SHRIRAM AUTOMALL (INDIA) LIMITED FIRST ANNUAL REPORT 2009-2010 BOARD OF DIRECTORS Mr. Raymond Rebello Mr. C.V.T Chari Ms. Reena Mehra Chairman Director Director AUDITORS M/s G. D. Apte & Co. Chartered Accountants REGISTERED OFFICE 123, Angappa Naicken Street, Chennai-600 001.
SHRIRAM AUTOMALL (INDIA) LIMITED 123, Angappa Naicken Street, Chennai-600 001. NOTICE Notice is hereby given that the First Annual General Meeting of the Members of Shriram Automall (India) Limited will be held on Friday, June 11, 2010 at 4.00 p.m. at the Registered Office of the Company at 123, Angappa Naicken Street, Chennai-600 001 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance sheet of the Company as at March 31, 2010 and the Profit and Loss Account for the period ended on that date, together with the Reports of Directors and the Auditors thereon. 2. To appoint M/s G. D. Apte & Co., Chartered Accountants, Pune, as Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. SPECIAL BUSINESS 3. To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Raymond Rebello, Director, who was appointed as the First Director of the Company by the Articles of Association of the Company, be and is hereby re-appointed as a Director of the Company liable to retire by rotation. 4. To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. C.V.T Chari, Director, who was appointed as the First Director of the Company by the Articles of Association of the Company, be and is hereby re-appointed as a Director of the Company liable to retire by rotation.
5. To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Ms. Reena Mehra, Director, who was appointed as the First Director of the Company by the Articles of Association of the Company, be and is hereby re-appointed as a Director of the Company liable to retire by rotation. By Order of the Board of Directors Date: April 23, 2010 Place: Mumbai Mr. Raymond Rebello Chairman Registered Office: 123, Angappa Naicken Street, Chennai-600 001. NOTES: A) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER, THE PROXIES IN ORDER TO BE VALID MUST BE DULY COMPLETED STAMPED AND SIGNED AND MUST REACH THE COMPANY S REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. B) Members are requested to: 1) Intimate to the Company immediately, of any change in their address. 2) Members are requested to send all share transfer lodgments (Physical mode) / correspondence to the Company at its registered office. 3) Write to the Company at least 7 days before the date of meeting, in case they desire any information as regards the Audited Accounts for the period ended 31 st March 2010, so as to enable the Company to keep the information ready. 4) Quote Registered Folio Numbers in all the correspondence.
ANNEXURE TO NOTICE Explanatory Statement under Section 173 (2) of the Companies Act, 1956 ITEM NO. 3 Mr. Raymond Rebello was appointed as the First Director by the Articles of Association of the Company. In accordance with Section 255 of the Companies Act, 1956, Mr. Raymond Rebello will retire at the Annual General Meeting and is eligible for re-appointment. The Company has received requisite notice from a member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Rebello to the office of the Director. Mr. Rebello is a post graduate in Business Management (MBA in Personnel Management). He is a HR professional with 20 years of experience in HR & Administration. He joined Shriram Group in 1994 and worked in various capacities and currently heading HR and administration department of Shriram Transport Finance Company. Prior to Shriram, he had worked in various industries such as chemical, foods & financial services. None of the Directors, except Mr. Rebello is interested or concerned in the proposed resolution. The Board of Directors commend passing of the resolution set out in Item No. 3 of the accompanying Notice. ITEM NO. 4 Mr. C.V.T Chari was appointed as the First Director by the Articles of Association of the Company. In accordance with Section 255 of the Companies Act, 1956, Mr. C.V.T Chari will retire at the Annual General Meeting and is eligible for reappointment. The Company has received requisite notice from a member under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Chari to the office of the Director. Mr. C.V.T. Chari holds a bachelor s degree in Science from Madras University in Mathematics with high distinction. He worked with various service industries like Transport Logistics for TVS Group in Managerial Cadre. He has worked with a Leading Transport Organisation heading the IT Department. He has also worked with Courier Service Organisation as Head
of Information Technology (IT) Department with control over 500 Branches across the country. He has an over all experience of 30 years and is currently working with Shriram Group in IT Department taking care of IT Infrastructure all over India. None of the Directors, except Mr. Chari is interested or concerned in the proposed resolution. The Board of Directors commend passing of the resolution set out in Item No. 4 of the accompanying Notice. ITEM NO. 5 Ms. Reena Mehra was appointed as the First Director by the Articles of Association of the Company. In accordance with Section 255 of the Companies Act, 1956, Ms. Reena Mehra will retire at the Annual General Meeting and is eligible for re-appointment. The Company has received requisite notice from a member under Section 257 of the Companies Act, 1956 proposing the candidature of Ms. Reena to the office of the Director. Ms. Reena Mehra holds a bachelor s degree in Commerce from Guru Nanak Dev University, Amritsar and is an Associate member of the Institute of Company Secretaries of India. She was associated with a Practicing Company Secretaries firm for 4 years. She has an overall experience of 7 years in handling secretarial functions of which over 3 years with Shriram Group. None of the Directors, except Ms. Reena is interested or concerned in the proposed resolution. The Board of Directors commend passing of the resolution set out in Item No. 5 of the accompanying Notice. By Order of the Board of Directors Date: April 23, 2010 Place: Mumbai Mr. Raymond Rebello Chairman Registered Office: 123, Angappa Naicken Street, Chennai-600 001.
SHRIRAM AUTOMALL (INDIA) LIMITED DIRECTORS' REPORT To The Members SHRIRAM AUTOMALL (INDIA) LIMITED Your Directors have pleasure in presenting their First Annual Report together with the Audited Statements of Accounts for the period ended March 31, 2010. FINANCIAL HIGHLIGHTS: (Amt. in Rs.) Particulars 2009-2010 Profit / (Loss) Before Depreciation and Taxation (54,884) Less: Depreciation - Profit (Loss) Before Tax (54,884) Less: Provision for Taxation - Profit (Loss) After Tax (54,884) Add: Balance brought forward from previous year - Balance carried to Balance Sheet (54,884) DIVIDEND: As Your Company has not commenced its business and has not earned any distributable income, Your Directors regret their inability to recommend any dividend. OPERATIONS: The Operations of the Company are yet to commence. The Company has made a net loss of Rs. 54,884 for the period ended on 31 st March, 2010. Your Company intends to develop pre-owned commercial vehicle hubs across India called Automalls designed to provide a trading platform for the sale of preowned commercial vehicles, showrooms for branded new and refurbished preowned commercial vehicles, as well as commercial vehicles repossessed by financing companies. Your Company intends to provide electronic advertising and
trading infrastructure in these Automalls, and to utilize this platform for marketing of various financial products. Through these Automalls, it is intended to set up a one-stop shop catering to the various needs of commercial vehicle owners, including through the provision of workshop facilities and to provide electronic advertising and trading infrastructure in these Automalls, such as touch-screen kiosks, through which customers will be able to access real-time information on pre-owned vehicles available for sale. CAPITAL STRUCTURE: Your Company has an authorized, issued, subscribed and paid-up capital of Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each fully paid-up. DIRECTORS: Mr. C.V.T Chari, Mr. Raymond Rebello and Ms. Reena Mehra having been appointed as the First Directors shall retire at the First Annual General Meeting and being eligible, they offer themselves for reappointment. AUDITORS: M/s G. D. Apte & Co., Chartered Accountants, Pune, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s G. D. Apte & Co., Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956. The Board recommends their reappointment. PERSONNEL: There were no employees during the period under report drawing remuneration which falls within the purview of the provisions of section 217(2A) of the Companies Act 1956. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Pursuant to the requirement under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:
a. The Company has no activity involving conservation of energy or technology absorption. b. The Company does not have any Foreign Exchange Earnings. c. Outgo under Foreign Exchange NIL DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief: a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) That such accounting policies as mentioned in Schedule 5.1 of the Accounts have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the period ended on that date; c) That proper and sufficient care has been taken 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) The Annual Accounts have been prepared on a going concern basis. ACKNOWLEDGEMENT: The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its Bankers, Members and various Government agencies. For and on behalf of Board, For SHRIRAM AUTOMALL (INDIA) LIMITED Date: April 23, 2010 Place: Mumbai Mr. Raymond Rebello Chairman