TIMES GUARANTY TIMES GUARANTY LIMITED 24TH ANNUAL REPORT For the year ended March 31, 2014 TIMES GUARANTY LIMITED REPORT AND ACCOUNTS For the year ended March 31, 2014 BOARD OF DIRECTORS Mr. S. Sivakumar Director Mr. Avinash Jain Director Mr. Arun Arora Director Mr. Shrijeet Mishra Director Mr. D.N. Shukla Director (Upto April 20, 2013) COMPANY SECRETARY Mr. Vijay S. Devadiga BANKERS HDFC Bank Ltd. United Bank of India AUDITORS M/s. V.B. Goel & Co. Chartered Accountants INTERNAL AUDITORS M/s. Madhvi Vora & Associates Chartered Accountants CONTENTS REGISTRAR & TRANSFER AGENTS M/s. Sharepro Services (India) Pvt. Ltd. Notice of Meeting ............................................................. 1 13 AB, Samhita Warehousing Complex, IInd Floor, Sakinaka Telephone Exchange Lane Directors’ Report ............................................................... 5 Off Andheri Kurla Road, Sakinaka, Andheri (E), Mumbai 400 072. Auditors’ Report .............................................................. 16 Balance Sheet .................................................................. 20 REGISTERED OFFICE Trade House, 1st Floor, Kamala Mills Compound Profit & Loss Account ..................................................... 21 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Tel : (022)-65131731 Cash Flow Statement ...................................................... 22 Website : www.timesguarantylimited.com Corporate Identity No. : L65920MH1989PLC054398 Annual Report 2013-2014 NOTICE OF THE ANNUAL GENERAL MEETING TIMES GUARANTY LIMITED Registered Office: Trade House, 1st Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 NOTICE is hereby given that the 24th Annual General provisions of the Companies Act, 2013 and the Meeting of the Members of Times Guaranty Limited will Rules made thereunder (including any statutory be held at 11.00 a. m. on Thursday, 25th Day of September, modification(s) or re-enactment thereof) read with 2014, at Babasaheb Dahanukar Hall, Maharashtra Chamber Schedule IV to the Companies Act, 2013, Mr. Arun of Commerce, Industry & Agriculture, ‘Oricon House’, Arora (DIN: 00172044), Director of the Company be 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai - 400001 to and is hereby appointed as an Independent Director of transact the following businesses : the Company to hold office for five consecutive years from the date of this Annual General Meeting.” Ordinary Business: 1. To receive, consider and adopt the audited financial statements of the Company for the year ended March By Order of the Board of Directors 31, 2014 including the Balance Sheet as at March 31, For TIMES GUARANTY LIMITED 2014, Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon. VIJAY S. DEVADIGA Place : Mumbai Company Secretary 2. To appoint a Director in place of Mr. S. Sivakumar Dated : May 20, 2014 (DIN: 00105562), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment. NOTES: 3. To consider and if thought fit, to pass with or without 1. A MEMBER ENTITLED TO ATTEND AND modification, the following Resolution as anO rdinary VOTE AT THE ANNUAL GENERAL MEETING Resolution: (THE “MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD “RESOLVED THAT pursuant to Section 139 of the OF HIMSELF AND THE PROXY NEED NOT Companies Act, 2013, M/s. V.B. Goel & Co., Mumbai BE A MEMBER OF THE COMPANY. THE (Firm Registration No. 115906W), the retiring Auditors, INSTRUMENT APPOINTING THE PROXY be and are hereby re-appointed as Statutory Auditors SHOULD, HOWEVER BE DEPOSITED AT THE of the Company to hold Office from the conclusion of REGISTERED OFFICE OF THE COMPANY NOT this Annual General Meeting until conclusion of the LESS THAN FORTY-EIGHT HOURS BEFORE 27th Annual General Meeting of the Company on a THE COMMENCEMENT OF THE MEETING. remuneration as fixed by the Board of Directors of the Company”. A person appointed as a proxy shall act on behalf of such number of Member(s) not exceeding fifty and Special Business: holding in the aggregate not more than 10% of the total 4. To consider and if thought fit, to pass with or without share capital of the Company, carrying voting rights. modification(s), the following resolution as an Further, a Member holding more than ten percent, of Ordinary Resolution: the total share capital of the Company carrying voting rights may appoint a single person as proxy and such “RESOLVED THAT pursuant to the provisions person shall not act as proxy for any other person or of Sections 149, 150, 152 and any other applicable shareholder. provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory 2. Details under Clause 49 of the Listing Agreement with modification(s) or re-enactment thereof) read with the Stock Exchanges in respect of the Director seeking Schedule IV to the Companies Act, 2013, Mr. Avinash re-appointment at the Meeting, forms integral part of Jain (DIN: 00330054), Director of the Company be and the notice. The Director had furnished the requisite is hereby appointed as an Independent Director of the declaration for his re-appointment. Company to hold office for five consecutive years from 3. Corporate Members intending to send their authorised the date of this Annual General Meeting.” representatives to attend the Meeting are requested to 5. To consider and if thought fit, to pass with or without send to the Company a certified copy of the Resolution/ modification(s), the following resolution as an Power of Attorney, authorizing their representative to Ordinary Resolution: attend and vote on their behalf at the Meeting. “RESOLVED THAT pursuant to the provisions 4. Members are requested to bring their Attendance Slip of Sections 149, 150, 152 and any other applicable along with their copy of Annual Report to the Meeting. 1 TIMES GUARANTY LIMITED 5. In case of joint holders attending the Meeting, only (v) Next enter the Image Verification as displayed and such joint holder who is higher in the order of names Click on Login. will be entitled to vote. (vi) If you are holding shares in demat form and had logged 6. The Register of Members and the Share Transfer Book on to www.evotingindia.com and voted on an earlier of the Company will remain closed from Tuesday, voting of any company, then your existing password is September 16, 2014 to Thursday, September 25, 2014 to be used. (both days inclusive). (vii) If you are a first time user follow the steps given below: 7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account For Members holding shares in Demat Form and Number (PAN) by every participant in securities Physical Form market. Members holding shares in electronic PAN* Enter your 10 digit alpha-numeric *PAN issued form are, therefore, requested to submit the PAN to by Income Tax Department (Applicable for their Depository Participants with whom they are both demat shareholders as well as physical maintaining their demat accounts. Members holding shareholders) shares in physical form can submit their PAN details to • Members who have not updated their PAN the Company. with the Company/Depository Participant are 8. Electronic copy of the Annual Report for 2014 is being requested to use the first two letters of their sent to all the members whose email IDs are registered name and the last 8 digits of the demat account/ with the Company/Depository Participants(s) for folio number in the PAN field. communication purposes unless any member has • In case the folio number is less than 8 digits requested for a hard copy of the same. For members enter the applicable number of 0’s before the who have not registered their email address, physical number after the first two characters of the copies of the Annual Report for 2014 is being sent in name in CAPITAL letters. Eg. If your name the permitted mode. is Ramesh Kumar with folio number 100 then 9. Members who have not registered their e-mail enter RA00000100 in the PAN field. addresses so far are requested to register their e-mail DOB Enter the Date of Birth as recorded in your address for receiving all communication including demat account or in the company records for Annual Report, Notices, Circulars, etc. from the the said demat account or folio in dd/mm/yyyy Company electronically. format. 10. Voting through electronic means: (viii) After entering these details appropriately, click on Pursuant to Section 108 of the Companies Act, 2013 “SUBMIT” tab. and Rule 20 of the Companies (Management and (ix) Members holding shares in physical form will then Administration) Rules, 2014, The Company is pleased reach directly the Company selection screen. However, to provide its members the facility to exercise their members holding shares in demat form will now reach right to vote at the Meeting by electronic means. The ‘Password Creation’ menu wherein they are required business may be transacted through e-voting Services to mandatorily enter their login password in the new provided by Central Depository Services (India) password field. Kindly note that this password is to be Limited (CDSL). also used by the demat holders for voting for resolutions The instructions for members for voting electronically are of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL as under:- platform. It is strongly recommended not to share your In case of members receiving e-mail: password with any other person and take utmost care to (i) Log on to the e-voting website www.evotingindia.com keep your password confidential. (ii) Click on “Shareholders” tab. (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions (iii) Now, select the “COMPANY NAME” from the drop contained in this Notice. down menu and click on “SUBMIT” (xi) Click on the EVSN for the relevant <Company Name> (iv) Now Enter your User ID on which you choose to vote.