PRESTIGE STOCKS AND BONDS LIMITED

Transcription

1 PRESTIGE STOCKS AND BONDS LIMITED CIN No. : L67120MH1981PLC REGISTERED OFFICE: C/202, WATERFORD BUILDING, JUHU LANE, ABOVE NAVNIT MOTORS, ANDHERI WEST, MUMBAI ANNUAL REPORT

2 Contents 1 Corporate Information. 1 2 Director's Report 2 3 Auditor's Report 28 4 Balance Sheet 32 5 Statement of Profit & Loss 33 6 Cash Flow Statement 34 7 Notes to Financial Statements 35 8 Attendance Slip 41 9 Proxy The Route Map of the AGM Venue 44

3 Company Information Board of Directors and KMP Mr. Aditya Kedia (Director) Mr. Vinitkumar Kedia (Director) Mr. Siddharth Kolte (Independent Director) Mr. Arvind Jalan (Independent Director) Mrs. Radhika Kedia (Wholetime Director) Mr. Madhu Bangera (CFO) Reference Information CIN No. : L67120MH1981PLC REGISTERED OFFICE C/202, Waterford Building, Above Navnit Motors, Juhu Lane, Andheri West, Mumbai Registrar and Share Transfer Agent Statutory Auditors Maheshwari Datamatics Private Limited Deven Doshi & Co. 6, Mangoe Lane, 2nd Floor, Chartered Accountant Kolkata , Commerce House, 140, N M Road, Fort, Mumbai Page 1 of 44

4 DIRECTORS REPORT To, The Members, Your directors have pleasure in presenting their Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31 st March, Financial Highlights During the year under review, performance of your company as under: Particulars Year ended 31 st March 2015 Year ended 31 st March 2014 Turnover 7,80, ,100 Profit/(Loss) before taxation 502,400 1,68,092 Less : Tax Expense 1,59,980 57,152 Profit/(Loss) after tax 3,42,420 1,10,940 State of Company s Affairs and Future Outlook The Company has reported total Revenue of Rs. 7,80,000 for the current financial year as compared to Rs. 505,100 in the previous year. The net profit after tax for the year under review amounted to Rs. 3,42,420 in the current year as compared to Rs. 1,10,940 in the previous year. Change in nature of business, if any There is no change in the nature of the business of the company. The Company is slowly trying to establish itself in real estate business and to enlarge the area of operation in the coming year. ` Page 2 of 44

5 Dividend During the year under review, the Company has made negligible profit. With a view to conserve resources, your Directors express their inability to declare any dividend for the year. Amounts Transferred to Reserves The Company has not made any transfers to reserves. Extract of Annual Return The extract of Annual Return, in format MGT 9, for the Financial Year is enclosed with this report as Annexure 1. Number of Board Meetings During the Financial Year , eight meetings of the Board of Directors of the company were held. Particulars of Loan, Guarantees and Investments under Section 186 During the year under review, the Company has not advanced any of Loan, Guarantees and Investments under Section 186. Particulars of Contracts or Arrangements with Related Parties Company has not entered into any contract or arrangement with the related parties under Section 188(1) of the Companies Act 2013 during the Financial Year and hence details as required in AOC 2 is not provided. Auditor s Report A copy of the Statutory Auditors is enclosed. Auditor has not made qualification or observations in their report. Relevant notes forming part of the Annual Accounts are also selfexplanatory. ` Page 3 of 44

6 Material Changes Affecting the Financial Position of the Company There have been no material changes affecting financial position of the Company from the end of the financial year till date of the report. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo The Company is not engaged in any industrial activity which requires consumption of energy or technology absorption. Further, during the year there is no foreign exchange earnings and outgo. Hence, Company does not have any information to be provided in this relation and accordingly details in relation to the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not provided. Details of Subsidiary, Joint Venture or Associates The Company does not have any subsidiary, Joint Venture or Associate Company. Risk Management Policy During the year under review, the Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013, which defines the risk management approach of the Company and includes a periodic review of such risks and also the documentation, mitigating measures and reporting mechanism of such risks. Details of Directors and Key Managerial Personnel During the year under review, the Company has appointed two key managerial persons under Section 203 of the Companies Act, Mrs. Radhika Kedia has been appointed as Whole Time Director of the Company on 30 th March Mr. Madhu Bangera has been appointed as Chief Financial Officer on 30 th March Due to small operations, negative networth and small disposable income, your Company could not appoint Company Secretary. However, Company is taking support from professional company secretaries for the compliance. Further Company is taking steps for appointment of Company Secretary and will do the needful in due course. In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. Aditya Kedia (DIN : ) retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. ` Page 4 of 44

7 Mr. Siddharth Kolte (holding DIN: ) and Mr. Arvind Jalan (holding DIN: ) has been appointed Independent Directors under Sections 149 of the Companies Act, 2013 at the last Annual General Meeting dated 30 th September 2014 for a period of five years. Details of significant & material orders passed by the regulators or courts or tribunal During the year under review, no significant or material order has been passed by the regulators or courts or tribunals impacting the going concern status or its operations in future. Adequacy of Internal Financial Control Company's internal control system commensurate with its size, scale and complexities of its operation. Based on recommendation of Audit Committee, Mr. Mayank Tibrewala, Chartered Accountant has been appointed as Internal Auditor. The Audit Committee reviews the adequacy and effectiveness of the internal control systems and periodically reviews the findings and corrective actions taken. Deposits The Company has not invited/ accepted any deposits from members or public during the financial year and Company has no unclaimed or unpaid deposits as on 31 st March Receipt of any commission by MD / WTD from Company or receipt of commission / remuneration from subsidiary The Company has not provided any remuneration including commission to any directors including whole time director. Declaration by Independent Director The Company has received the necessary declaration from both independent directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, ` Page 5 of 44

8 Secretarial Audit Report Secretarial Audit Report forming part of the Board report issued by Mr. Bimlendu Kumar, Practicing Company Secretary as required under Section 204 of the Companies Act, 2013 is attached with the report as Annexure 2. Management Representation to the Secretarial Audit Report Following are the parawise explanation / clarification/ comment to the Secretarial Audit Report: 1. The Company has belatedly filed most of the eform required to be filed under Act: Explanation: Certain eforms have been delayed in filing due to inadvertent mistake. Company will ensure to avoid such delay in future. 2. The attendance sheet for the most of Board Meeting, Audit committee and Nomination and Remuneration Committee has not been signed by all directors: Explanation: The attendance sheet has been signed by most of the directors and inadvertently missed to be signed by all directors. 3. The Company has appointed Key Managerial Personnel, i.e. Whole Time Director and Chief Financial Officer w.e.f. 30 th March 2015 but are still to appoint Company Secretary as required under Section 203 of the Act: Explanation: Self explanatory and doesn t require any explanation. As regards appointment of Company Secretary, Board has explained its inability. However, the Company will try to do the needful in future. 4. The Company has formed Audit Committee and Nomination and Remuneration Committee on 30 th September 2015 as required under Section 177 and 178 of the Act: Explanation: Self explanatory and doesn t require any explanation. 5. During the year Company has compounded violation under Section 621A of Companies Act, 1956 for delay in submission of annual return under Section 159 of Companies Act, 1956 for the year 2004 to 2012 and delay in submission of balance sheet and annual report for the year 2004 to 2011: Explanation: Self explanatory and doesn t require any explanation. ` Page 6 of 44

9 6. The Securities of the Company was suspended from trading at the exchange during the year: Explanation: Company had taken steps and suspension in trading has already been revoked by the Calcutta Stock Exchange. 7. The Company has not published the notice of Board Meeting and quarterly/ annual result in the newspapers as required under Clause 41 of the listing agreement for three quarters: Explanation: Due to inadvertent mistake, publication has not been carried out. Company takes the compliances very seriously and will ensure to avoid such delay in future.. 8. The Company has not intimated stock exchange regarding closure of trading window under SEBI (PIT) Regulations, 1992: Explanation: Since the equity shares of the Company are not being traded due to suspension, the inadvertent mistake has happened. Company will ensure to avoid such delay in future. 9. The Company has delayed filing of annual disclosure under SEBI (SAST) Regulations, 2011 and SEBI (Prevention of Insider Trading) Regulation, 1992: Explanation: Due to inadvertent mistake, few details to be submitted to the stock exchange got delayed. Company takes the compliances very seriously and will ensure to avoid such delay in future. 10. The Company has delayed filing of statutory compliances under listing agreement as required under Clause 35, Clause 41 and Clause 47C and Certificate for reconciliation of share capital: Explanation: Due to inadvertent mistake, few details to be submitted to the stock exchange got delayed. Company takes the compliances very seriously and will ensure to avoid such delay in future. 11. The Company has belatedly intimated date of book closure to Stock Exchange: Explanation: Due to inadvertent mistake, details to be submitted to the stock exchange got delayed. Company takes the compliances very seriously and will ensure to avoid such delay in future. ` Page 7 of 44

10 12. The Company has not intimated the appointment of two independent directors and whole time director to the stock exchanges as required under listing agreement Explanation: Due to inadvertent mistake, details to be submitted to the stock exchange got missed. Company takes the compliances very seriously and will ensure to avoid such delay in future. 13. Board of the Company has not conducted formal evaluation of its own Performance, its Directors, and that of its Committees: Explanation: As the independent directors have been appointed and company has been operating at small income, the same could not be done. Company will ensure to comply with the requirement. 14. The official website of the Company does not contain all details as required under listing agreements: Explanation: The same has happened by inadvertent mistake. Company will ensure to have all details in future. Apart from above, the observation as made by Secretarial Auditor is self explanatory. The Company will take steps to insure such compliance in future. Corporate Social Responsibility (CSR) Policy Provisions of Section 135(1) of the Companies Act, 2013 are not applicable to Company and hence Company is not required to formulate policy on corporate social responsibility. Audit Committee The Audit Committee has been constituted by Board of Directors in line with the provisions of the Companies Act, 2013 on 13 th November The composition of the Audit Committee is as follows: 1. Mr. Siddharth Kolte Chairman 2. Mr. Aditya Kedia Member 3. Mr. Arvind Jalan Member Board accepts all recommendation of Audit Committee and there has been no circumstance when the recommendation has not been accepted by Board. ` Page 8 of 44

11 Function of audit committee Internal Control systems and their adequacy are constantly reviewed by the Audit Committee at regular meetings. After discussing the adequacy and effectiveness of the existing systems and also after considering steps to be implemented to further improve the systems, such steps are implemented and constantly monitored. Audit Committee also reviews the financial results of the company. Terms of Reference Board has decided and delegated terms of reference as per Section 177 of the Companies Act, Board has vested interalia following authority to the Audit Committee: 1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company; 2. Review and monitoring the auditor s independence and performance, and effectiveness of audit process; 3. Examination of the financial statement and the auditors report thereon; 4. Approval or any subsequent modification of transactions of the company with related parties; 5. Scrutiny of intercorporate loans and investments; 6. Valuation of undertakings or assets of the company, wherever it is necessary; 7. Evaluation of internal financial controls and risk management systems; 8. Monitoring the end use of funds raised through public offers and related matters; 9. Ensure that vigil mechanism is always available; 10. Such other related matters to accounts and finance. Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees Company has appointed two independent directors during the year. The Board has framed basic questioner for performance evaluation. However, it could not do the performance evaluation during the financial year. Board will conduct the formal evaluation during the year. Nomination & Remuneration Committee Board has constituted a committee called Nomination and Remuneration committee on 13 th November 2014 pursuant to provision of section 178 of the Companies Act, ` Page 9 of 44

12 The following is composition of the Nomination and Remuneration Committee: 1. Mr. Siddharth Kolte Chairman 2. Mr. Aditya Kedia Member 3. Mr. Arvind Jalan Member Nomination & Remuneration Committee Policy & Terms of Reference The Nomination and Remuneration Committee has formulated company s policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence and has also formulated guidelines as to who can be appointed as directors or who may be appointed to the senior management positions in the Company. The said policy has been duly approved by Board. Following are terms of Reference of Nomination & Remuneration Committee: 1. To determine the remuneration payable to the Directors and senior management staff. 2. To recommend to the Board appointment/reappointment and removal and to evaluation of Executive, Non Executive and Independent Directors and the Board. 3. To review the Nomination and Remuneration policy. 4. Establish and administer employee compensation and benefit plans. 5. Such other matters as may be required from time to time under any statutory, contractual or other regulatory requirement. Disclosure on Establishment of a Vigil Mechanism Board has established vigil mechanism for directors and employees as required under Companies Act, The vigil mechanism provides for adequate safeguards against victimization and provides for direct access to the Chairman of the Audit Committee. Management Discussion and Analysis Report Company is not required to comply with the Clause 49 of the listing agreement based on Circular of SEBI bearing number SEBI/CFD/DIL/CG/1/2004/12/10 dated 29 th October 2004 and revised listing agreement w.e.f. 1 st October 2014 vide circular of SEBI bearing number CIR/CFD/POLICY CELL/7/2014 dated 15 th September Hence, the management discussion and analysis report is not provided. ` Page 10 of 44

13 Report on Corporate Governance Company is not required to comply with the Clause 49 of the listing agreement based on Circular of SEBI bearing number SEBI/CFD/DIL/CG/1/2004/12/10 dated 29 th October 2004 and revised listing agreement w.e.f. 1 st October 2014 vide circular of SEBI bearing number CIR/CFD/POLICY CELL/7/2014 dated 15 th September Hence, report on Corporate Governance is not provided. Managerial Remuneration Company has not paid any Managerial Remuneration to Managerial personnel during the year. Disclosure as required pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided separately forming part of this report in Annexure3. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 Company has less than ten women employees and hence has not constituted any Committee. During the year under review, no complaints were reported to the Board. Statutory Auditors M/s. Deven Doshi & Co., Chartered Accountants, (Firm Registration No: W) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re appointment to audit the accounts of the Company for the financial year As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Deven Doshi & Co., Chartered Accountants, that their appointment, if made, would be in conformity with the limits specified in the said Section. Directors Responsibility Statement In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that: ` Page 11 of 44

14 i. in the preparation of the annual accounts for the financial year ended 31 st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. the directors had 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 as at 31 st March, 2015 and of the profit /loss of the Company for that period; iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. the directors had prepared the annual accounts on a going concern basis; v. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. vi. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Acknowledgment The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support. By order of the Board of Directors For Prestige Stock and Bonds Limited Place: Mumbai Date: 5 th September 2015 SD/ Aditya Kedia DIN: ` Page 12 of 44

15 Annexure 1 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, I. REGISTRATION & OTHER DETAILS: 1. CIN L67120MH1981PLC Registration Date 04Mar Name of the Company PRESTIGE STOCKS AND BONDS LIMITED 4. Category/Subcategory of the Company 5. Address of the Registered office & contact details 6. Whether listed company YES 7. Name, Address & contact details of the Registrar & Transfer Agent, if any. Company Limited by Shares Indian NonGovernment Company C/202, Waterford Building, Juhu Lane, Above Navnit Motors, Andheri (West), Mumbai Tel.: Fax.: Maheshwari Datamatics Pvt. Ltd 6, Mangoe Lane, 2 nd Floor, Kolkata : II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company 1 Financial Consultancy Services % 2 Real Estate Activities % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES The Company does not have any holding, subsidiary and associate companies SN Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section 1 N.A N.A N.A N.A N.A Page 13 of 44

16 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Categorywise Share Holding Category of Shareholders A. Promoter s (1) Indian a) Individual/ HUF b) Central Govt c) State Govt(s) d) Bodies Corp. e) Banks / FI f) Any other Total shareholding of Promoter (A) No. of Shares held at the beginning of the year[as on 31March2014] Demat Physical Total % of Total Shares 158, , , , No. of Shares held at the end of the year [As on 31March2015] Demat Physical Total % of Total Shares % Change during the year 153, , (1.82) 153, , (1.82) B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Subtotal (B)(1): Page 14 of 44

17 2. NonInstitutions a) Bodies Corp. i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 30,700 30, ,700 30, ,700 33, ,200 38, ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 25,000 25, ,000 25, c) Others (specify) Non Resident Indians Overseas Corporate Bodies Foreign Nationals Clearing Members Trusts Foreign Bodies D R Subtotal (B)(2): Total Public Shareholding (B)=(B)(1)+ (B)(2) 89,400 89, ,900 93, ,400 89, ,900 93, C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 247, , , , Page 15 of 44

18 B) Shareholding of Promoter SN Shareholder s Name Shareholding at the beginning of the year No. of Shares % of total Shares of the company %of Shares Pledged / encumbe red to total shares Shareholding at the end of the year No. of Shares % of total Shares of the company %of Shares Pledged / encumb ered to total shares % change in shareholding during the year 1 ADITYA D. KEDIA* % % % 2 ADITYA D. KEDIA J/w. ALKA DEVI D. KEDIA % % % 3 KIRTI KUMAR V. KEDIA % % % 4 VISHWANATH P. KEDIA % % % 5 DINESH KUMAR KEDIA * 6 DINESH KUMAR PURSHOTTAMDAS H.U.F % % % % % *Transmitted to Mr. Aditya Kedia from Mr. Dinesh Kumar Kedia on 11May 2014 C) Change in Promoters Shareholding : Changes in Shareholding of only three promoters SN Date of change Name of Promoter 1 Mr. Dinesh Kedia Particulars At the beginning of the year No. of shares % % of total shares of the company 11May 2014 Decrease in Shareholding *Transmitted to Mr. Aditya Kedia % At the end of the year NIL NIL Page 16 of 44

19 2. Mr. Aditya Kedia At the beginning of the year 124, % 11May 2014 Increase in Shareholding by way of Transmission from Mr. Dinesh Kedia* % 3 Mr. Vishwanath P. Kedia At the end of the year At the beginning of the year 132, % % 15Jan 2015 Decrease Shareholding in % At the end of the year % D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs): SN For Each of the Top 10 Shareholders Shareholding at the beginning of the year Changes during the year Cumulative Shareholding during the year No. of shares % of total shares of the company No. of shares % of total shares of the company 1 Jitmal Toshniwal 25, % 0 25, % 2 Fairluck Comm C. Ltd. 22, % 0 22, % 3 Diamond Commercial Enterprises Ltd. 4 Smt. Sulochana Devi M. Harlalka 8, % 0 8, % 6, % 0 6, % 5 Smt. Veena S. Tibrewala 5, % 0 5, % 6 Umesh S. Tibrewala 4, % 0 4, % 7 Smt. Kusum S. Tibrewala 4, % 0 4, % 8 S. N. Shah 3, % 0 3, % 9 Mahendra Prasad B. Mondal 2, % 0 2, % 10 Smt. Urmila Devi Harlalka 2, % 0 2, % Page 17 of 44

20 E) Shareholding of Directors and Key Managerial Personnel: There is no change in Shareholdings of other Director & KMP s except Mr. Aditya Kedia SN Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Changes during the year Cumulative Shareholding during the year No. of shares % of total shares of the company No. of shares % of total shares of the company No. of shares % of total shares of the company Shareholding of Directors 1 Mr. Aditya Kedia 124, % 8000 * 3.23% * 132, % 2 Mrs. Radhika Kedia Mr. Siddharth Kolte Mr. Vinit Kedia Mr. Arvind Jalan Shareholding of Key Managerial Personnel 1 Mr. Aditya Kedia 124, % % 132, % 2 Mr. Madhu Bangera *Transmitted to Mr. Aditya Kedia from Mr. Dinesh Kumar Kedia on 11May 2014 V) INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment. Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year * Addition Secured Loans excluding deposits Unsecured Loans Deposits ,49, ,49, ,26, Total Indebtedness Page 18 of 44

21 * Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) ,00, (3,74,000) ,75, ,75, VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Wholetime Directors and/or Manager: SN. Particulars of Remuneration Name of WTD Total Amount 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Incometax Act, 1961 (b) Value of perquisites u/s 17(2) Incometax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 Mrs. Radhika Kedia 2 Stock Option NIL NIL 3 Sweat Equity NIL NIL 4 Commission NIL NIL as % of profit others, specify 5 Others, please specify NIL NIL Total (A) NIL NIL Ceiling as per the Act NIL NIL B. Remuneration to other Directors: None of the Directors are provided with Remuneration SN. Particulars of Remuneration Mr. Aditya Kedia NIL NIL NIL Mr. Vinit Kedia NIL NIL NIL Name of Directors Mr. Arvind Jalan Mr. Siddharth Kolte 1 Independent Directors NIL NIL NIL NIL NIL Fee for attending board NIL NIL NIL NIL NIL committee meetings Commission NIL NIL NIL NIL NIL Page 19 of 44 Total Amount

22 Others, please specify NIL NIL NIL NIL NIL Total (1) NIL NIL NIL NIL NIL 2 Other NonExecutive Directors Fee for attending board committee meetings NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL Commission NIL NIL NIL NIL NIL Others, please specify NIL NIL NIL NIL NIL Total (2) NIL NIL NIL NIL NIL Total (B)=(1+2) NIL NIL NIL NIL NIL Total Managerial Remuneration Overall Ceiling as per the Act NIL NIL NIL NIL NIL C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD SN Particulars of Remuneration Key Managerial Personnel Mr. Madhu Bangera CFO 1 Gross salary NIL NIL (a) Salary as per provisions contained in section 17(1) of the Incometax Act, 1961 (b) Value of perquisites u/s 17(2) Incometax Act, 1961 (c) Profits in lieu of salary under section 17(3) Incometax Act, Stock Option NIL NIL 3 Sweat Equity NIL NIL 4 Commission NIL NIL as % of profit NIL NIL others, specify NIL NIL 5 Others, please specify NIL NIL Total NIL NIL NIL NIL NIL Total NIL NIL NIL Page 20 of 44

23 VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed A. COMPANY Authority [RD / NCLT/ COURT] Penalty Punishment Compounding B. DIRECTORS Section 159 & Section 220 Compounding for delay in submission of Annual Return for the year 2004 to 2012 and Annual Report for the year 2004 to 2011 Rs. 1 Lacs of fee for each, i.e. Annual Return and Annual Report totalling to Rs. 2 Lacs Company Law Board Penalty Punishment Compounding Section 159 & Section 220 C. OTHER OFFICERS IN DEFAULT Compounding for delay in submission of Annual Return for the year 2004 to 2012 and Annual Report for the year 2004 to 2011 Rs. 1 Lacs of fee for each, i.e. Annual Return and Annual Report totalling to Rs. 2 Lacs for each director. Company Law Board Penalty Punishment Compounding Appeal made, if any (give Details) No No Page 21 of 44

24 Annexure 2 SECRETARIAL AUDIT REPORT For the Financial Year Ended 31 st March 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members, Prestige Stock and Bonds Limited C202, Waterford Building, Juhu Lane, Above Navnit Motors, Andheri (West) Mumbai I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Prestige Stock and Bonds Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Company s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31 st March 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 st March 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules made there under; Page 22 of 44

25 (iii) The Depositories Act, 1996 and the Regulations and Byelaws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (vi) The Company has stated that they are in compliance to the Acts, Law and Regulations as specifically applicable to the Company. In relation to these laws we have relied on the representation made by the Company and its Officers. I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not notified hence not applicable during the audit period). (ii) The Listing Agreements entered into by the Company with the Calcutta Stock Exchange Limited. Page 23 of 44

26 During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations: 1. The Company has belatedly filed most of the eform required to be filed under Act; 2. The attendance sheet for the most of Board Meeting, Audit committee and Nomination and Remuneration Committee has not been signed by all directors; 3. The Company has appointed Key Managerial Personnel, i.e. Whole Time Director and Chief Financial Officer w.e.f. 30 th March 2015 but are still to appoint Company Secretary as required under Section 203 of the Act; 4. The Company has formed Audit Committee and Nomination and Remuneration Committee on 30 th September 2015 as required under Section 177 and 178 of the Act; 5. During the year Company has compounded violation under Section 621A of Companies Act, 1956 for delay in submission of annual return under Section 159 of Companies Act, 1956 for the year 2004 to 2012 and delay in submission of balance sheet and annual report for the year 2004 to 2011; 6. The Securities of the Company was suspended from trading at the exchange during the year; 7. The Company has not published the notice of Board Meeting and quarterly/ annual result in the newspapers as required under Clause 41 of the listing agreement for three quarters; 8. The Company has not intimated stock exchange regarding closure of trading window under SEBI (PIT) Regulations, 1992; 9. The Company has delayed filing of annual disclosure under SEBI (SAST) Regulations, 2011 and SEBI (Prevention of Insider Trading) Regulation, 1992; 10. The Company has delayed filing of statutory compliances under listing agreement as required under Clause 35, Clause 41 and Clause 47C and Certificate for reconciliation of share capital; 11. The Company has belatedly intimated date of book closure to Stock Exchange; 12. The Company has not intimated the appointment of two independent directors and whole time director to the stock exchanges as required under listing agreement; 13. Board of the Company has not conducted formal evaluation of its own Performance, its Directors, and that of its Committees; Page 24 of 44

27 14. The official website of the Company does not contain all details as required under listing agreements; I further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. We however have found in few cases that the above process has not been fully adopted for all directors in terms of service of notice and attendance more particularly referred in our observations provided above. All decisions of the Board and Committees were unanimous and the same was captured and recorded as part of the minutes and hence no dissent is recorded in minutes. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, however, there is scope to improve the same. SD/ Place: Banglore Bimlendu Kumar Date: 5 th September 2015 FCS No C P No Page 25 of 44

28 ANNEXURE 3 Statement of particulars as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year : S. No. Name of the Director Ratio of the remuneration to the median remuneration of the employees 1. Mrs. Radhika Kedia (Whole Time Director) NIL 2. Mr. Aditya Kedia (Non Executive Director) NIL 3. Mr. Siddharth Kolte (Independent Director) NIL 4. Mr. Arvind Jalan (Independent Director) NIL 5 Mr. Vinit Kedia (Non Executive Director) NIL (ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: S. No. Name of the Director Ratio of the remuneration 1. Mrs. Radhika Kedia (Whole Time Director) NIL 2. Mr. Aditya Kedia (Non Executive Director) NIL 3. Mr. Siddharth Kolte (Independent Director) NIL 4. Mr. Arvind Jalan (Independent Director) NIL 5. Mr. Vinit Kedia (Non Executive Director) NIL 6. Mr. Madhu Bangera, (Chief Financial Officer) NIL (iii) The percentage increase in the median remuneration of employees in the financial year : NIL (iv) The number of permanent employees on the rolls of company: There are 2 permanent employees on the rolls of the Company. (v) The explanation on the relationship between average increase in remuneration and company performance: No increase in remuneration. (vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: Page 26 of 44

29 S.No. Name Remuneration of Remuneration as % Key Managerial of PAT Personnel 1 Mrs. Radhika Kedia (Whole Time Director) NIL NIL 2 Mr. Madhu Bangera, (Chief NIL NIL Financial Officer) TOTAL NIL NIL (vii) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer. The Securities of the Company are not traded and hence no details and comparison can be provided. (viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NIL (ix) The Key Parameters for any variable component of remuneration availed by the directors: No remuneration provided to directors. (x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: No Employee received remuneration in excess of the highest paid director during the year. (xi) The Remuneration paid to Key Managerial Personnel is as per the Remuneration policy of the Company. Page 27 of 44

30 INDEPENDENT AUDITOR S REPORT TO THE MEMBERS OF PRESTIGE STOCKS AND BONDS LIMITED Report on the Financial Statements We have audited the accompanying financial statements of PRESTIGE STOCKS AND BONDS LIMITED which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Company s Board of Directors and Management is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ( The Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial positions and financial performance of the company, in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules, The responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent and the design, implementation and maintenance of internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements, that gives a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act and the Rules made there under including accounting standards and the matters which are required to be included in the audit report. We have conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Page 28 of 44

31 Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of the affairs of the Company as at March 31, 2015, and its Profit for the year as on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2015 issued by the Central Government of India in terms of sub section (11) of section 143 of the act (hereinafter referred to as the Order ), and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. As required by section 143(3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c) The Balance Sheet and Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) In our opinion, the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanation given to us: i. The Company does not have any long term contracts including derivate contracts for which there were any material foreseeable losses. ii. There were no amount which were required to the transferred to the Investor Education and Protection fund by the company. For Deven Doshi and Co Chartered Accountants Place: Mumbai Date: 25 th May, 2015 Sd/ Deven M. Doshi Proprietor M. No F.R.N W Page 29 of 44

32 Annexure to the Independent Auditors Report of even date to the members of M/s. Prestige Stocks and Bonds Limited, on the financial statements for the year ended March 31, Referred to in Paragraph 1 of the Independent Auditors Report under Reports on Other Legal and Regulatory Requirements, of our report even dated: i) a) Since The Company does not own any fixed assets, we offer no comment in respect thereof. ii) iii) a) b) c) iv) The Company does not hold any physical inventories either at the beginning, during or close of the year. As such, Paragraph 3(ii) of the order is not applicable. The Company has not granted loans to persons covered in the register maintained under Section 189 of the Act. Accordingly, Paragraph 3(iii) (b) of the order is not applicable to the Company. There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under Section 189 of the Act. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and for the sale of goods. v) The Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Act and the rules framed there under to the extent notified. vi) The company is not required to maintain the cost records as has been specified under subsection (1) of Section 148 of the Act, and as such, we offer no comment on the same. vii) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the statutory dues, including income tax, sales tax, service tax and other material statutory dues, as applicable, with the appropriate authorities. b) According to the information and explanations given to us and the records of the Company examined by us, there is no pending statutory dues payable by the Company. c) There is no amount that is required to be transferred to Investor Education and Protection Fund and as such, the question of reporting delay in transferring such sums does not arise. viii) The accumulated losses of the company are more than fifty percent of its net worth. However, the Company has not incurred cash losses during the financial year covered by audit. Page 30 of 44

33 ix) According to the records of the Company examined by us and the information and explanation given to us, the Company has not borrowed any funds from financial institutions. x) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions. xi) xii) In our opinion, and according to the information and explanations given to us, the Company did not avail any Term Loan from Bank or Financial Institutions during the year. Based upon the audit procedure performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanation provided to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit. For Deven Doshi and Co Chartered Accountants Place: Mumbai Date: 25 th May, 2015 Sd/ Deven M. Doshi Proprietor M. No F.R.N W Page 31 of 44

34 PRESTIGE STOCKS AND BONDS LIMITED C202, Waterford Building, Above Navnit Motors, Juhu Lane, Andheri West, Mumbai CIN No. : L67120MH1981PLC Balance Sheet as at March 31, 2015 Particulars Note As at March 31, No (`) 2014 (`) I EQUITY AND LIABILITIES 1 Shareholder's funds (a) Share capital 2 24,75,000 24,75,000 (b) Reserves and surplus 3 (33,57,856) (37,00,276) 2 Current liabilities (a) Shortterm borrowings 4 7,75,454 11,49,454 (b) Other current liabilities 5 56,245 1,50,636 (c) Shortterm provisions 6 82,000 1,500 Total 30,843 76,314 II ASSETS 2 Current assets (a) Cash and cash equivalents 7 30,843 76,314 Total 30,843 76,314 Significant accounting policies 1 Explanatory Information and Other Additional N 11 The accompanying notes are an integral part of the financial statements. As per our report of even date attached. For Deven Doshi and Co. Chartered Accountants. For and on behalf of Board Sd/ Sd/ Sd/ Deven Doshi Aditya Kedia Radhika Kedia Proprietor Director Whole Time Director Membership No Firm Regd. No W Place : Mumbai Date : 25th May, 2015 Sd/ Madhu Bangera CFO Page 32 of 44

35 PRESTIGE STOCKS AND BONDS LIMITED C202, Waterford Building, Above Navnit Motors, Juhu Lane, Andheri West, Mumbai CIN No. : L67120MH1981PLC Statement of Profit & Loss for the year ended March 31, 2015 Particulars Note Year ended March 31, No (`) 2014 (`) I Revenue from operations 8 7,80,000 5,05,000 II Other income III Total revenue 7,80,000 5,05,100 IV Expenses: Other expenses 10 2,77,600 3,37,008 V Total expenses 2,77,600 3,37,008 VI Profit before tax 5,02,400 1,68,092 VII Tax expense: Current tax 1,60,000 52,000 Income tax adjustment of earlier years (20) 5,152 VIII Profit for the period 3,42,420 1,10,940 IX Basic earnings per equity share of `10 each Significant accounting policies 1 Explanatory Information and Other Additional 11 The accompanying notes are an integral part of the financial statements. As per our report of even date attached. For Deven Doshi and Co. Chartered Accountants. For and on behalf of Board Sd/ Sd/ Sd/ Deven Doshi Aditya Kedia Radhika Kedia Proprietor Director Whole Time Director Membership No Firm Regd. No W Place : Mumbai Date : 25th May, 2015 Sd/ Madhu Bangera CFO Page 33 of 44

36 Cash Flow Statement for the year ended 31st March, 2015 March 31, Particulars 2015 (`) 2014 (`) Net profit before taxation, and extraordinary item 5,02,400 1,68,092 Adjustments for: Sundry balance w/off Operating profit before working capital Changes 5,02,400 1,68,092 (Increase)/Decrease in Loans and Advances 64,000 Increase/(Decrease) in Current Liabilities & Provisions (94,391) 11,236 Cash generated from operations 4,08,009 2,43,328 Income Taxes Paid (79,480) (1,05,652) Cash flow before extraordinary item 3,28,529 1,37,676 Extraordinary Item Net cash from operating activities 3,28,529 1,37,676 Cash flows from investing activities Net cash from investing activities Cash flows from financing activities Net Proceeds from ShortTerm Borrowings (3,74,000) (1,26,860) Net cash from financing activities (3,74,000) (1,26,860) Net increase in cash and cash equivalents (45,471) 10,816 Cash and Cash Equivalents at the beginning of period 76,314 65,498 Cash and Cash Equivalents at the end of period 30,843 76,314 Composition of Cash & Cash Equivalent at the end of the year Cash & Bank Balances as per BS 30,843 76,314 30,843 76,314 Significant accounting policies 1 Explanatory Information and Other Additional Notes 11 The accompanying notes are an integral part of the financial statements. As per our report of even date attached. For Deven Doshi and Co. Chartered Accountants. PRESTIGE STOCKS AND BONDS LIMITED C202, Waterford Building, Above Navnit Motors, Juhu Lane, Andheri West, Mumbai CIN No. : L67120MH1981PLC For and on behalf of Board Sd/ Sd/ Sd/ Deven Doshi Aditya Kedia Radhika Kedia Proprietor Director Whole Time Director Membership No Firm Regd. No W Sd/ Place : Mumbai Madhu Bangera Date : 25th May, 2015 CFO Page 34 of 44

37 PRESTIGE STOCKS AND BONDS LIMITED CIN No. : L67120MH1981PLC Notes to Financial Statements for the year ended March 31, 2015 NOTE 1: SIGNIFICANT ACCOUNTING POLICIES a. Basis of Accounting: The accounts have been prepared on the accrual basis of accounting, under the historical cost convention, in accordance with the Companies Act, 2013 and the applicable accounting standards. All assets and liabilities have been classified as Current or Non Current as per criteria set out in the Schedule III to the Companies Act, b. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect, the reported amount of assets and liabilities on the date of the financial statement and a reported amount of revenues and expenses during the reporting period. Difference between the actual expenses and estimates are recognized in the period in which the results are known / materialized. c. Revenue Recognition: The Company provides the services of brokerage and commisssion agents. As and when the right to receive is established, the Company accounts for the revenue. d. Government Grants: Government grants and subsidies and interest thereon are recognized when there is reasonable certainty that the grant / subsidy will be received and all conditions attached thereto will be complied with. Government grants and subsidies receivable against an expense are deducted from such expense. If the subsidy / grant are not related to a specific expenditure, it is taken as income. Grant / subsidy receivable against a specific fixed asset, if any, is deducted from cost of the relevant fixed asset. e. Fixed Assets and Depreciation: i. Tangible fixed assets, if any, are stated at cost of acquisition / fair value including expenditure incurred during construction/erection less accumulated depreciation. The cost of an asset comprises its purchase price and any directly attributed cost of bringing the asset to working condition for its intended use. In respect of qualifying assets, related preoperational expenses, including borrowing cost are also capitalised. ii. Intangible assets if any, are stated at acquisition cost, net of accumulated amortisation and provision for impairment, if any. iii. Depreciation is provided on the revised useful life of assets and in the manner specified in Schedule II of the Companies Act, 2013: On Written down value basis in respect of all assets. Assets individually costing Rs. 5,000 or less are depreciated fully in the year of purchase. f. Impairment: The carrying amount of fixed assets if any, are reviewed at each balance sheet date to determine if there is any indication of impairment based on external/internal factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount which represents the greater of the net selling price and Value in use of the assets. g. Investments: Investments that are readily realisable, and are intended to be held for not more than one year from the date, on which such investments are made, are classified as current investments. All other investments are classified as longterm investments. Current investments are carried at lower of cost or fair value. Longterm investments are carried at cost. Page 35 of 44

38 PRESTIGE STOCKS AND BONDS LIMITED CIN No. : L67120MH1981PLC Notes to Financial Statements for the year ended March 31, 2015 h. Inventory: i. Inventory is valued at cost or realizable value whichever is lower. i. Foreign Currency Transactions: Initial Recognition: Transactions denominated in foreign currency are recorded at the exchange rate prevailing on the date of transactions. As per information and explanation provided to us, the company has not made any foreign payments during the year. j. Borrowing Costs: Borrowing costs that are directly attributate to the aquisition construction of qualifying assets or for long term project development are capitalized as part of their costs. Borrowing coasts are considered as part of the asset cost when the activities that are necessary to prepare the assets for their intended use are in progress k. Income Taxes: Tax expense comprises both current and deferred taxes. Current Tax is provided on the taxable income using the applicable tax rates and tax laws. Deferred tax assets and liabilities arising on account of timing difference and which are capable of reversal in subsequent periods are recognized using the tax rates and tax laws that have been enacted or substantively enacted. Deferred tax assets pertaining to unabsorbed business loss & depreciation is recognized only to the extent of virtual certainty of it realisation. Minimum Alternative Tax credit is recognized, as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period. l. Segment Reporting: i. Segment Revenue & Results: The Company has not transacted any business during the year and as such no segment wise revenue and results are disclosed. ii. Segment Assets & Liabilities: All the assets and the liabilities are used by / for the single segment and as such, no separate disclosure regarding segment assets and liabilities have been made by the company. m. Provision & Contingent Liabilities: The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosures is made. Contingent Assets are neither recognized nor disclosed in the financial statements. Page 36 of 44

39 Note No PRESTIGE STOCKS AND BONDS LIMITED CIN No. : L67120MH1981PLC Notes to Financial Statements for the year ended March 31, 2015 As at March 31, Particulars 2015 (`) 2014 (`) 2 Share capital (a) Authorized capital i Equity shares of `10/each 25,00,000 25,00,000 25,00,000 25,00,000 (b) Issued, subscribed & paid up capital i Equity shares of `10/each 24,75,000 24,75,000 Total 24,75,000 24,75,000 (c) Terms & rights attached to shares i Equity shares The company has one class of equity shares having a par value of ` 10 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. (d) Reconciliation of No. of shares outstanding in the beginning & at the end of the year Particulars No.of Shares Amount Equity shares Shares outstanding at the beginning of the year 2,47,500 24,75,000 (2,47,500) (24,75,000) Shares issued during the year Shares outstanding at the end of the year 2,47,500 24,75,000 (2,47,500) (24,75,000) (Figures in the brackets indicate those of the previous year) (e) Details of shareholders holding more than 5% of the aggregate Share Capital Name of shareholders No of shares % shareholding Equity shares Aditya D. Kedia 1,32, (1,24,500) (50.30) Jitmal Toshniwal 25, (25,000) (10.10) Fairluck Comm C. Ltd. 22, (22,700) (9.17) (Figures in the brackets indicate those of the previous year) 3 Reserve & surplus (a) Surplus in statement of profit & loss Opening balance (37,00,276) (38,11,216) Add: profit for the year 3,42,420 1,10,940 Closing balance (33,57,856) (37,00,276) 4 Short term borrowings (a) Loan repayable on demand Unsecured loans from related parties 7,75,454 11,49,454 Total 7,75,454 11,49,454 Page 37 of 44

40 Note No PRESTIGE STOCKS AND BONDS LIMITED CIN No. : L67120MH1981PLC Notes to Financial Statements for the year ended March 31, 2015 As at March 31, Particulars 2015 (`) 2014 (`) 5 Other current liabilities (a) Outstanding expenses 56,245 1,50,636 Total 56,245 1,50,636 6 Short term provisions (a) Current Income taxes (net of tax paid) 82,000 1,500 Total 82,000 1,500 7 Cash & bank balances (a) Cash and cash equivalents i Balances with banks in current accounts 15,166 55,137 ii Cash on hand 15,677 21,177 Total 30,843 76,314 8 Revenue from operations (a) Commission and brokerage 7,80,000 5,05,000 Total 7,80,000 5,05,000 9 Other income (a) Other sundry receipts 100 Total Other expenses (a) Audit fees 11,400 11,236 (b) Professional fees 21,854 80,618 (c) Roc filing fees ,000 (d) Other Expenses 2,00,000 (e) Listing Expenses 2,29,154 (f) Membership fees 11,979 (g) Travelling expenses 31,867 Total 2,77,600 3,37,008 Page 38 of 44

41 PRESTIGE STOCKS AND BONDS LIMITED CIN No. : L67120MH1981PLC Notes to Financial Statements for the year ended March 31, 2015 Note No. 11 Previous Year s figures have been regrouped, recast and rearranged, wherever necessary, to make them comparable with current year s figures. As per information available with the company, it does not have any dues in excess of ` 1,00,000/ payable to SSI unit which is outstanding in excess of 30 days. The company has not received any intimation from its suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, required under the said Act have not been made. In the opinion of the board, the current assets, loans and advance appearing in the company s books have a value on realization in the ordinary course of business at least equal to the amounts stated therein. The provision for all known liabilities is adequate and not in excess of the amounts considered reasonable and necessary. The balance in respect of current liabilities, sundry debtors, loans and advances are subject to confirmation and reconciliation. The effect, if any, of the same which are likely to be material will be adjusted at the time of confirmation / reconciliation. As perceived by the management the company predominantly operates under the single segment of commission agent and as such there are no separate primary or secondary segment to be reported as per AS17. Related Party Disclosure as required by AS 18 A a. List of Key Management Personnel (KMP) & Major Shareholders B Mr. Aditya D. Kedia Mrs. Radhika Aditya Kedia Mr. Arvind Jalan Mr. Vinit J. Kedia Mr. Jitmal Toshnimal Mr. Madhu Bangera M/s. Fairluck Commercial Company Limited Transactions with Related Parties are as follows: Nature of Transactions Op Bal of Loan taken With (a) With (a) 11,49,454 81,579 Loans Received during the year Loan paid during the year Cl Bal of Loan given Maximum Bal of Loan given 3,26,000 10,67,875 7,00,000 7,75,454 11,49,454 13,99,454 11,49,454 1) Notes: The list of related parties above has been limited to entities with which transactions have taken place during the year. Page 39 of 44 2) Related party transactions have been disclosed till the time the relationship existed.

42 PRESTIGE STOCKS AND BONDS LIMITED CIN No. : L67120MH1981PLC Notes to Financial Statements for the year ended March 31, 2015 Note No. 11 Earnings Per Share : Net Profit available to Equity Shareholders (Numerator used for calculation of EPS) Weighted average number of Equity Shares (Denominator used for calculation of EPS) Basic & Diluted Earnings Per Share Nominal Value of Shares ,42,420 1,10,940 2,47,500 2,47, Computation of Weighted Average Number of Equity Share Outstandings: Allotment Date No. of Shares Alloted Outsta nding Period (Days ) Weighted Average Opening 2,47, ,47,500 31Mar15 Total 2,47,500 2,47,500 No disclosure is required under AS24 on "Discontinuing Operations" as the company has not discontinued any line of its activity/product line during the year. Signatues to Notes 1 to 11 which form an Intefgral Part of these Financial Statements For Deven Doshi and Co. Chartered Accountants. For and on behalf of Board Sd/ Sd/ Sd/ Deven Doshi Aditya Kedia Radhika Kedia Proprietor Director Whole Time Director Membership No Firm Regd. No W Sd/ Place : Mumbai Date : 25th May, 2015 Madhu Bangera CFO Page 40 of 44

43 Prestige Stock and Bonds Limited Registered Office C202, Waterford Building, Juhu Lane, Above Navnit Motors, Andheri (West) Mumbai Tel: , Fax: , Corporate Identity Number (CIN) : L67120MH1981PLC ATTENDANCE SLIP (To be presented at the entrance of the Meeting venue) Annual General Meeting dated 30 th September 2015 Folio No. : DP ID No. : Client ID No. : Name of the Shareholder : Name of the Proxy : I hereby register my presence at the Annual General Meeting held on Wednesday, 30 th September 2015 at 5.00 P.M. at Registered Office of the Company at C202, Waterford Building, Juhu Lane, Above Navnit Motors, Andheri (West) Mumbai Name of the Member/Proxy Signature of the Member/Proxy Page 41 of 44

44 Prestige Stock and Bonds Limited Registered Office C202, Waterford Building, Juhu Lane, Above Navnit Motors, Andheri (West) Mumbai Tel: , Fax: , Corporate Identity Number (CIN) : L67120MH1981PLC Form No. MGT11 Proxy Form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] Annual General Meeting dated 30 th September 2015 Name of the member(s) : Id : Registered Address : Folio No./Client Id : DP ID No. : I/We, being the member (s) of shares of the above named company, hereby appoint 1. Name : Id : Address : Signature : 2. Name : Id : Address : Signature : 3. Name : Id : Address : Signature : or failing him or failing him As my/our proxy to attend and vote (on a poll) for me/us and on my/ou r behalf at the Annual General Meeting to be held on Wednesday, 30 th September 2015 at 5.00 P.M. at Registered Office of the Company at C202, Waterford Building, Juhu Lane, Above Navnit Page 42 of 44

45 Prestige Stock and Bonds Limited Registered Office C202, Waterford Building, Juhu Lane, Above Navnit Motors, Andheri (West) Mumbai Tel: , Fax: , Corporate Identity Number (CIN) : L67120MH1981PLC Motors, Andheri (West) Mumbai and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No. Resolution Ordinary Business 1 To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2015 and the reports of the Board of Directors and Auditors thereon 2 To appoint a Director in place of Mr. Aditya Kedia (DIN: ), who retires by rotation, and being eligible, offers himself for reappointment 3 Reappointment of Messrs Deven Doshi & Co., Chartered Accountants, Mumbai (Firm Registration Number W) as Auditors of the Company Special Business 4 Appointment of Mrs. Radhika Kedia (DIN: ) as Whole Time Director for a period of Five Years Signed this... day of Folio No. : DP ID No. : Client ID No. : Affix Re. 1 revenue stamp Name of the Member/Proxy Signature of the Member/Proxy Note: The form of proxy in order to be effective should be duly stamped, complied, signed and deposited at the Registered Office of the Company, not less than 48 Hours before the commencement of the meeting. Page 43 of 44

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