| Dear Members,
The Directors present herewith their 22nd Annual Report on the affairs
of the company together with the audited statement of accounts for the
year ended on 31st March, 2014.
FINANCIAL RESULTS:
The working results of your company for the financial year under report
are as under:
(RS. in Lacs)
Particular Current Year Previous Year
(2013-2014) (2012-2013)
Total Income 583.88 499.13
Profit before finance cost,
depreciation and taxation 154.65 115.66
Financial Cost 131.75 101.84
Depredation 17.12 8.03
Net profit / (loss) for the year
before exceptional item 5.78 5.74
Add: Exceptional Item - -
Net profit / (loss) for the year
after exceptional item 5.78 5.74
Less: Taxation -2.57 0.19
Net profit / (loss) for the year
after taxation 8.34 5.55
Add: Balance brought forward from
the previous Year 69.42 63.86
DIVIDEND:
In view of the current market scenario your Board does not recommend
any dividend.
OPERATION / ACHIEVEMENTS / FUTURE PROSPECTS:
As you are aware that stock market both in India and abroad has been
passing through great turmoil. Your company inspite of all hike-ups has
done well. As the company is the member of National Stock Exchange of
India Limited in Capital, F & O segment and Currency derivatives
segment and the Member of Bombay Stock Exchange Limited in Capital and
F & O segment, and also has acquired Depository Participants stains
with The Central Depository Services (India) Limited and its associate
is the Member of Multi Commodity Exchange of India Limited and National
Commodity & Derivatives Exchange Limited. Moreover, your company has
also entered into the business of Merchant Banking. Your company has
expanded its presence and the prospects of the company and its business
looks robust.
PARTICULARS OF EMPLOYEES:
As there was no employee who is drawing remuneration of Rs.2,00,000/-
per month or Rs. 24,00,000/- per annum. No particulars arc required to
be furnished under section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of employees) Rules 1975 as amended,
AUDITORS:
The Retiring Auditors of the company, SHAH & TALAT1 - Chartered
Accountants are eligible for reappointment. The company has reedved a
certificate to the effect that their appointment will be in accordance
with section 224( 1B) of the Companies Act, 1956.
DIRECTOR'S RESPONSIBILITY STATEMENT:
As required under Section 217(2AA)of the Companies Act, 1956. your
Directors hereby confirm that,
a) In the preparation of these Annual Accounts, applicable Revised
Schedule VI to the Companies Act 1956 and applicable accounting
policies and standards have been followed,
b) These accounting policies are applied consistently and have made
judgment and estimates that are reasonable and prudent so as to give
true and fair view of the state of affairs of your company as on 31st
March, 2014 and in the case of Profit and Loss Account, of the loss of
the company for the year ended on that date.
c) Proper and sufficient cate has been taken, for the maintenanoe of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of your company and
for preventing and detecting fraud and other irregularities.
d) These annual accounts have been prepared on a "going concern" basis.
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchange, a
separate section on Corporate Governance is made part of this report
and a certificate from the Company's Auditors confirming compliance is
set out in the Annexure forming part of this report. Also a
certification by the Whole-time director (CEO) confirming compliance by
all the Board members & Senior Management Personnel with company's code
of conduct are made a part of the Annual Report and is annexed here
with.
The basic objective of corporate governance is ensuring commitment of
the Board of Directors in managing the company in a transparent manner
for maximizing long term shareholder value. A detailed report on the
status of implementation of the Corporate Governance is as under:
Report on Corporate Governance:
1. Company's Philosophy on Code of Governance:
The basic philosophy of corporate governance in the company is to
achieve business excellence and enhance shareholders value. Our
employees are committed to offer efficient and courteous service, to
promote excellence and improvement in the quality of service. We value
our customers' feedback. The Company also respects the inalienable
rights of its investors and other stakeholders to information on the
performance or the Company based on highest professional, ethical and
financial reporting standards.
As per guidelines applicable, Board of Directors' composition in terms
of Interested Directors and independent Directors is in accordance with
the listing requirement.
2. Board of Directors :
The Present strength of the Board of' Directors is Seven (7), out of
which Tour (4) are Independent Non-Executive Directors, The remaining
Three (3) Directors comprises of One Executive Chairman and other two
are Whole-time Director, The constitution of the Board confirms
compliance in respect of appointing independent directors in terms of
Clause 49 of the Listing Agreement,
During the financial year ended 31st March, 2014, Four (4) Board
Meetings were held as per Statutory requirements on 30th May, 2013,
31Sl July, 2013, 31st October, 2013 and 31st January, 2014. The maximum
time gap between any two meetings was not more than four months.
The composition of the Board of Directors, the attendance of each
Director on Board Meetings & the Annual General Meeting (ACM) and also
the number of other Board of Directors or Board Committees of which he
is Member/Chairman, are as under:
Name of the Category Attendance
Director Particular
Board Last
Meetings AGM
Dr. Jayantilal Whole Time 4 Yes
H. shah Director/Chairman
Mr. Rashmikant Whole Time 4 Yes
Acharya Director
Mr. Kalpesh J. Whole Time 4 Yes
shah Director
Mr. Narendra R. Independent 4 Yes
Shah Director
Mr. Chirag J. Independent 4 Yes
Patel Director
Mr. Amal R. Independent 4 Yes
Patel Director
Mr. Prakashchandra Independent 4 Yes
G.Juthani Director
Name of the No. of other Directorships and Committee
Director Memberships/Chairmanships
Other Committee Committee
Directorships Memberships Chairmanships
Dr. Jayantilal 1 NIL NIL
H. shah
Mr. Rashmikant 1 NIL NIL
Acharya
Mr. Kalpesh J. 1 3 NIL
shah
Mr. Narendra R. 1 NIL NIL
shah
Mr. Chirag J. 1 NIL 3
Patel
Mr. Amal R. NIL 3 NIL
Patel
Mr. Prakashchandra NIL NIL NIL
G.Juthani
Notes:
(i) None of the above Directors is a member in more than 10 committees
or acts as Chairman of more than 5 Companies across all Companies in
which he is a Director.
(ii) Number of other Directorships held by the Directors, as mentioned
above, do not include alternate directorships and directorships held in
foreign companies, Section 25 companies and Indian private limited
companies besides trustee/membership of managing Committees of various
trusts and other bodies and are based on the latest declarations
received from the Directors, The details of Committee Membership/
Chairmanship is in accordance with revised clause 49 of the Listing
Agreements and reflects the Membership/ Chairmanship of the Audit
Committee and Share holders/lnvestors' Grievance Committee alone of all
other Public Limited Companies.
The Company has a system to circulate and provide adequate information
to the Board including as required under Annexure-IA of Clause 49 of
the Listing Agreement(s) to enable the Board to take informed
decisions. The compliance report of all laws applicable to the Company
as prepared and complied by the Compliance Officer is circulated to all
the Directors along with the Agenda and placed/reviewed in each Board
Meeting.
The Board has laid down a Code of Conduct for all Board Members and
Senior Management Personnel of the Company and the same has been posted
on the website of the Company.
3. Remuneration Committee:
The Remuneration Committee constituted in pursuance of the provisions
of the Listing Agreement and Schedule XIII to the Companies Act, 1956,
consisting of two Non-executive Independent Directors and one Executive
Director, Chaired by Mr. Chirag J. Patel, Mr. Amal R. Patel and Mr.
Kalpesh J. Shah are members of the committee. The Remuneration
Committee of the company is empowered to recommend/review the
remuneration packages of Managing/Whole time directors including
executive directors and the relatives of directors based on their
performance and on review of their achievements.
The terms of reference of the Remuneration Committee are as per the
guidelines of the Central Government/ Listing Agreement with Stock
Exchange, The Committee met on 30th May, 2013 and on 31st October, 2013
during the year the Committee has suggested revising the remuneration
of Dr. Jayandlal H. Shah, Mr. Rashmikant G Acharya, Mr. Kalpesh J.
Shah, Smt. Neela J. Shah, Smt. Vaishali K. Shall, Smt. Bina R. Acharya
and MS. Priyanka R. Acharya from 01.04.2014 subjected to the approval
of the Board and Shareholders.
Board recommends that the current members of the committee are to be
continued.
* Remuneration to the Directors :
At present, the Company does not have any policy for payment of
remuneration to non-executive directors including non executive
independent directors except by way of sitting fees. the details of
remuneration paid to all the Directors for the financial year ended on
31st March, 2014, arc set out below:
Name of Director Sitting Fees Remuneration Total (RS.)
Dr.J.H.Shah Nil Nil Nil
Mr. Rashmi Acharya Nil Nil Nil
Mr. Kalpesh J. Shah Nil 573278/- 573278/-
Mr. Narendra R. Shah 4000/- Nil 4000/-
Mr. Amal R. Patel 12000/- Nil 12000/-
Mr. Chirag J. Patel 12000/- Nil 12000/-
Mr. Prakashchandra
G.Juthani 4000/- Nil 4000/-
4. Audit Committee of the Board :
The Audit Committee of the Board was constituted oil 30-04-2007.
Presently the Audit Committee comprises of three Directors chaired by
an independent director Mr. Chirag J. Patel, Besides Executive Director
Mr. Kaipesh J. Shah and an independent director Mr. Amal R. Patel are
members of the committee.
The Audit Committee is a bridge between the Board of Directors and the
company. The Committee held four meetings during the year on 30th May,
2013,3st July, 2013,31st October, 2013 and 31st January, 2014. All the
members of the committee attended the aforesaid meetings.
The role and the terms of reference of the Audit Committee covers the
areas mentioned under Clause 49 of the Listing Agreement and Section
292A of the Companies Act, 1956. These include: Overseeing the
company's financial reporting process and the disclosure of financial
information: Review of annual and quarterly financial statements with
the management before submission to the Board of Directors; Review of
the Adequacy of internal control systems with the management, external
and internal auditors and review of the company's financial risk, and
management policies; Verification of the securities under investment
portfolio and ensuring sound functioning, compliance with various
statutory laws; and Provide an open Avenue of communication between the
Independent Auditor, Internal Auditor and the Board of Directors.
Board recommends that the current members of the committee are to be
continued.
5. Investors/Shareholder Grievance Committee:
The committee constituted by the Board comprises of Mr. Chirag J.
Patel, a non-executive independent director as Chairman, and Mr. Amal
R. Patel, a non-executive independent director with Mr. Kalpesh J.
Shah, an executive director, as its members.
The committee held Two (2) meetings during the year on 31st October.
2013 & 31st January, 2014. All the members of the committee attended
the aforesaid meetings.
The committee looks into various matters relating to - Expeditious
redressal of investor's grievances; Transfer and transmission of
shares; Issue of duplicate share certificates; Approval of split and
consolidated requests; Review of shares dematcrialized; and All other
matters related to shares.
During the year 2013-2014, all complaints received, have been redressed
to the satisfaction of the complainants. There were no outstanding
complaints as on the date of the Balance sheet. All valid requests for
share transfers received during the year have been acted upon and there
were no shares pending for transfer as on March 31, 2014.
Board recommends that the current members of the committee are to be
continued.
6. General Body Meetings :
The location and time of the General Meetings held during the last
three years is as follows:
AGM/ Date Venue Time No. of special
EGM resolution passed
AGM 30/09/11 "Creative Castle", 70, 4.30 Nil
Sampatrao Colony, p.m.
Productivity Road,
Vadodara - 390 007.
AGM 29/09/12 "Creative Castle", 70, 11.30 Nil
Sampatrao Colony, a.m.
Productivity Road,
Vadodara - 390 007.
AGM 30/09/13 "Creative Castle", 11.30 Nil
70, Sampatrao Colony, a.m.
Productivity Road,
Vadodara - 390 007.
7. Notes on Directors seeking Appointment/Re-appointment:
The board of directors has proposed to appoint following directors, in
accordance with the applicable laws, rules and regulations, in the
Annual General Meeting:-
i. Mr. Narendra R. Shah - retiring by rotation - reappointment.
ii. Mrs. Neela Jayanlilal Shah, as a woman Director.
iii. Mr. Yatish Harkisondas Shah as a Director.
iv. Mrs. Bina Rashmikant Achaiya as an Alternate Director.
v. Mr Hemant Prabhakar Shah as an Independent Director.
vi. Dr, Jayantilal Harkisondas Shah, as a Whole Time Director.
vii. Mr. Rashmikant Gajendraprasad Achaiya, as a Whole Time Director.
viii. Mr. Kalpesh Jayantilal Shah, as a Whole Time Director.
8. Disclosures:
* There are no materially significant related party transactions
entered into by the company with its Promoters, Director, or
Management, their subsidiaries or relatives etc. that may have
potential conflict with the interests of the company at large. The
register of contracts containing the transactions in which the
Directors are interested is placed before the Board regularly for its
approval.
* Transactions with the related parties arc disclosed in Note 2.21 to
the financial statements in the Annual report.
* The Company has generally complied with all the mandatory
requirements as specified in the revised Clause 49 to the extent these
apply and extend to the Company.
* In the preparation of the financial statements, the Company has
followed the Accounting Standards issued by the ICAI. The significant
accounting policies applied in preparation and presentation of
financial statements has been set out in Note 1 forming part of the
financial statements.
* The Company has laid down procedures to inform the Board Members
about the risk assessment and minimization procedures covering the
entire gamut of business operations of the Company and the same have
been reviewed by the Board during the year.
* The designated Senior Management Personnel of the Company have
disclosed to the Board that no material, financial and commercial
transactions have been made during tire year under review in which they
have personal interest, which may have apotential conflict with the
interest of the Company at large.
* The CEO (Whole-time Director) has furnished a Certificate to the
Board for the year ended 31st March, 2014 in compliance with the
revised Clause 49 V of the Listing Agreement(s), as amended.
* During the last three years, there were no strictures of penalties
imposed by either the Securities Exchange Board of India or the Stock
Exchanges or any statutory authority for non-compliance of any matter
related to the capital markets. Except amount charged by the National
Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd, as a member
in Capital and Derivative segment payable by dealer member and amount
is insignificant when compared to the size of operation in the market.
9. Means of Communication:
* Half Yearly report sent to No
each Mo household of
Shareholders.
* Which newspaper normally Western Times (English & vernacular
published in languages editions)
* Any website, where displayed. No - As required by SEBI and the
listing agreement, the Company has
been regularly filing the required
financial and other Information on
the Electronic Data Information
Filing and Retrieval (EDIFAR)
website www.sebiedifar.com
maintained by SEBI/National
Informatics Centre.
* Presentation made to Yes, Results as per Clause 41 of
the Listing Agreement are sent
Institutional Investors or the to
the Stock Exchanges at Mumbai where
shares of thenAnalyst. company
listed.
* Whether the Management No
Discussion and Analysis
Report is part of the Annual
report or not.
10. General Shareholder information :
* Annual General Meeting
AGM Date 30th September, 2014
Time 11.30 a.m.
Venu Regd, Office: "Creative Castle", 70,
Sampatrao Colony, Opp. Masonic Hall,
Off. Productivity Road, Vadodara -
390007
10. General Share holder information:
* Financial Calendar: (Tentative Schedule)
(April 2014-2015)
a) Results for the Quarter On or before July 31, 2014
ended June 30, 2014
b) Results for the Quarter On or before October 31, 2014
ended September 30, 2014
c) Results for the Quarter On or beforeJanuary 31, 2015
ended December 31, 2014
d) Results for the Quarter On or before May 30, 2015
and year ended March 31, 2015
* Date of Book Closure From 24.09.2014 to 26.09.2014
(Both days indusive)
* Listing on Stock Exchange The Bombay Stock Exchange Ltd.
* Stock Code 526891
* Demat ISIN Number in NSDL
and CDSL for Equity Shares INE 944C01017
* Registrars and Share Transfer Agents:
Dealing Office Reg. Office
Link Intime India Pvt Ltd Link In time India Pvt
B-102 & 103, Shangrila Ltd C-13, Pannalal Silk
Complex, Near Radhakrishna Mills Compound, L.B.S. Marg,
Char Rasta, Akota, Bhandup (West), Mumbai 400 078
Vadodara - 390 020
* Share Transfer System :
Transfer of shares are processed by the share transfer agents and
approved by the share transfer committee called as
"Investors/Shareholders Grievance Committee", which meets at frequent
intervals.
* Distribution and Shareholding Pattern as on March 31,2014 is as
follows:
No. of Shareholders in the physical mode 4,67,554 9.35%
No. of Shareholders in the electronic mode 45,32,446 90.65%
Total 50,00,000 100.00%
* Shareholding Pattern as on March 31,2014 is as folows:
Category No. of Shares %
Director's and their Relatives' 35,79,592 70.66%
Companies in which the Directors are
interested Nil Nil
Non-Resident Indians 87,389 1.75%
General Public 13,94,540 27.59%
Total 50,00,000 100.00%
* Dematerialization of shares 90.6489% of the paid up
and liquidity : capital has been
Dematerialized as on
31st March, 2014.
* Address for Correspondence : Market Creators Limited
"CreativeCastle", 70,
Sampatrao Colony,
Opp. Masonic Hall
Productivity Road,
Vadodara-390007.
CONSERVATION ENERGY, TECHNOLOGIES ABSORPTION, FOREIGN EXCHANGE,
EARNINGS AND OUTGO.
Prescribed information regarding compliance of rules relating to
conservation of Energy and Technology absorption as per section
217(1)(C) of the Companies Act, 1956 read with the company's
(Disclosure of particulars in the report of the Board of Directors)
Rules, 1988 is not provided, as same is not applicable to your company.
LISTING OF THE COMPANY'S SHARES:
The Equity shares of your company continue to be listed during the year
under review at the Bombay Stock Exchange Limited. The company has paid
the Annual listing fees for the financial year 2014-15. The company
shares arc dematerialized for providing better services to the
shareholders. Your company, looking into various guidelines issued by
the Slock Exchange and consequent to amendments in listing norms, as
part of good governance is complains to all the requirements.
ACKNOWLEDGEMENT:
The company's relation with the staff remained cordial during the year.
Your Directors expect that cordial relations with the employees will
continue and will help in achieving the objectives of The company and
place on record the appreciation for the dedicated services rendered by
the executives, the staffs and other employees of the company.
Your Directors wish to place on record their appreciation for the
timely support and co-operation received from the Government and
Semi-government agencies and other associates, particularly SEBl,
Office of the Registrar of the Companies, Financial Institutions,
Bankers. Brokers, Officers & NSEIL, NSCCL, NSDL, BSE, CDSL,
Professionals etc, who helped the company to meet with requirements
from time to time.
By Order of the Board
S/d
Place: Vadodara, Dr. J. H. Shah
Date : 31st May, 2014 Chairman |