & supply, Govt. regulations and Taxation, exchange rate fluctuation and other incidental factors, natural calamities etc. over which the company does not have any control. BY ORDER OF THE BOARD OF DIRECTORS Vinayak T Sarkhot Jigar D Shah DIRECTOR DIRECTOR Place: Mumbai Date : 4th September, 2012