Mount Everest Trading & Investment Ltd merged Directors Report

MOUNTEVEREST TRADING AND INVESTMENT LIMITED ANNUAL REPORT 2006-2007 DIRECTORS REPORT TO THE MEMBERS Your Directors have pleasure in presenting the Fifth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2007. FINANCIAL RESULTS: [Rs. in Lacs] 2006-2007 2005-2006 Other Income 389.79 1456.03 Profit before Tax 362.55 1436.33 Provision for Income Tax 38.00 7.41 Provision for FBT 0.00 0.25 Income tax Adjustment 1.11 0.00 Profit after taxation 323.45 1428.67 Balance as per last year 1427.30 [1.37] Balance carried to Balance Sheet 1750.74 1427.30 DIVIDEND: No dividend is being declared to conserve the resources of the Company. DIRECTORS: Pursuant to Section 255 & Section 256 of the Companies Act, 1956, Shri J.P. Lath, Director being longest in the office and Shri M.S. Gujral, Director, who was selected by draw of lots, retire by rotation on the day of 5th Annual General Meeting and being eligible offer themselves for reappointment. RESPONSIBILITY STATEMENT: In terms of Section 217 [2AA], your directors confirm having:- [i] Followed in the preparation of Annual Accounts, the applicable accounting standards, with proper explanation relating to material departures, if any; [ii] Selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review; [iii] 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] Prepared the accounts on a going concern basis. DEPOSITORY SYSTEM: As on 31st March, 2007, about 92.24% of the shares of your Company have been dematerialized. Since the Securities and Exchange Board of India [SEBI] has made trading in the Companys shares mandatory in dematerialized form, those members who are still holding their shares in physical form are advised to dematerialize their shareholding. STATUTORY DISCLOSURES: i] All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2006-07. A declaration to this effect signed by a Director of the company is annexed to this report as Annexure -I. ii] Two directors have certified to the board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is annexed to this report as Annexure - II. MANAGEMENT DISCUSSION & ANALYSIS: Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis is given in Annexure-III and forms an integral part of this report. CORPORATE GOVERNANCE REPORT: Pursuant to clause 49 of the Listing Agreement, necessary measures are taken to comply with the requirements of said clause. A report on Corporate Governance along with a certificate of compliance from the Auditors, is given in Annexure-IV and forms an integral part of this report. AUDIT COMMITTEE: The Audit Committee of Board of Directors constituted in terms of Clause 49 of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956 consists of Shri M.P. Saraf as Chairman, Shri V.N. Kedia and Shri D.B. Mathur as its members. AUDITORS: The Auditors Report and Notes to the Accounts as referred in the Auditors Report are self explanatory and therefore, do not call for any further comments or explanation. M/s. O.P. Bagla & Co., Chartered Accountants, New Delhi, Auditors of the Company, hold the office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A Certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B] of the Companies Act, 1956. FIXED DEPOSITS: The Company has not invited or accepted any deposits during the year from the Public under Section 5BA of the Companies Act, 1956. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO: The Company does not carry any activity which is covered under the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 and accordingly, no data needs to be enclosed. PERSONNEL: Since none of the employee is drawing salary in excess of the limits laid down under Section 217(2A) of the Companies Act, 1956 read with Companies [Particulars of Employees) Pules, 1975 as amended up-to-date, the same are not applicable. ACKNOWLEDGEMENTS: Your Directors take this opportunity to offer their sincere thanks to all persons, business entities and Banks for their association and support. For and on behalf of Board of Directors Sd/- Place: New Delhi (M.P. SARAF) Date : 31st July, 2007 CHAIRMAN Annexure - I DECLARATION REGARDING COMPLIANCE WITH CODE OF CONDUCT: It is hereby declared that all Board Members and senior management personnel have affirmed compliance with the Code of Conduct within 30 days for and from the beginning of current financial year. Sd/- (V.N. Kedia) Director New Delhi : 31st July, 2007 Annexure - II CERTIFICATION ON FINANCIAL STATEMENTS: We, J.P. Lath and V.N. Kedia, directors certify that:- 1. We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2007 and that to the best of our knowledge and belief:- i] These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and ii] These statements together present a true and fair view of the companys affairs and are in compliance with existing accounting standards, applicable laws and regulations; 2. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the companys code of conduct. 3. We accept responsibility for establishing and maintaining internal controls, we have evaluated the effectiveness of internal control systems of the company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify the identified deficiencies, and 4. i] There has not been any significant changes in internal control over financial reporting during the year under review; ii] There has not been any significant changes in accounting policies during the year requiring disclosure in the notes to the financial statements; and iii] We are not aware of any instance during the year of significant fraud with involvement therein, of management or an employee having a significant role in the companys internal control system over financial reporting. Sd/- Sd/- J.P. Lath V.N. Kedia Director Director New Delhi : 31st July, 2007 MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS: The Company is yet to map out a firm trading business. Therefore, till such time the other operations commence, the Company is only deriving income from making investment in debt and capital markets through reputed mutual funds. OPPORTUNITIES AND THREATS: The improved performance of the capital markets along with robust and stable economic growth has also given a push to new opportunities. However, due to sheer unpredictable nature of the markets, it makes investments a risky proposition. Any investment company has to live with a fear of falling markets and movement of the indices. By designing a portfolio, the threat can be reduced that can also absorb the short-term rise and fall of the markets without affecting the value of the investments. In the Long term though, the risk of fall in the investment values is always looming large. It is only the prudent judgment coupled with intuitive approach of the management that can mitigate the risks of depreciating investments in the long run. The Company is exploring various options to enter into trading business as well as take on some new activities on a long term basis. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE: During the year, the Company earned a profit of Rs. 323.45 lacs from investment business. OUTLOOK: With the growth of Indian Capital market, there is ample scope for investment opportunities in Indian Financial sector. The Company follows the policy of balancing long-term investments with short term profitability. The investment business is being carried with own funds, dividend etc. and shall not be raising public deposits to carry on the investment business activities. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Your Company has adequate internal control systems commensurate with the size and nature of the business and are well supplemented by reviews and M/S procedures to provide reasonable assurance that all assets are safeguarded, transactions are authorised, recorded and reported properly. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: Financial performance, which has been given in the Directors Report, needs to be viewed in the above backdrop. CAUTIONARY NOTE: Certain statements in the Management Discussion and Analysis section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may effect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.