· PDF fileas well it could not achieve its target of Net ... and Managing Director of the...

SUBWAY FINANCE & INVESTMENT COMPANY LIMITED B-1 01, EASTERN COURT, JN. OF TEJPAL & P ARLESHW AR ROAD, VILE PARLE (E), MUMBAI - 400057

TEL: 022-26165960 (8 Lines) FAX: 022-26165969 EMAIL: [email protected]

DIRECTOR'S REPORT TO THE SHAREHOLDERS

The Members, SUBWAY FINANCE AND INVESTMENT CO. LIMITED,

Dear Shareholders: Your Directors have pleasure in presenting the Annual Report on the business and operations of the Company

and Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS Amount in~

Year ended Particulars

Year ended 31st March 2012 31st March 2013

- Sales and Other Income -(16,82,791) Profit before Tax (8,58,296) (16,82,791) Profit after Tax (12,84,619) 50,11,324 Balance brought fmward from previous year 33,28,533 33,28,533 Surplus 20,43,914

- Less: Transfer to Reserves 19,76,000 33,28,533 Surplus canied forward 67,914

GENERAL REVIEW:

The company's performance was not satisfactory during the year. The company could not achieve its turnover as well it could not achieve its target of Net Profit. Your Directors are hopeful that the company shall be able to achieve its target ofNet Profit in the year to come. The future of the company seems to be bright.

DIVIDEND:

In view of the losses incurred by the company, directors do not recommend any payment of dividend.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the year under review.

PARTICULARS OF EMPLOYEES:

None ofthe employee ofthe company received remuneration in excess of the limit specified u/s 217 (2A) ofthe

Companies Act, l;~ (C-t,. k-r \\2,_~

SUBWAY FINANCE & INVESTMENT COMPANY LIMITED B-101, EASTERN COURT, JN. OF TEJPAL & PARLESHW AR ROAD, VILE PARLE (E), MUMBAI - 400057


DIRECTORS IN THE COMPANY:

The Company has following directors in the Company: a) Kalpesh Kanubhai Shah b) Suketu Bhogilal Shah c) Mayur Kantilal Shah d) Ashok Narottam Tanna e) Amulakh Bhupatray Mehta f) Jayesh Amulakh Mehta g) Dilip Madhubhai Karelia

MATERIAL CHANGES:

5. Pursuant to completion of open offer under SEBI (Substantial Acquisition of shares and takeovers) Regulations, 2011, the entire shares held by earlier promoters of the Company, i.e., M/s. AJS Enterprises LLP and M/s. AJS Nirman LLP were transferred to the new promoters.

6. The Company has appointed Mr. Dilip Karelia and Mr. Ashok Tanna as an Additional and Independent Directors of the Company w.e.f 31.12.2012.

7. Mr. Kalpesh Shah was appointed as Additional Director and Managing Director of the Company for period of 5 years w.e.f. 8th February, 2013 at Nil remuneration. The Company has appointed Mr. Mayur Shah and Mr. Suketu Shah, as an Additional Directors of the Company w.e.f 8th February, 2013.

8. The registered office of the Company had been changed.

9. Post completion of financial year, the Company had initiated the process of postal ballot for seeking approval of shareholders for alteration of Main object clause and Incidental and ancillary Objects clause of the Memorandum of Association of the Company, change of name of the Company to "Sadguru Fin con Ltd" and for appointment of new auditor to fill the casual vacancy pursuant to resignation of the earlier auditors of the Company. As on the date of this Report, the postal ballot process has been completed. However, other procedural formalities for change in Objects clause and Name of the Company with the Registrar of Companies (ROC) and Reserve Bank of India (RBI) are yet to be completed as on the date ofthis Report.

DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY:

The details as required by Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are not applicable to the Company having regard to the nature of business ofthe Company.

COMPLIANCE CERTIFICATE The Compliance Certificate required under section 383A of Companies Act, 1956 received for the year ended

31°March,2013isatt;c;:::~th. (C.J-t. ~ '&J,..~

SUBWAY FINANCE & INVESTMENT COMPANY LIMITED B-101, EASTERN COURT, JN. OFTEJPAL & PARLESHWAR ROAD, VILE PARLE (E), MUMBAl - 400057


DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 the Directors confirm that: 10. In presentation of the annual accounts, the applicable standards had been followed along with proper

explanation relation to material departures; 11. 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 your Company at the end of the financial year and of the profit of your Company for that period;

12. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detection fraud and other irregularities;

13. The Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s N B S & Co., Chartered Accountants, are auditors appointed vide ordinary resolution passed by postal ballot process, pursuant to casual vacancy caused by resignation of old auditors M/s. N. B. Parekh & Associates, Chartered Accountants.

At the forthcoming Annual General Meeting, M/s N B S & Co., Chartered Accountants, are retiring auditors eligible for re-appointment and have offered themselves for reappointment.

APPRECIATION:

Place : MUMBAI Date : 30th May 2013

For Subway Finance & Investment Co.Ltd

Kalpesh Shah Mayur Shah

Managing Director Director

MAKARAND M.JOSHI & CO. Company Secretaries

"Ecstasy, &03/804, 9'h Floor, City of Joy, J.S.D Road, Mulund (West), Mumbai- 4000080.

COMPLIANCE CERTIFICATE

Regn No. L65990MH1983PLC029350 Nominal Capital: 11,500,000/-Paid Up Capital: 11,025,000/~

To, The Members, Subway Finance and Investment Co Ltd., Eastern Court, B 101, 1st Floor, Junction ofTejpal & Parleshwar Road, Vile Parle, Mumbai - 400057.

We have examined the registers, records, books and papers of Subway Finance And Investment Co Ltd as required to be maintained under the Companies Act, 1956, (the Act) and the Rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013. In our opinion and to the best of our infonnation and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all Registers as stated in Annexure ·A' to this Certificate, as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded.

2. lbe Company has duly filed the fonns and returns as stated in Annexure 'B' to this Certificate, with the Registrar of Companies within the time prescribed under the Act and rules made thereunder.

3. The Company being a Public Limited Company, the provisions of Section 3(1)(iii) are not applicable.

4. The Board of Directors duly met 8 times on 15th May, 2012, 121h July 2012, 14th

August, 2012, lOth November, 2012, 31 51 December. 2012, 81h February, 2013 (11.00

a.m), 81h February, 2013 (2.00 p.m) ;:md Izth February, 2013. in respect of which

meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose.

5. The Comrany has closed its Register of Members during the year under consideration from 26n September 2012 to 27th September 2012 and has complied with the provisions of Section 154 of the Act.

1

6. The Annual General Meeting for the financial year ended on 31st March 2012 was held on 29th September 2012 after giving due notice to the members of the Company and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

7. No Extra Ordinary General Meeting was held during the financial year under consideration.

8. The Company has not advanced any loans to its directors and persons or firms or companies referred to under Section 295 of the Companies Act, 1956 during the year under consideration.

9. The Company has not entered into any transactions attracting the provisions of section 297 of the Act during the financial year under consideration.

10. The Company has made the necessary entries in the register maintained under section 301 of the Act.

10. No approval was required from Board of Directors. members or previous approval of the Central Government, pursuant to section 314 of the Act during the financial year under review.

11. No issue of duplicate Share Certificate was made by the Company during the period under scrutiny.

13. (i) There were no transfers of equity shares lodged in physical mode and there

were no allotment/transmission of shares during the financial year under consideration so no certificates were required to be delivered.

(ii) The Company has not deposited any amount in a separate bank account as no dividend was declared during the financial year under consideration.

(iii) The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year under consideration.

(iv) No provisions as to transferring the amounts in unpaid dividend account. application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund are applicable.

(v) The Company has duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and all appointments have been duly made.

2

15. The appointment of Mr. Kalpesh Shah as Managing Director of the Company has been made in compliance with the provisions of section 269 read with Schedule XIII of the Act and he does not draw any remuneration from the Company.

16. No sole-selling agent was appointed by the Company for the period under scrutiny.

17. No approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies or such other Authorities as may be prescribed under the various provisions of the Act are required for the financial year under consideration.

18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company has not issued shares/ debentures/ other securities during the financial year under consideration.

20. The Company has not bought back any share during the financial year under consideration.

21. There was no preference share or debenture. Hence, provision of redemption of preference share or debentures is not applicable.

22. The provisions as to keeping in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of shares are not applicable.

23. The Company has not invited/accepted deposits including unsecured loans during the period under consideration.

24. The Company has not made any borrowings from financial institutions, banks and others during the financial under scrutiny and hence the provisions of Section 293( 1 )(d) of the Act are not applicable.

25. Since the Company's principal business is the acqms1t10n of shares, stocks, debentures and other securities, the provisions of Section 372A of the Act are not applicable.

26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company's Registered Office from one state to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny.

29. The Company has not altered the provisions of the memorandum with respect to share capital of the Company during the year under scrutiny.

3

30. · The Company has not altered its articles of association during the financial year under consideration.

31. No prosecutions were initiated against or show cause notices received by the Company for alleged offences under the Act.

32. The Company has not received security deposit from its employees during the year under certification and therefore the provisions of section 417(1) of the Companies Act. 1956 are not applicable.

33. The provisions of depositing both employee's and employerts contribution to Provident Fund with prescribed authorities pursuant to section 418 of the Act are not applicable to the Company.

Place: Mumbai Signature:

Date: 30tb May, 2013 Name of Company Secretary:

C.P.No:

4

forMAKARAND M. JOSHI & CO.

COMPANdYs····· . RET.·A .. R!ES • l"

, \= ~~w K .' ·. I~JAPE

PAR'TNER C.P.~6G90

Annext~~reA

Registers as maintained by ~y

1. RegisterofCbarges-u/s 143

2. Register .. ofMembers -u/s 150

3. Minutes Book for Board and General Meetings - u/s 193

4. Books of Accowtts- u/s 209

5. Register of particulars of contract in which the Directors are interested u/s- 301

6. Register of Directors and Managing Director, Manager and Secretary uls - 303

7. Register of Directors' shareholdings u/s 307

8. Share Transfer Register

5

AnnexureB

Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on 31st March, 2013.

Sr. Form no./ Return Filed Date of Filed If delay No. u/s Filing/ within whether

I registration Time additional

fee paid 1. Form-66 for Compliance 383A 19110/2012 Yes NA

Certificate for the year ended I

31/03/2012 !

2. Form 23AC & ACA for filing 220 21 /1 1/2012 Yes NA balance sheet and profit loss account of the company for year ended 31 /03/2012

3. Form-20B for Annual Return as 159 26/ 1112012 Yes NA at the Annual General Meeting held on 29/09/2012

4. Form 32 - Appointment of Mr. 303 31/12/2012 Yes NA Dilip Karelia and Mr. Asbok Tanna as an additional Director ofthe Company w.e.f3lll2/20 12

5. Form 32 - Appointment of Mr. 303 04/03/2013 Yes NA Kalpesh Shah, Mr. Suketu Shah and Mr. Mayur Shah as Additional Directors of the I

Company w.e.f 08/02/2013 ! 6. Form 18 - Shifting of registered 146 04/03/2013 Yes I NA

office within the municipal limits 7. Form 23 -Appointment of Mr. 192 06/03/2013 Yes ! NA J

Kalpesh Kanubhai Shah as l Managing Director of the ' j

1 Company w.e.f08/02/2013. I

8. Form 32 - For change m 303 06/03/2013 Yes NA designation of Mr. Kafpesh Shah as Managing Director of the Company w.e.f 08/02/2013

9. Form lA - Application for 21 15/03/2013 Yes NA availability of name "Sadguru Fincon Limited"

-······-

6

I I

NBS & Co. Chartered Accountants 110 A, Balaji Arcade, 1st. Floot, Opp. Jain Mandir, S. V. Road, Kandivali (W), Mumbai - 400 067. India. Tel. : 022-6572 7682 / 2807 3463 E-mail : [email protected]

ANNEXURE TO AUDITORS REPORT

Annexure referred to in paragraph 3 of the auditors report to the members of SUBWAY

FINANCE AND INVESTMENT CO LTD for the year ended 31st March, 2013.

As required by the · compames (Auditor Report) Order, 2003 and amendments thereto

and according to the information and explanations given to us during the course of the audit and

on the basis of such checks of the books and records as were considered appropriate we report

that:

(i) (a) The Company has maintained proper records showing full particulars of the fixed

assets.

(b) As informed to us, the management at reasonable intervals has physically verified the

fixed assets. _We have been informed that the discrepancies noticed on physical were not

material.

(c) During the year the company has not disposed of a substantial part of its fixed assets.

(ii) (a) The Company does not own any inventory during the above mentioned Financial year.

(b) In view of our comments in Para (ii) (a) above, clauses 4 (ii) (b) and (c) of the said

order are not applicable to the Company.

(iii) (a) According to the information and explanations given to us during the financial the

Company has not granted any loans secured or unsecured to parties covered in the register

maintained under section 301 of the Companies Act, 1956. But loans given in earlier

periods outstanding Rs 1,35,25,000/- Radhika Metaliks Pvt Ltd.

(b) The company not produced any documents of above loans regarding rate of interest and

other terms and conditions of such loan for verification.

(c) During the year Company has not taken loan fTom party covered m the register

maintained under section 301 of the Companies Act, 1956.

Head Office : 14 / 2, Western India House, Sir. P. M. Road, Fort, Mumbai - 400 001.

(d) In our opinion and according to the information and explanation given to us the terms

and conditions of loan taken are not prima facie prejudicial to the interest of the company.

(iv) According to information and explanations given to us there are adequate internal control

systems commensurate with the size of the Company and the nature of its business. During

the course of our audit no major weakness has been observed in the internal control

system.

(v) (a) The transactions made in pursuance of contract or arrangements that need to be entered

into the register maintained under section 301 of the Companies Act, 1956 has been

recorded in the register.

(b) According to the information and explanations given to us transactions with parties

with whom transactions exceeding the value of Rupees Five Lacs have been entered into

during the Financial year are at prices, which are reasonable, having regard to the

prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of the

sections 58A, 58AA or any other relevant provision of the Act and the rules framed there

under any directives report issued by the Reserve Bank of India. No order in relation

thereto has been passed by the Company Law Board or National Company Law Tribunal

or Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion the Company has Internal Audit System commensurate with its size and its

nature of business.

(viii) The Central Government has not prescribed for maintenance of cost records under section

209 (1) (d) of the Companies Act, 1956 for the Company.

(ix) (a) According to the records of the Company, the undisputed statutory dues including

Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service

Tax, Custom Duty and Excise Duty, Cess have regularly deposited with the appropriate

4

authorities. There are no undisputed amount payable in respect of such statutory dues

which have remained outstanding as at 31st March, 2013 for a period more then six

months from the date they became payable except the following Income Tax Liabilities

shown in the Income Tax Website as outstanding Demand.

Assessment Year Outstanding Amount in ~

2003-04 14/-

2006-07 1,05,691/-

2007-08 39,219/-

2010-11 1,44,350/-

(b) There are no amount in respect of any disputed sales tax, wealth tax , service tax,

custom duty, excise duty and cess.

(x) The Company has no accumulated losses but has incurred net losses of ~ 8,58,296/- in

current financial year.

(xi) ln our opinion and according to the information and explanations given to us the Company

has not defaulted in repayment of its dues to banks and financial institutions.

(xii) In our opinion and according to the information and explanations given to us the Company

has not granted any loans or advances on the basis of security by way of pledge of shares,

debentures or other securities.

(xiii) (a) The provisions of any Special Statute applicable to Chit Fund, Nidhi Fund or Mutual

Benefit Fund/Societies are not applicable to the Company.

(b) In view of our comments in Para (xiii) (a) above, clauses 4 (xiii) (b) (c) and (d) of the

said order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company

is not a dealer or trader in shares, securities, debentures and other investments.

5

(xv) In our opinion and according to the information and explanations given to us the Company

has not given any guarantee for loan taken by others from banks and financial institutions.

(xvi) The Company has not taken any term loan during the year.

(xvii) In our opinion and according to the information and explanations given to us and on an

overall examination the Balance Sheet of the Company, we report that no fund raised on

short term basis have been used for long term investment.

(xviii) During the year the Company has not made any preferential allotment of shares to

parties and Companies covered in the register maintained under section 301 of the

Companies Act, 1 956.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) During the course of our examination of the books and records of the Company,

carried out in accordance with the generally accepted auditing practices in India, we have

neither come across any instance of material fraud on or by the Company, noticed or

reported during the year that causes the financial statement to be materially misstated.

(xxii) In case of NBFC

(a) The Company has received the Registration Certificate from RBI vide Registration no

13.00209 dated 03.03.1998. But ORIGINAL CERTIFICATE OF REGISTRATION

UNDER SECTION 45-IA OF THE RBI ACT, 1934 not available for verification.

(b) (i) The Board of Directors has already passed the Board Resolution dated 20th April, 2013

regarding non acceptance of public deposits and submitted with the RBI on 28th May,

2013.

6

(ii) The Company has not accepted any Public deposits during the financial year.

(iii) Board resolution regarding not accepting public deposits as per the RBI directions

for the financial year 2011 -12 submitted to the RBI on 26th July, 2012

(iv) FDI certificate and Net Own Fund certificate for the FY 2011 -12 as per the Rl31

directions submitted to the RBI on 26th July, 2012.

(iii) The Company has complied with the prudential norms related to Income

recognition, Accounting Standards, Asset Classification and Provisioning for Bad

and Doubtful Debts as applicable.

For M/s NBS & CO. Chartered Accountants

~ CA. J K Shetty. Partner.

Membership No. 113729

Place: MUMBAl Date: 30th May, 2013.

7

Mfs. SUBWAY FINANCE AND INVESTMENT COMPANY LIMITED

Particulars

EQUITY & LIABILITIES

Shareholders Funds

Share Capital

Reserves and Surplus

Non Current Liabilities

Deferred Tax Liabilitites (Net)

Current Liabilities

Trade Payables

Other Current Liabilities

Short Term Provisions

TOTAL

ASSETS:

Non Current Assets

Fixed Assets

-Tangible Assets

Long Term Loan and Advances

Other Non Current Assets

Current Assets

Cash and Cash Equivalents

TOTAL

Significant Accounting Policies Notes on Financial Statements

AS PER OUR REPORT OF EVEN DATE

For NBS & Co.

Chartered Accountants

Firm Reg.N,.1 1.~ ~.~u-

CA. J. K. Shetty

Patner


Place: Mumbai

Date: 30th May, 2013.

BALANCE SHEET AS AT 31ST MARCH, 2013

Note No.

2

3

4

5 6

7

8

9

10

11

2 to 21

Current Year Amount (~) Amount (~)

11,025,000

3,915,914

379,846

33,813

13,525,000

1,829,573

14,940,914

413,659

15,354,573

13,525,000

1,829,573

15,354,573

(Managing Director)

Previous Year Amount(~)

11,025,000

5,200,533

16,225,533

128

33,770

1,364,053

1,397,823

17,623,484

13,860,627

1,790,504

15,651,131

1,972,353

1,972,353

17,623,484

(Director)

Mls. SUBWAY FINANCE AND INVESTMENT COMPANY LIMITED

STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2013

Particulars

Revenue from Operation

Other Income

Expenditure

Employee Benefits Expenses

1 Finance Cost

Depreciation And Amortised Expenses

Other Expenses

Profit I (Loss) before Exceptional and Extraordinary Items and Tax

Exceptional Items

Profit I (Loss) before Extraordinary Items and Tax

Extraordinary Items

Profit I (Loss) before Tax

Tax Expenses

- Current Tax

- Deferred Tax

- Prior Period Tax Adjustments

Profit I (Loss) for the period from Continuing Operations

Note No.

12

13

8 14

Current Year Previous Year Amount(~) Amount(~)

7,000

7,646

422 858,296 1,667,723

858,296 1,682,791

(858,296) (1,682,791)

(858,296) (1,682,791)

(858,296) (1 ,682, 791)

426,323

(1 ,284,619) (1 ,682, 791)

Profit I (Loss) for the period from Discontinuing Operations (After Tax)

Profit I (Loss) for the period

Earning per share( Basic and Diluted)

(Refer Note No. 23)

Significant Accounting Policies Notes on Financial Statements


For NBS & Co.


Firm Reg.No.110100W

~~ CA.J. K.Shetty

Patner


Place: Mumbai

Date: 30th May, 2013.

2 to 21

(1,284,619)

(1.17) (1,682,791)

(1.53)

For and on behalf of the Board of Directors

[[l~ [C VI.-~ ~~ Kalpesh Shah

(Managing Director) Mayur Shah

(Director)

M/s. SUBWAY FINANCE AND INVESTMENT COMPANY LIMITED

Statement of Cash Flows for the year ended March 31,201 3

Particulars

A) Cash flow from operating activities

Net profit before tax & extraordinary items

Adjustment for

Depreciation

Dividend Income

Profit on Sale of Fixed Assets

Operating Profit before working capital changes Adjustment for working capital Changes

(lncrease)IDecrease in Trade Receivables

(lncrease)IDecrease in Inventories

(lncrease)IDecrease in Short term Loans and Advance

(lncrease)IDecrease in Other Current Asset s

lncrease i(Decrease) in Trade and Other Payable

lncrease i(Decrease) in Provision

Cash generated from Operations

Direct taxes

Deferred Tax

Prior Period Tax Adjustments

Cash flow before extraordinary items

Extraordinary items

Cash flow from operating activities

B. Cash flow from Investing activities

Purchase of Fixed Assets

Sales of Fixed Assets

Purchase of Investments-Long Term

Purchase of Investments-Short Term

(lncrease)IDecrease in Long Term Loans & Advances

Dividend Income

Sale of Investment

Net cash used in Investment activities

C. Cash flow from Financing activities

lncreasei(Decrease) in Long Term Borrowings (Net of Repayment)

Increase I (Decrease) in Short Term Borrowings (Net)

Proceeds from issue of Share Capital

Dividend Paid (Net)

Net cash used in financing activities

Net increase I decrease in cash and cash equivalents

Cash & cash equivalents as at 01-04.2012

(opening balance ) cash in hand & balance with banks

Cash & cash equivalents as at 31.03.2013

(closing balance) cash in hand & balance with banks

Note: Figures in brackets represent outflows


For NBS & Co.

Patner


Place: Mumbai

. Date: 30th May, 2013.

(A)

(B)

(C)

(A+B+C)

Current Year Amount(~)

(858,296)

(858,296 )1

1,790,504

346,076

(1 ,330,240)

(51,956)

426,451

(478,407)

(478,407)

335,627

335,627

(142,780)

1,972,353

1,829,573

Previous Year Amount~)

(1,682,791)

422

(1 ,682,369)

538,670

10,000

(29,199)

(1, 162,898)

(1, 162,898)

(1, 162,898)

2,629,1 84

2,629,184

1,466,286

506,067

1,972,353

For and on behalf of the Board of Directors

~((__ff~~ Kalpesh Shah Mayur Shah

(Managing Director) (Director)


NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31 MARCH, 2013

NOTE NO: 1

SIGNIFICATION ACCOUNTING POLICES

A. Basis of preparation of Accounts

The financial statements are prepared on accrual basis, following the historical cost convention in accordance

with the Generally Accepted Accounting Principles (GAAP) which are consistently adopted by the Company, and in

compliance with the Accounting Standard issued by the Institute of Chartered Accountants of India and provisions

of the Companies Act 1956, to the extent applicable.

B. Use of Estimates

The presentation of financial statements in conformity with the Generally Accepted Accounting Principles requires

estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of

contingent liabilities on the date of the financial statements. Any differences between the actual results and the

estimates are recognized in the period in which the results are known I materialized.

C. Fixed Assets

Fixed Assets are stated at cost of acquisition including expenses incidental to their acquisition less accumulated

depreciation & impairment.

D. Depreciation

Depreciation on Fixed Assets is provided on the Written Down Value Method, at the rates and in the manner

prescribed in Schedule XIV to the Companies Act, 1956.

E.Revenue Recognition

Revenue is recognized to the extent it is probable that the economic benefits will flow to the company and the

revenue can be reliably measured.

F.Foreign Exchange Transaction

Transaction in foreign currency is recorded at the original rate of exchange in force at the time of transaction

were effected. Current assets & liabilities balances in foreign currencies at the balance sheet date are restated at

the year end exchange rates and the resultant net gain or loss adjusted in the revenue account.

G.lnventories

Stock in trade is valued at cost or net realizable value whichever is lower

H.Employee Benefits

01. Short-term employee benefits are recognized as an expense at the undiscounted amount in the profit and loss

account of the year in which the related service is rendered.

02. Post employment and other long term employee benefits are recognised as an expense in the profit and loss

account for the year in which the employee has rendered services. The expense is recognised at the present value

of the amount payable determined using actuarial valuation techniques. Actuarial gains and loss in respect of post

employment and other long term benefits are charged to the profit and loss account.

!.Retirement Benefits

Company has policy of making provision for retirement benefits as and when the liability arises.

(~ CL-t.. ~~~



NOTE NO: 1


J.lmpairment Of Assets

An asset is treated as impaired when the carrying cost of the asset exceeds its recoverable value. An impairment

loss is charged to the profit and loss account in the year in which an asset is identified as impaired. The

impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of

recoverable amount.



NOTE NO: 1


K.Derivate Instruments :

Derivate financial instruments are recorded at fair value on the date of the derivative transaction and are re measured at their fair value at subsequent balalnce sheet date. Changes in the fair value of derivativees are recorded in the Profit & loss account.

L.Provision for Current and Deferred Tax.

Provision for current tax is made after taking into consideration benfits admissable under the provisions of the

Income tax Act, 1961. Deferred tax resulting from '"time differences'" between taxable and accounting income is

accounting income is accounted for using the tax rates and laws that are enacted or substantively enacted as on

balance sheet date. The effect of deferred tax asset & liabilities of a charge in tax rates is recognised in the

profit & loss account in the year of change.

\



Particulars

NOTE NO.2- SHARE CAPITAL

(a) Authorised

11, 50,000 Equity Shares of Rs. 1 0/ - each

(Previous Year 11 ,50,000)

(b) lssued,Subscribed and paid up

11,02,500 Equity Shares of Rs.10/ - Each (Fully Paid up)

(Previous Year 11 ,02, 500)


11,500,000

11,025,000

11,025,000


11,500,000

11,025,000

11,025,000

(c) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting

Period.

Equity Shares at the beginning of the year

Add: Issue of Shares during the year

No. of Shares at the end of the year

(d) Details of Shareholder Holding More than 5%

Equity Shares Held by

Suketu Bhogilal Shah

Nitin Kantilal Shah

Harshad Kantilal Shah

Mayur Kantilal Shah

Rahul Kantilal Shah

Kalpesh Kanubhai Shah

AJS Nirman LLP

AJS Enterprise LLP

NOTE NO. 3 - RESERVE AND SURPLUS

(a) General Reserve

Balance as per last Balance Sheet

Add: Transfer from Profit & Loss

(b) Reserve u/s 451C of RBI, 1934


Add: Transfer from Profit & Loss

(c) Profit & Loss Account


Add: Profit & Loss during the Year

Less: Transfer to Reserve account

Total

Current Year

No. of Shares % of Holding

74,420 6.75%

74,420 6.75%

74,420 6.75%

74,420 6.75%

74,420 6.75%

74,420 6.75%

0.00%

0.00%

925,000

947,000

1,976,000

3,328,533

(1 ,284,619)

1,976,000

Current Year

No. of Shares

1 '1 02,500

1 '102,500

Previous Year

No. of Shares

1 '102,500

1,102,500

Previous Year

No. of Shares % of Holding

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

405,675 36.80%

402,750 36.53%

925,000

925,000 925,000

947,000

2,923,000 947,000

5,011,324

(1 ,682, 791)

67,914 3,328,533

3,915,914 5,200,533

M/s. SUBWAY FINANCE AND INVESTMENT COMPANY LIMITED


Particulars

NOTE NO.4- DEFERRED TAX LIABILITIES (NET)

Deferred Tax Liabilities

(i) Fixed Assets:

(Impact of difference between tax depreciation and depreciation charged for financial reporting)

(ii) Others timing differences

Total

Deferred Tax Assets

(i) Any disallowance under Income Tax Act I Others

Total

Net Deferred Tax Liabilities

NOTE NO.5- TRADE PAYABLE



128

128

128

The Company does not have in its records any intimation from suppliers regarding their status under Micro, Small

and Medium Enterprises Development Act.,2006 and hence disclosure, if any relating to amounts unpaid at the

year and together with interest paid /payable as required under the said Act have not been furnished.

NOTE NO. 6 - OTHER CURRENT LIABILITIES

Creditors For Expenses

Others-Duties and Taxes

NOTE NO. 7 - SHORT TERM PROVISIONS

Provisions for Income Tax (NET)

Contingent Provisions against Standard Assets

377,488

2,358

379,846

33,813

33,813

32,612

1 '158 33,770

1,364,053

1,364,053

NO

TE N

O-

8

FIXE

D ASSETS

PA

RTIC

ULA

RS

Ta

ng

ible

Assets

Co

mp

ute

r

Ow

ned To

tal

As a

t

01.0

4.1

2

42,000

42

,00

0

Ad

ditio

ns

GR

OSS B

LOC

K

Acq

uisitio

ns

thro

ug

h

Business

com

bin

atio

ns

Mls. S

UB

WA

Y FIN

AN

CE

AN

D IN

VE

STM

EN

T CO

MP

AN

Y LIM

ITED

De

du

ction

s I A

dju

stme

nts

As a

t U

p To

31

.03

.13

3

1.0

3.1

2

42,000 42,000

42

,00

0

42

,00

0

DE

PR

EC

IATIO

N

Fo

r Th

e

De

du

ction

s I

Ye

ar

Ad

justm

en

ts

(Am

ou

nt in

~)

NE

T BLO

CK

Up T

o N

ET B

LOC

K

BE

FOR

E

IMP

AIR

A

s at

As a

t

IMP

AIR

ME

NT

ME

NT

31• 03

• 13 A

sa

t31

.03

.13

3

1.0

3.1

3

31

.03

.12

42,000

42

,00

0

In accordance with

the

Accounting S

tandard (AS-

28) on "Imp

airm

en

t of A

ssets", th

ere

was no im

pa

irme

nt loss on F

ixed Assets d

urin

g th

e year ended 31st M

arch 2012

{~ tc.-t-~u~



Particulars Current Year Previous Year Amount(~) Amount(~)

NOTE NO. 9 - LONG TERM LOANS & ADVANCES

(a) (i) Advance recoverable in cash or in kind for value to

to be received (Unsecured & Considered Good)

-Related Parties - 13,860,627

-Others 13,525,000 -13,525,000 13,860,627

13,525,000 13,860,627

NOTE NO. 1 0 - OTHER NON CURRENT ASSETS

(a) Income Tax Paid - 1,790,504

- 1 '790,504

NOTE NO. 11 -CASH AND CASH EQUIVALENTS

(a) Cash on hand 1,660 1,660

(b) Balance with Banks 1,827,914 1,970,694

1,829,573 1 '972,353

~1-- ~~ ~ _J_



Particulars Current Year Previous Year Amount(~) Amount(~)

NOTE NO. 12 - EMPLOYEE BENEFITS EXPENSES

Salary &. Wages - 7,000

- 7,000

NOTE NO. 13 - FINANCE COSTS

Interest Expenses - 7,646

- 7,646

NOTE NO. 14- OTHER EXPENSES (a) ADMINISTRATIVE AND GENERAL EXPENSES

Advertisement 88,648 93,880 Payment to Auditors

-Audit Fees 56,180 10,000 - Other matters 22,472

78,652 10,000 Annual Listing &. Custody Fees 47,190 -Bank Charges 508 -Donation and Contribution 64,500 100,000 Miscellaneous Expenses - 338, 519 Professional Charges 201 ,358 124,690 Provision for Standard Assets 33,813 -Loss on Sale of Shares - 1,000,634 Sundry Balance WI off 335,627 -ROC Filing Fees 8,000 -TOTAL 858,296 1,667,723

{~ lC/l- ~~~

Mfs. SUBWAY FINANCE AND INVESTMENT COMPANY LIMITED


NOTE NO. 15- Related Party Disclosure : (As identified by Management)

List of Related Parties

01 . Key Management Personal

Kalpesh Shah (Managing Director)

Suketu Shah (Additional Director) Mayur Shah (Additional Director)

Ashok Tanna (Additional Director)

Amulakh Mehta (Director)

Jayesh Mehta (Director)

Dilip Karelia (Additional Director)

a. Disclosure of Related party Transactions between the Company and related parties for the year ended

March 31,2013

Particulars

01. Professional Fees Paid

Bhupendra Kadhi

Harshit Kadhi

NOTE NO. 16 Director's Remuneration

No remuneration has been paid to any of the directors.

NOTE NO. 17 Foreign Currency Transactions

As At

31 March 2013

(Amount in t)

20,000

20,000

There is no income or expenditure in foreign currency during the year.

NOTE NO. 18

As At

31 March 2012 (Amount in t)

Company has policy of making provision for retirement benfits as and when the liability arises.



NOTE NO. 19 EARNING PER SHARE

Particulars

Net Profit I (Loss) After Tax available for

Equity Share Holders

Weighted Average Number of Equity Shares of~ 10/- each outstanding during the year

Basic I Diluted Earning Per Share ~

NOTE NO. 20: Donations

As At

31 March 2012 (Amount in ~)

(1 ,284,619)

1 '102,500

(1.17)

As At

31 March 2011 (Amount in~)

(1 ,682, 791)

1 '102,500

(1.53)

During the year board of directors made donations of Rs 64,500/ - to the Charitable Trusts but as per the section 293(1 )( e) of the Companies Act, 1956 board is eligible to make donations upto Rs 50,000/ - and company not complied the provisions of section 293(1 )(e) of the Companies Act, 1956. i.e consent of members in general meeting have not taken.

NOTE NO. 21

a. Figures are rounded off to nearest rupees.

b. In the opinion of the Management current assets, advances are approximately of the value stated if realized in

the ordinary course of business except otherwise stated.

c. Previous year figures have been regrouped or rearranged wherever necessary.


For NBS & Co.


Firm Reg.No;J,~oow

~-Patner


Place: Mumbai

Date : 30th May, 2013.

{

~as&co_ 't

~ * MUMBAI '\. * \~ F~No.

~:~~

(;;;· r:·l;_h·~~~ Kalpesh Shah Mayur Shah

(Managing Director) (Director)

SUBWAY FINANCE & INVESTMENT CO. LTD B-101, Eastern Court, Junction of Tejpal & Parleshwar Road, Vile Parle (E), Mumbai – 400057.

PROXY FORM

Regd.Folio No. __________ No . of Shares held ____________________

I/We_______________________________ o f _________________________________being

member / members of SUBWAY FINANCE & INVESTMENT CO. LTD

hereby appoint ___________________________ of_______________________ or failing

him/her_________________________ of __________________________ as my/our proxy to attend and vote for me/ us on my/our behalf at the Annual Genera l Meet ing of the Company to

be held on Monday, 30th September, 2013 at 11:00 a.m at the Registered Office of the

Company at B-101, Eastern Court, Junction o f Tejpal & Parleshwar Road, Vile Parle (E) ,

Mumbai – 400057.

Signed this _______________ day o f _______________________13

Signature _______________________

Notes: The fo rm duly completed and signed must be deposited a t the registered o ff ice of the

Company no t less than 48 hours before the time fo r holding the aforesaid meeting.

Affix Re. 1 /-

Revenue

Stamp

SUBWAY FINANCE & INVESTMENT CO. LTD B-101, Eastern Court, Junction of Tejpal & Parleshwar Road, Vile Parle (E), Mumbai – 400057.

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

Annual General Meet ing on Monday, 30th September , 2013

I ce rtify that I am a registe red sha reholder/proxy for the registered shareholder of the Company.

I hereby record my pre sence at the Annual General Meeting o f the Company on Monday, 30th September , 2013 at 11 .00 AM at B-101, Eastern Court, Junction of Tejpal & Parleshwar

Road , Vile Par le (E), Mumbai – 400057.

Full name of the Member : ______________________________________________

(In BLOCK LETTERS)

Regd. Fo lio No. :______________________________________________

No. o f shares held : ______________________________________________

Full Name of the Proxy : ______________________________________________

(In BLOCK LETTERS)

Signature of the sha reholder /

Proxy : ______________________________________________

Note: Members/Proxies a re requested to br ing the at tendance slip wi th them.

· PDF fileas well it could not achieve its target of Net ... and Managing Director of the...

Documents

Transcript of · PDF fileas well it could not achieve its target of Net ... and Managing Director of the...