CASH FLOW STATEMENT FOR THE PERRIOD ENDED ON 31ST MARCH, 2012 FOR THE YEAR FOR THE YEAR Particulars ENDED ENDED 31.03.2012 31.03.2011 (A) Cash Flow from Operating Activities Net Profit before Tax & Extraordinary Items 64,905 67,412 Adjustments for : Depreciation & Amortisation - - Financial Charges - - Dividend Charges - - Profit on sale of Fixed Assets - - Prior year Adjustments - - Share issue Expenses - - Operating Profit before Working 64,905 67,412 Adjustments for : Trade Receivables - - Other Receivables (60,215) (46,823) Inventories - - Trade Payables (199,835) 200,000 Cash Generated from operations (195,145) 220,589 Interest Paid - - Direct Tax Paid (22,874) (51,584) Cash flow before Extraordinary Items (218,019) 169,005 Extraordinary items : Dividend - - Net Cash from operating Activities (218,019) 169,005 ( B) Cash Flow from Investing Activities Purchase of Fixed Assets - - Sale of Fixed Assets - - Dividend Received - - Sale of Investments - - Net Cash realised\(used) in investing activities - - ( C) Cash Flow from Financing Activities Proceeds from Issue of Share Capital - - Proceeds from Long Term Borrowings - - Repayment of long term Borrowings - - Share Issue Expenses - - Net cash used in Financing Activities - - Net increase/(decrease) in cash & cash Equivalents (A+B+C) (218,019) 169,005 Cash & Cash Equivalents as at 1st April (Opening) 278,645 109,640 BOARD OF DIRECTORS Mehul Parmar Director Ashok Kumar Pandey Director Herin Sonawala Director Neeraj Sharma Director Pratibha Sharma Director BANKERS Corporation Bank AUDITORS H.S. HATHI & CO. Cash & Cash Equivalents as at 31st March (Closing) 60,626 278,645 F or and on be half of the Boar d REGISTERED OFFICE 20-B, Khatau Building, Alkesh Dinesh Modi Marg, Fort, Mumbai 400 023. Membership No. 37109 DIRECTORS Members are requested to bring their copy of the Annual Report with them to the Annual Genreal Meeting. Dated : 30th May, 2012 16 1
DIRECTOR S REPORT To the Members, SHYAMAL HOLDINGS & TRADING LIMITED Your Directors have pleasure in presenting the 30 th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31 st March, 2012. OPERATIONS & FINANCIAL RESULTS (Amount in Rs.) Year ended Year ended 31-03-2012 31-03-2011 Gross Total Income 357,108 349,224 PROFIT/(LOSS) BEFORE TAX 64,905 67,412 Provision for Tax 20,055 20,830 NET PROFIT/(LOSS) AFTER TAX 44,850 46,582 Earlier Tax 0 (38) Balance carried to Balance Sheet 44,850 46,544 DIVIDEND In view of current financial position, the director do not recommend any Dividend. DIRECTORS In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Ashok Pandey and Mr. Neeraj Sharma, Directors of the Company retire by rotation, at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends their re-appointment. DIRECTORS RESPONSIBILITY STATEMENT Pursuance to Section 217 (2AA) of the Companies Act, 1956, the directors hereby confirm : i) That in the preparation of the Annual Accounts for the year ended 31 st March, 2012, the applicable Accounting Standards had been followed along with proper explanation relating to material departures. i i) That 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 at the end of the financial year and of the profit of the company for the year under review; SIGINIFICANT ACCOUNTING POLICIES 1. Basis of preparation The financial statements are prepared under the historical cost convention in accordance with generally Accepted Accounting principles (GAAP), and the provisions of the Companies Act, 1956 as constantly adopted by the company. Accounting policies not specifically referred to otherwise are consistently followed and are in consonance with Generally Accepted Accounting Principles. 2. Inventories Inventories are valued at cost or net realizable value, whichever is less. 3. Retirement Benefits Retirment benefits payable to the employees are accounted for on cash basis as and when paid. 4. Revenue Recognition Sales are recognized at the time of dispatch of the goods. A. NOTES TO ACCOUNTS: Current Year 1. Contingent Liabilities not provided for Estimated amount of contracts remaining to be executed on Capital Accounts. (in Rs.) Previous Year For and on behalf of the Board Membership No. 37109 DIRECTORS Dated : 30th May, 2012 iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and 2 15
Note 14 Disclosures specified by the MSMED ACT Based on the information available with the Company, the balance due to micro and small enterprises as defined under the MSMED Act, 2006 is Rs. Nil (Previous year Rs. Nil) and interest paid or payable is Rs. Nil (Previous year Rs. Nil) under the terms of the MSMED Act, 2006. Note 15 Previous Year figures During the year ended 31st March, 2012 the Revised Schedule VI notified under The Companies Act, 1956 has become applicable to the Company for preparation and presentaion of its financial statement. The adoption of Revised Schedule VI does not impact recongination and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statement. The Company has also reclassified the previous year s figures in accordance with the requirements applicable in the current year. In view of this reclassification, certain figures of current year are not strictly comparable with those of the previous year. For and on behalf of the Board, iv) That the Directors have prepared the Annual Accounts for the year ended 31 st March, 2012 on a going concern basis. CORPORATE GOVERNANCE The Capital of the Company being Rs. 24.00 Lacs, Report on Corporate Governance in terms of Clause 49 is not applicable to the Company. FIXED DEPOSITS The company has not accepted any deposits from the Public during the year under review. AUDITORS M/s. H. S. Hathi & Co.,, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible have given their consent for reappointment. The Board recommends their re-appointment. The observations made by the Auditors are self-explanatory and have been dealt with in the notes forming part of the Accounts and hence need no further clarification. Membership No. 37109 Dated : 30th May, 2012 DIRECTORS PARTICULARS OF EMPLOYEES No employees of the company is covered under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies ( Particulars of Employees) Rules, 1988 as amended. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO In accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 the required information relating to conservation of energy, technology absorption is not required to be given as Company do not have any manufacturing activities. There is no foreign exchange earnings or outgo during the year. ACKNOWLEDGEMENT Your Directors take this opportunity to express their appreciation for the assistance and continued co-operation extended by all concerned. For and on behalf of the Board of Directors Date : 30th May, 2012 DIRECTORS 14 3
To The Members of SHYAMAL HOLDINGS & TRADING LIMITED AUDITORS REPORT TO THE SHAREHOLDERS 1. We have audited the attached Balance Sheet of SHYAMAL HOLDINGS & TRADING LIMITED as at 31 st March, 2012, Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company s Management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor s Report) Order, 2003, issued by the Central Government of India in terms of sub Section (4A) of section 227 of the Companies Act 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order. 4. Further to our comments referred to above, We state that: a) We have obtained all the information and explanations which to be best of our knowledge and beliefs were necessary for the purposes 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 the books. c) The Balance Sheet, Profit & Loss Account & Cash Flow dealt with by this report are in agreement with the books of accounts; d) In our opinion the Balance Sheet, Profit & Loss Account & Cash Flow comply with Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956. e) On the basis of the written representations received from the Directors as on 31 st March, 2012, and taken on record by the Directors, We report that none of the Directors is disqualified as on 31 st March, 2012 from being appointed as a Director in terms of Clause (g) of the sub-section (1) of section 274 of the Companies Act, 1956. f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. i) In case of the Balance Sheet of the state of affairs of the company as at 31st March, 2012, and ii) iii) PLACE: MUMBAI DATED: 30th May, 2012 In the case of Profit & Loss Account, of the Profit for the year ended on that date, and In the Cash Flow Statement, of the Cash Flows for the year ended on that date. For and on behalf of M/s. H. S. HATHI & Co. Firm Regn. No. 103596W ( ) Partner Membership No. 37109 Notes forming part of the financial statements Note 10 : Other expenses Rates and taxes 9,250 9,250 Telephone & Telex 2,540 8,722 Travelling and conveyance 10,167 10,877 Printing and Stationery 18,638 9,232 Selling Expenses 13,012 16,405 Postage,Telegram & Courier 4,282 3,810 payment to auditors 8,824 8,824 Miscellaneous expenses 35,414 31,150 ---- TOTAL 102,127 98,270 ---- 10.1 Payment to Auditors Current Year Previous Year Auditor s Remuneration 5,500 5,500 Tax Audit Fees 3,324 3,324 ------------- ----------- TOTAL 8,824 8,824 ====== ===== Note 11 : Contigent Liabilities not provided for Estimated amount of contracts remaining to be executed on Capital Accounts. - - Note 12 : Earning Per Share Basic & Diluted Earning Per Share (EPS) computed in accordance with Accounting Standard (AS) 20 *Earning per Share (Before and after extraordinary items) As at 31.03.2012 As at 31.03.2011 Particulars a) Profit for Basic & Diluted Earning Per Share as per Statement of Profit and Loss 44,850 46,544 b) Weighted average number of equity shares 240,000 240,000 c) Earning Per Share (Basic & Diluted) 0.19 0.19 d) Face Value per Share 10 10 Note 13 : Related Party Disclosures Related Party Disclosures as required by Accounting Standard (AS) 18 are given below : a) List of related parties where control exists and related parties with whom transactions have taken place and relationships Sr. No. Name of Related Party Relationship 1 Black Velvet Publishers Private Limited Holding Company 2 Neeraj Sharma Key Management Personnel b) Nature of transactions There is no transaction with related parties during the current year and preceeding year. 4 13
Note 5 : Cash and cash equivalents Notes forming part of the financial statements Particulars AS AT 31.03.2012 AS AT 31.03.2011 Cash on hand 5,138 7,704 Balances with banks (i) in current accounts 55,488 270,941 (ii) in fixed deposit accounts - - ---- TOTAL 60,626 278,645 ---- Note 6 : Short-term loans and advances Particulars AS AT 31.03.2012 AS AT 31.03.2011 Advances Recoverable in cash or kind or for value to to be received Secured, considered good - - Unsecured, considered good 3,281,190 3,220,975 Doubtful - - -- 3,281,190 3,220,975 Less : Provision for other doubtful loans and advances - - ------ TOTAL 3,281,190 3,220,975 ======== ======== Note 7: Other Current Assets Advance Payment of Tax (not of provision for taxation) 17,111 14,292 TOTAL 17,111 14,292 Note 8 : Revenue from operations Rs. Rs. Operating revenue 357,108 349,224 TOTAL 357,108 349,224 Note : changes in inventories of finshied goods, work-in-progress and stock-in-trade Inventories at the end of the year : Stock-in-trade 2,000 2,000 2,000 2,000 Inventories at the beginning of the year : Stock-in-trade 2,000 2,000 2,000 2,000 Net Increase/(decrease) - - Note 9 : Employee benefits expenses Salaries,wages & other employee benefits 190,076 183,542 - TOTAL 190,076 183,542 - ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF SHYAMAL HOLDINGS & TRADING LIMITED ON THE ACCOUNTS AS AT AND FOR THE PERIOD ENDED 31 ST MARCH, 2012 ( i ) (a) The Company is not having any Fixed assets. (b) As there are no fixed assets, the clause is not applicable to the Company. (c) As there are no fixed assets, the clause is not applicable to the Company. ( ii) (a) As explained to us inventories have been physically verified by the management at reasonable intervals during the period. (b) In our opinion and according to information and explanations given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. (c) On the basis of our examinations of records of inventories, we are of the opinion that the company is maintaining proper records of the inventory. As explained to us, no material discrepancies have been noticed on physical verification of inventories as compared to Books records. ( iii) (a) The company has not taken any unsecured loan/granted any loan from/to companies or parties covered in the register maintained under section 301 of the companies Act, 1956. (b) The clause is not applicable to the company as explained above. (c) The clause is not applicable to the company as explained above. (d) The clause is not applicable to the company as explained above. ( iv) According to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and sales of Goods. ( v) (a) According to the information and explanations given to us, We are opinion that transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of Goods and materials and sales of Goods, material & services made in pursuance of contracts or arrangements required to be entered in the registered maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs.5,00,000/- or more in respect of each party. ( vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve Bank of India and provisions of section 58A and 58AA of the companies Act, 1956 and rules framed there under are not applicable for the year under audit. 12 5
(vii) In our opinion, the Company has an internal audit System commensurate with the size and nature of its business. (viii) The maintenance of cost records has not been prescribed by the central Government of India under sec. 209 (1)(d) of the Act, for the products manufactured by the company. ( ix) (a) According to the records of the company, the company has been regular in depositing with appropriate authorities, Undisputed statutory dues including Provident Fund, Income tax, Sales tax, Wealth tax, Custom duty, Cess, Service Tax and other statutory dues, applicable to the company. ( b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at the 31 st March, 2012 for a period of more than six months from the date they became payable. (c) According to the information and explanations given to us, there are no such statutory dues which have not been deposited on account of any dispute. (x) As there are no accumulated losses, the clause is not applicable to the company. (xi) As the company has not issued any debentures and there are no outstanding dues to financial institutions or Banks, the clause is not applicable to the company. (xii) According to the information and explanations given to us by the management, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities. (xiii) In our opinion, the Company is not a chit fund, a nidhi or a mutual benefit fund society. Therefore, the provisions of clause 4(xiii) of the companies (Auditor s Report) Order, 2003 are not applicable to the company. Notes forming part of the financial statements Note 3 : Trade Payables AS AT AS AT Trade Payables : Acceptances 8,824 208,824 Other than Acceptances - - ---- TOTAL 8,824 208,824 ---- Note : Other Current Liabilities AS AT AS AT Other Payables 165 - TOTAL 165 - Note 4 : Inventories (At lower of cost and net realisable value) AS AT AS AT (xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the companies (Auditor s Report) Order, 2003 are not applicable to the company. Stock-in-trade(For trading) 2,000 2,000 TOTAL 2,000 2,000 (xv) According to the information and explanations given to us by the management, the company has not given any Guarantee for loan taken by other from banks or financial institutions. (xvi) According to the information and explanations given to us by the management, the company has not taken any term loans. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, We report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets except permanent working capital. 6 11
Notes forming part of the financial statements Note 1 : Share Capital AS AT AS AT Authorised 250,000 Equity Shares of Rs.10/- each with voting rights 2,500,000 2,500,000 ======== ======== Issued, Subscribed and fully paid up 240,000 Equity Shares of Rs.10/- each with voting rights 2,400,000 2,400,000 (xviii)according to the information and explanations given to us, the Company has not made preferential allotment of shares to the parties (existing shareholders) during the year. ( xix) The Company has not issued any debentures and hence clause 4(XIX) of the companies (Auditor s Report) Order, 2003 is not applicable to the company. (xx) During the period covered by our report the company has not raised any money by way of public issue. (xxi) According to the information and explanations given to us, no frauds on or by the company has been noticed or reported during the course of our audit. Total 2,400,000 2,400,000 ======= ======= 1.1 Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period, is as under No. of Shares No. of Shares Equity Shares at the beginning of the year 240,000 240,000 Changes during the year - - Equity shares at the end of the year 240,000 240,000 1.2 Terms/Rights attached to equity shares The Company has only one class of shares referred to as equity shares having par value of Rs 10 each. Each holder of equity share is entitled to one vote per share. The holders of equity shares are entitled to dividends, if any, proposed by the Board of Directors and approved by Shareholders at the Annual General Meeting except in case of Interim Dividend. In the event of liquidation of the Company the holders will be entitled to receive remaining assets of the Company, after distribution of all preferential distribution in proportion to the number of Equity Shares held by the shareholders. 1.3 Details of Shareholders holding more than 5 percent equity shares As At As At Equity Shares of Rs. 10/- each fully paid 240,000 240,000 i) Black Velvet Publishers Pvt. Ltd No. of Shares 131,700 131,700 % of holding 54.88% 54.88% Note 2 : Reserve and Surplus As At As At Surplus/(Deficit) in statement of Profit and Loss As per Last Financial Statements 907,088 860,468 Add: Profit/(Loss) for the year 44,850 46,620 PLACE: MUMBAI DATED: 30th May, 2012 For and on behalf of M/s. H. S. HATHI & Co. Firm Regn. No. 103596W ( ) Partner Membership No. 37109 Total 951,938 907,088 10 7
BALANCE SHEET AS AT 31ST MARCH, 2012 PARTICULARS AS AT AS AT Note 31.03.2012 31.03.2011 EQUITY AND LIABILITIES No. A Shareholders funds (a) Share Capital 1 2,400,000 2,400,000 (b) Reserves & Surplus 2 951,938 907,088 (c) Money received against - - share warrants 3,351,938 3,307,088 B Share application money pending allotment - - C Non-current Liabilities (a) Long-term borrowings - - (b) Deferred tax liabilities (net) - - (c) Other long-term liabilities - - (d) Long-term provisions - - D Current Liabilities - - (a) Short-term borrowings - - (b) Trade payables 3 8,824 208,824 (c) Other current liabilities 165 - (d) Short-term provisions - - 8,989 208,824 TOTAL (A+B+C+D) 3,360,927 3,515,912 ========= ========== ASSETS E F Non-current Assets (a) Fixed assets (i) Tangible assets - - (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - - (v) Fixed Assets held for sale - - - - (b) Non-current investments - - (c) Defferred tax assets (net) - - (d) Long-term loans and advances - - (e) Other non-current assets - - - - Current Assets (a) Current Investments - - (b) Inventories 4 2,000 2,000 (c) Trade receivables - - (d) Cash and cash equivalents 5 60,626 278,645 (e) Short-term loans and advances 6 3,281,190 3,220,975 (f) Other current assets 7 17,111 14,292 3,360,927 3,515,912 TOTAL (E+F) 3,360,927 3,515,912 =========== =========== Membership No. 37109 Dated :30th May, 2012 For and on behalf of the Board, DIRECTORS STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2012 PARTICULARS FOR THE YEAR FOR THE YEAR ENDED ENDED Note 31.03.2012 31.03.2011 No. REVENUE Revenue from operations (net) 8 357,108 349,224 Other Income - - Total Revenue 357,108 349,224 EXPENSES Cost of materials consumed - - Purchases of stock-in-trade - - Changes in inventories of Finished Gooods work-in-progress and stock-in-trade - - Employee benefits expense 9 190,076 183,542 Finance costs - - Depreciation and amortisation expenses - - Other Expenses 10 102,127 98,270 Total Expenses 292,203 281,812 Profit/(Loss) before exceptional and extraordinary items and Tax expenses : 64,905 67,412 (a) Current Tax 20,055 20,830 (b) Earlier Tax - (38) (c) Deferred Tax - - Profit/(Loss) from continuing operations 44,850 46,544 ========== ========= Earnings per share Basic & Diluted (in Rs.) 0.19 0.19 See accompanying notes forming part of the financial statements For and on behalf of the Board Membership No. 37109 DIRECTORS Dated :30th May, 2012 8 9
SHYAMAL HOLDINGS & TRADING LIMITED 30 th ANNUAL REPORT 2011-2012