Zuari Forex Ltd Merged Directors Report

ZUARI FOREX LIMITED (FORMERLY ZUARI FINANCE LIMITED) ANNUAL REPORT 2009-2010 DIRECTORS REPORT To The Members, Your Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Statement of Accounts for the year ended 30th June, 2010. FINANCIAL RESULTS PARTICULARS YEAR YEAR PARTICULARS ENDED ON ENDED ON 30.06.2010 30.06.2009 RS. RS. INCOME FROM OPERATIONS 61,55,527 10,225,860 Profit Before Depreciation & Tax 6,07,819 9,19,083 Less: Depreciation 5,25,769 6,67,433 Profit before Tax 82,050 2,51,650 Less: Provision for Taxation - 75,495 Less: Fringe Benefit Tax - - Less: Deferred Tax Liability - - Profit after Tax 82,050 1,76,155 Add: Balance brought forward from previous year 26,76,078 24,99,923 Surplus/(Deficit) carried to Balance Sheet 27,58,128 26,76,078 DIVIDEND Your directors do not recommend dividend for the year 2009-2010. OPERATIONS: Your Directors are confident in recording a sustainable growth in the operation during the current year. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO The Companys main business activities are service oriented and therefore, does not consume energy at any significant level. However, conservation of energy is being given top priority by the Company. All employees are being made aware of the need for such conservation. There is no earning or outgo in foreign exchange. PARTICULARS OF EMPLOYEES During the year, there were no employees whose information is required to be given as per Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended. CORPORATE GOVERNANCE As required by Clause 49 of the Listing Agreement with the Stock Exchange, the Report on the Management Discussions and Analysis and Corporate Governance form part of the Annual Report. FIXED DEPOSITS During the year under review the Company has neither invited nor accepted Public Deposits. LISTING The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited. DIRECTORS In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Samit Hede and Mrs. Shibani Harlalka, retire by rotation, at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. AUDITORS M/s. Shatter & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Auditors Report is self explanatory. DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm: i) That in the preparation of the accounts for the period, the applicable accounting standards have been followed and that no material departures have been made from the same; ii) That they have selected appropriate 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 30th June, 2010 and of the profit of the Company for the period; iii) That they 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; and iv) That they have prepared the accounts for the period ongoing concern basis. MANAGEMENT DISCUSSION & ANALYSIS Pursuant to clause 49 of the Listing Agreement, Management Discussion & Analysis is annexed as part of this report separately COMPLIANCE CERTIFICATE A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report. ACKNOWLEDGEMENTS Your Directors place on record their appreciation for the continued support received from Shareholders. Your Directors express their appreciation for the assistance and cooperation received from the Government, RBI,local authorities, Banks and customers. The Board would also like to acknowledge co-operation and commitment rendered by all the associates and employees of the company at all level. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Mr. Samit Hede (Director) Mr. Kumar Sekhar (Executive Director) Place: Mumbai Date : 29th October, 2010 MANAGEMENT DISCUSSION AND ANALYSIS The Management of the Company is pleased to present this report covering the activities of the Company during the period 2009-10. Industry Structure and development: Operation: The financial year 2009-10 was again a period of mixture. There have been unprecedented Exchage Rate fluctuation, which directly on the net financial results. Outlook: The long-term outlook for the business of the company looks positive and ever growing. The Company proposes to relocate certain branches for better performance and also planning to open another ten Branches around India in the ensuing year. Opportunities: Due to globalization and entry of various Multi National Companies (MNCs) into India for closer Business operations Forgein Exchange Requirements are bound to multiply. Threats: The major threat to the business comes from inexperienced and small scale players who adopt unhealthy competition by quoting huge discounts and longer credit periods. Risk Management: The Industry in which the Company operates is highly competitive since there are no entry barriers. The Company does not perceive any risks or concerns other than those comes to industry such as regulatory risks, exchange risks, and other commercial and business related risks. Internal Control Systems and their adequacy The Company has adequate systems of internal control covering all financial and operational acivities. The internal control are designed to provide reasonable assurance with regard to maintaining proper accounting controls, protecting assets from unauthorized losses and ensuring reliability of financial and operational information and proper compliance with regulations. Human Resources Management The Company has harmonious employee relations and there is close interaction between the management and employees to facilitate smooth functioning of our organizational activities. The company facilitates consistent improvement in performance, productivity and effectiveness by setting targets through an interactive process and continuous and regular staff training programmes. Human resources are being recognized as one of the critical area to the success of our organization. Caution Statement Statement in this report on Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include, amongst others, economic conditions affecting demand /supply and price conditions in the tourist industry and Government policies on Foreign Exchange regulations under which the Company operates, changes in the Government regulations, tax laws and other statutes and incidental factors. The Company assures no responsibility in respect of the forward -looking statements herein, which may undergo changes in future on the basis of subsequent development, information or events.