, d.,) 2011-2012 ANNUAL REPORT st 21 ishab Financial Services Ltd. (Formerly known as Madan Financial Services Lt BOOK-POST If Undelivered please return to : RISHAB FINANCIAL SERVICES LTD., Admninstrative Office : 459, Mint Street, Sowcarpet, Chennai - 600 001. Printed at SREEHARAN PRINTS, Chennai -12. Cell : 9381013837 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012 RISHAB FINANCIAL SERVICES LIMITED SHARES LISTED WITH : MADRAS STOCK EXCHANGE LTD., 11, Second Line Beach, Chennai-600 001. BOMBAY STOCK EXCHANGE LTD., ANNUAL REPORT 2011 - 2012 Phiroze JeeJee Bhoy Towers, Dalal Street, Mumbai-400 001. BOARD OF DIRECTORS : Shri MANGALCHAND C SURANA REGISTERED OFFICE : “HANWANT COMPLEX” Chairman Old No.58, Govindappa Naicken Street, st Shri RAJESH SURANA 1 Floor, Chennai-600 001. Managing Director Ph: 044-32966268 Shri RAMESH KUMAR ADMINISTRATIVE OFFICE : No. 459, Mint Street, Director (And address for Sowcarpet, Chennai-600 079. Shri YESWANT CHOPRA communication) Ph.: 044-42051166 Fax : 044-42051581 Director www.rishabfinance.com [email protected] AUDIT COMMITTEE : Shri YESWANT CHOPRA [email protected] Chairman BANKERS : ICICI BANK LTD., Shri MANGALCHAND C SURANA IDBI BANK LTD., Member VIJAYA BANK Shri RAJESH SURANA SHARE TRANSFER/ Member DEMAT AGENT : CAMEO CORPORATE SERVICES LIMITED, Shri RAMESH KUMAR “Subramanian Building”, V Floor, Member 1, Club House Road, Chennai-600 002. Ph. : 044-28460390-95 Fax :044- 28460129 AUDITORS : M/s. BHANDARI & KESWANI Chartered Accountants DEPOSITORY : National Securities Depository Ltd., 75, Nungambakkam High Road, (NSDL) Chennai-600 034. Central Depository Services (India) Ltd., (CDSL) 1 2 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012 NOTICE NOTES : Notice is hereby given that the Twenty First Annual General Meeting 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING of the Members of Rishab Financial Services Limited will be held on IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE Thursday, the 27th day of September, 2012 at 9.30 a.m. at No.2, “Sun INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A Plaza”, 1st Floor, #39, G. N. Chetty Road, Chennai-600 006, to transact MEMBER OF THE COMPANY. THE PROXIES, IN ORDER TO BE the following business: VALID, MUST BE RECEIVED AT THE REGISTERED OFFICE OF ORDINARY BUSINESS: THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 1. To receive, consider and adopt the Balance Sheet as on March 31, 2012 and the Profit and Loss Account for the year ended on 2. Members are requested to bring in their admission slip duly filled in that date and the Reports of the Directors and Auditors. and handover at the entrance of the Meeting hall. 2. To appoint a Director in the place of Shri Rajesh Surana, who 3. Members are requested to quote their Folio Number or their Client retires by rotation and being eligible, and offer himself for ID Number in all correspondence with the Company. re-appointment. 4. The register of members and share transfer books of the Company 3. To appoint Auditors and to fix their remuneration. The retiring will remain closed from 25.09.12 to 27.09.12 (both days inclusive). Auditors M/s. Bhandari and Keswani, Chartered Accountants, Chennai are eligible for re-appointment. 5. Members are requested to notify any change in their address. SPECIAL BUSINESS : 6. Members are requested to bring their copies of the annual report to the meeting. 3. To consider and if deemed fit, to pass, with or without modification(s), the following as an ORDINARY RESOLUTION : 7. In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, a brief resume of Directors who are proposed to be “RESOLVED THAT Shri Ramesh Kumar, be and is hereby appointed/re-appointed at this meeting is given below : appointed as a Director of the Company”. By Order of the Board For RISHAB FINANCIAL SERVICES LIMITED Place: Chennai RAJESH SURANA Date : 31.05.2012 Managing Director 3 4 RISHAB FINANCIAL SERVICES LIM- 21st Annual Report 2011-2012 ITED EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF Details of Directors re-appointment in the Twenty First General THE COMPANIES ACT, 1956 Meeting to be held on Thursday, the 27th day of September 2012, pursuant to requirement of Clause 49 of Listing Agreement on SPECIAL BUSINESS Corporate Governance. ITEM NO. 3 1. SHRI RAMESH KUMAR Shri Ramesh Kumar, was appointed as an Additional Director on Shri Ramesh Kumar was appointed as an Additional Director of the 25.10.2011. Company during the year and shall hold office up to the date of this Annual General Meeting. His expertise in the Industry as a Businessman Brief Resume and Nature of Expertise: will be a great potential to the Company. Hence the Board recommends Shri Ramesh Kumar holds a Bachelor’s Degree in Commerce and has this resolution for your approval. been in the business of Iron & Steel for the last fifteen years. None of the Director is in anyway, concerned or interested in the resolution, His extensive operational business experience is of immense use to the except Shri.Ramesh Kumar himself. Company. He does not hold directorship in any other Company. He is on the following Committees of the Board of Directors: By Order of the Board Share Transfer Committee Chairman For RISHAB FINANCIAL SERVICES LIMITED Remuneration Committee Member RAJESH SURANA Shareholder’s Grievance Committee Member Place: Chennai Managing Director Audit Committee Member Date : 31.05.2012 Shareholdings of the Director : Shri Ramesh Kumar does not hold any shares in your Company. Resolution seeking approval for his appointment is being placed for member’s approval in the notice of the ensuing Annual General Meeting. The Board of Directors considers that his appointment as a Director will be in the interests of the Company and recommend the passing of the Resolution. Except Shri Ramesh Kumar none of the Directors of the Company is concerned or interested in the resolution under this item 5 6 RISHAB FINANCIAL SERVICES LIM- 21st Annual Report 2011-2012 ITED 2. SHRI RAJESH SURANA DIRECTOR’S REPORT Shri Rajesh Surana, was appointed as Managing Director on The Board of Directors herein present the “Twenty First Annual Report” 28.09.2011 for a period of five years. of the Company together with the Audited Accounts for the year ended 31st March 2012. Brief Resume and Nature of Expertise: FINANCIAL RESULTS AND APPROPRIATIONS Shri Rajesh Surana graduated in Bachelor’s Degree in Commerce in 1994 from Ahmedabad. The financial results for the year ended 31st March 2012 are as follows: He has a rich experience in investment finance and securitisation, also Year ended Year ended as an investor in this field for past 23 years. His experience in these PARTICULARS 31.03.2012 31.03.2011 fields is of immense use to the Company. (Rs. in lakhs) Shri Rajesh Surana is a Director of Mangal Kiran Securities Limited and FINANCIAL RESULTS Anush Shares & Securities Private Limited. Profit /Loss before Depreciation and Tax 15.47 15.01 He is on the following Committees of the Board of Directors: Add/Less : Depreciation on Fixed Assets (1.27) (1.72) Audit Committee Member Provision for Non-Performing Share Transfer Committee Member Assets (35.90) (19.12) Shareholder’s Grievance Committee Member Contingent Provision for Remuneration Committee Member Standard Assets 0.35 (0.59) Profit /Loss Before Tax (21.35) (6.42) Shareholdings of the Director : Provision for Current Tax (4.60) (4.55) Shri Rajesh Surana does not hold any shares in your Company. Provision for Deferred Tax (0.09) 0.10 Resolution seeking approval for his appointment is being placed for Profit /Loss after Tax (26.05) (10.87) member’s approval in the notice of the ensuing Annual General Meeting. Less : Transfer to Statutory Reserve —— The Board of Directors considers that his appointment as a Director will Add : Balance brought forward be in the interests of the Company and recommend the passing of the from previous Years (156.78) (145.91) Resolution. Deficit carried to Balance Sheet (182.82) (156.78) Except Shri Rajesh Surana, none of the Directors of the Company are concerned or interested in the resolution under this item. 7 8 21st Annual Report 2011-2012 RISHAB FINANCIAL SERVICES LIM- ITED AUDITORS DIVIDEND M/s. Bhandari & Keswani, Chartered Accountants, Chennai, retire at the The directors have decided not to recommend any dividend in view of ensuing Annual General Meeting and are eligible for re-appointment as the accumulated losses. Auditors of the Company till the next Annual General Meeting. RBI GUIDELINES PERFORMANCE The Company continues to follow the prudential norms prescribed by The Company conducted fresh business to the extent of Rs.176.25 Lacs, the Reserve Bank of India for NBFCs. during the year. The Company has continued the recovery process of funds that had been disbursed earlier. Since your Company is not accepting deposits, your company has received Category B Certificate from RBI (i.e. a Company not accepting FIXED DEPOSITS Public Deposits) on 03.12.2002. Your Company has not accepted any deposits from the shareholders/ ENERGY, TECHNOLOGY, FOREIGN EXCHANGE, INFORMATION public during the year under review. REQUIRED U/S 217(1) (e) OF THE COMPANIES ACT, 1956. The Company does not have any Public deposits at the end of the year. Your Company has no activity relating to conservation of energy / technology absorption. The Company does not have any foreign exchange DIRECTORS earnings or outgo. Shri Rajesh Surana was appointed as a Managing Director on 28.09.2011 DISCLOSURE U/S 217 (2A) OF THE COMPANIES ACT, 1956. for a period of five years in the Company’s Board Meeting. Shri Rajesh During the year under review, the Company has no employee who is in Surana, being eligible for appointment, offers himself for appointment.