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ऐनियन इंवेस्टमेंट्स निदेशकों की रिपोर्ट, ऐनियन इंवेस्टमेंट्स निर्देशकों द्वारा रिपोर्ट

ऐनियन इंवेस्टमेंट्स

बीएसई: 503655  |  NSE: N.A  |  ISIN: INE421F01027  |  Finance - Investments

खोजें ऐनियन इंवेस्टमेंट्स कनेक्शन Mar 12
निदेशकों की रिपोर्ट वर्षांत : Mar '13
The Directors have pleasure in presenting the Thirty first Annual
 Report together with the Audited Statement of Accounts for the year
 ended 31st March 2013.
 
 Financial Highlights:
 
                                                 (Rs.in Lakhs)
 
 Particulars                          2012-13        2011-12
 
 Income from operations                284.64         250.10
 
 Profit on Sale of Investments        1169.63         248.35
 
 Total Revenue                        1454.27         498.45
 
 Profit before Depreciation and Tax   1402.38         467.88
 
 Less : Depreciation 
 Profit before Tax                    1375.47         435.99
 
 Less : Provisions for Tax
 
 Income Tax                            260.00          54.00
 
 wealth Tax                                             7.00
 
 Profit after tax                     1115.47         374.99
 
 Add : Balance brought 
 forward from previous year           4927.27        4889.43
 
 Add/Less : Short Provisions 
 Written Off
 
 Profit available for
 appropriation                        6042.74        5264.42
 
 Appropriation
 
 Proposed Dividend                     192.00  
 
 Tax on Proposed dividend               31.15
 
 Transfer to General Reserve           120.00          38.00
 
 Transfer to Reserve fund in 
 terms of Section 45 IC(1) of 
 R.B.I Act,                       1934,240.00          76.00
 
 Balance carried forward to 
 Balance Sheet                        5682.74        4927.27
 
 Management Discussion and Analysis
 
 Industry Structure and Development
 
 Aeonian Investments Company Ltd. is an investment company investing in
 shares, both quoted and unquoted and in units of Mutual Funds. The
 industry structure relevant to the Company''s operations is mainly
 concerned with the capital market. The Company handles its investments
 in the capital market through a reputed portfolio manager.
 
 Industry Overview:
 
 World economy has been facing problems in number of countries with
 falling growth rates, heavy borrowings by multinational companies
 without matching assets; fears of rising inflation; heavy government
 expenditure with inadequate revenues resulting in sizable fiscal
 deficits.
 
 Indian economy has been performing well below what was predicted
 earlier. India''s GDP growth rate has slumped to the lowest level in a
 decade. Industrial growth has slowed to the lowest level in two
 decades, due to decline in private investment, slackening exports
 despite the crumpling of Indian currency, falling electricity output,
 falling auto sales.  Joblessness is one of the highest. All these are
 causes for great concern during the current slowdown.
 
 Fiscal Deficit in the country continued to rise with dwindling exports,
 static imports, falling rupee etc. Investments in infrastructure
 crucial to driving growth, are lagging behind for want of funds.
 
 Slowdown of the economy was clearly visible with some of the
 industrialists expressing concern that companies have been hesitant to
 make large investments in the country. The ruling government has not
 taken any major steps in this regard.
 
 Political climate has also been full of uncertainties due to which
 populist programs may come about rather than hard edged governance, due
 to fast approaching elections.
 
 Country risk for the nation at present is pretty elevated and there is
 a fear that the country may face a downgrade by the International
 Rating Agencies which may further slowdown Foreign Direct Investment
 (FDI) as also investments of Foreign Institutions in the corporate
 sector. FDI has been sizably less in the F.Y.12-13 as compared to that
 of the previous year.
 
 Operational performance .
 
 Total Revenues increased from 498.45 Lakhs to 1454.27 Lakhs during the
 year under consideration. Profit before depreciation and tax increased
 from 467.88 Lakhs in the financial year 2011-12 to'' 1402.38 Lakhs in
 the year under review.
 
 The Profit after Tax: The Company''s profit after tax increased to Rs.
 1115.47 Lakhs during the year under review as compared to Rs.374.99
 Lakhs in the previous year.
 
 Reserves and Surplus as at 31st March, 2013 stand at 10047.24 Lakhs.
 The net worth of your Company at the year end stands at 10143.24 Lakhs
 which translates to a book value of 211 per share.
 
 The Company''s investment portfolio managed by Portfolio Managers, M/s.
 Enam Securities Private Limited continues to be in equity shares of
 growth-oriented companies.
 
 Internal Control Systems and Adequacy
 
 An adequate system of internal control is in place which mandates
 maintaining proper accounting records and their periodical verification
 by the management and the Statutory Auditors.
 
 Public Shareholding:
 
 Your Directors would like to bring to your kind attention the
 requirement of Clause 40A of the Listing Agreement entered into by the
 Company with Stock Exchanges, which now necessitates minimum continuous
 public share holding of 25% in the capital base of the Company. The
 public shareholding in your Company presently stands at marginally more
 than 13%. Methods suggested by SEBI to increase public shareholding
 were found by the management difficult to implement in practice. Your
 Company had discussions with reputed merchant bankers and their views
 emanating from the experience of other similarly placed Companies, were
 of the same nature. The Board was informed accordingly.
 
 The last date for achieving the Public Shareholding of 25% as intimated
 to the Company is 3rd June, 2013.
 
 Voluntary winding up of the Company:
 
 Your Directors believed that presently the Company has a good asset
 base which can be encashed to benefit the shareholders rather than
 continuing the operations of the Company in uncertain times indicating
 slow down presently faced by various sectors of the economy viz.
 industrial and services sectors etc. Your Directors felt it prudent for
 the Company and in the interest of the Shareholders to distribute the
 net assets of the Company under voluntary winding up amongst its
 shareholders under the applicable statutes rather than face sizable
 erosion in the value of the said assets because of weak economy. This
 would also give early benefits thereof to the shareholders.
 
 Your Directors accordingly convened an Extra-ordinary General Meeting
 of the shareholders of the Company on 29th April, 2013 at M.C. Ghia
 Hall, Kala Ghoda, Mumbai- 400 023, for obtaining their approval for the
 voluntary winding up of the Company and appointment of Shri. Falee
 Bilimoria, Partner of M/s. Kalyaniwala & Mistry, Chartered Accountants
 as Liquidator for the purpose
 
 Segment
 
 The primary segment of the company''s business is ''investment in the
 capital market.''
 
 Cautionary Statement
 
 (The statement in this report, including the Management''s Discussion
 and Analysis Report, reflects the company''s projections, estimates,
 expectations and predictions and contains a forward looking statement
 that involves risk and uncertainty. The company undertakes no
 obligation to publicly update or revise any forward looking statements,
 whether as a result of new information, future events or otherwise.
 Actual results, performances of achievements could differ materially
 from those expressed or implied in such forward-looking statements.
 Readers are cautioned not to place undue reliance on these
 forward-looking statements that speak only of the expectations as on
 the date.)
 
 Dividend
 
 In view of the proposed voluntary winding up of the Company, your
 Directors do not propose to recommend any dividend for the year under
 consideration.
 
 Appropriation
 
 In accordance with the provisions of Section 45 IC (1) of the Reserve
 Bank of India Act, 1934, a sum of'' 240.00 lakhs being 20% of the
 profits for the year has been transferred to Reserve Fund. Further an
 amount of * 120.00 Lakhs has been transferred to General Reserve. The
 remaining balance of'' 5682.74 Lakhs has been carried forward.
 
 Directors
 
 In accordance with the Articles of Associations of the Company, Shri
 Amit Champaklal Choksey and Bipin Vithaldas Jhaveri, Directors of the
 Company, retire by rotation and being eligible, offer themselves for
 re-appointment. The Directors recommend their re-appointment.
 
 Directors'' Responsibilities Statement
 
 The Directors confirm
 
 a) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that no material departures
 have been made from the same;
 
 b) that they have selected such accounting polices and applied them
 consistently and made judgements 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 of the
 Company for that period;
 
 c) 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;
 
 d) that they have prepared the annual accounts on a going concern
 basis.
 
 Information pursuant to the Non-Banking Financial Companies acceptance
 of Public Deposits (Reserve Bank) Directions. 1999.
 
 The Company has not accepted any deposits during the year under review.
 
 Particulars of Employees
 
 The Company has no employee covered under Section 217(2AA) of the
 Companies Act, 1956
 
 Listing Arrangements
 
 The shares of the Company are listed on Bombay Stock Exchange Limited,
 Mumbai and the applicable listing fees have been paid till date. The
 Company has complied with the requirements of the Listing Agreement
 entered into with the said Stock Exchange.
 
 Conservation of Energy & Technology Absorption
 
 Being an investment company, the Company has no manufacturing
 activities.
 
 Foreign Exchange Earnings and outgo
 
 During the year there were no foreign exchange earnings and outgo.
 
 Auditors
 
 The Company''s Auditors M/s. Ravi A. Shah & Associates, Chartered
 Accountants, Mumbai, retire at the conclusion of the ensuing Annual
 General Meeting of the Company and are eligible for re-appointment.
 
 The Directors recommend their re-appointment.
 
 Corporate Governance
 
 Your Company is committed to practice the principles of good Corporate
 Governance. Necessary measures are taken to comply with the
 requirements of revised Clause 49 of the Listing Agreement entered into
 with the Bombay Stock Exchange Limited.
 
 The report on Corporate Governance is enclosed and forms part of the
 Directors'' Report.
 
 Certificate from the Company''s Auditors dated April 29, 2013 regarding
 compliance of the conditions of Corporate Governance as stipulated in
 Clause 49 of the Listing Agreement entered into with Bombay Stock
 Exchange Ltd is annexed to this Report.
 
 Secretarial Compliance Certificate
 
 In accordance with the provisions of Section 383A of the Companies Act,
 1956, a certificate from M/s. Manish Ghia & Associates, Practising
 Company Secretaries, certifying the status on compliance with respect
 to the applicable provisions of the Companies Act, 1956, is annexed and
 forms part of this Report.
 
 Acknowledgement
 
 Your Directors put on record their sincere thanks for the services
 rendered by the portfolio managers, stock brokers and other business
 associates.
 
                         For and on behalf of the Board of Directors
  
                            AmitC. Choksey CHAIRMAN
 
 Mumbai, 29th April, 2013.
स्रोत: रेलीगरे टेचनोवा

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