FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITED … · FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITEDAnnual Report 2011 - 2012 1 NOTICE NOTICE is hereby given that Twenty Forth (24th)

FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITED Annual Report 2011 - 2012

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NOTICE

NOTICE is hereby given that Twenty Forth (24th) ANNUAL GENERAL MEETING of the members of FINALYSIS CREDIT &GUARANTEE COMPANY LIMITED will be held on Friday, 28th September, 2012. At 4.00 P.M. at registered office of thecompany situated at Unit No 17, Damji Shamji Complex, LBS Marg, Kurla West, Mumbai 400 070, to transact thefollowing business:

ORDINARY BUSINESS:

1) To receive, consider and adopt the Directors Report and Audited Balance sheet and profit and loss Accountof the Company for the year ended 31st March 2012 together with the Auditors Report thereon.

2) To appoint a Director in place of Sharad Ghadi who retires by rotation and being eligible, offers himself forre-appointment.

3) To appoint Auditors of the Company and to fix their remuneration.

SPECIAL BUSINESS

4) To consider and if though fit, to pass with or without modification the following Resolution as an OrdinaryResolution.

"RESOLVED THAT Shri Bipin Pushpasen Divecha, who was appointed as an Additional Director on 11thOctober, 2011 and who in terms of Section 260 of the Companies Act, 1956 holds Office as such up to thedate of this Annual General Meeting and in respect of whom the Company has received Notice in writingalong with the requisite deposit under section 257 of the Companies Act, 1956, from a Shareholder of theCompany signifying his intention to propose Shri Bipin Pushpasen Divecha as a candidate for the Office ofDirector, be and is hereby appointed as a Director of the Company liable to retire by rotation."

5) To consider and if though fit, to pass with or without modification the following Resolution as an SpecialResolution.

"RESOLVED THAT pursuant to Section 149(2A) and all other application provisions, if any, of the CompaniesAct, 1956 the consent of the members of the Company be and is hereby accorded to the Company forcommencing and undertaking the business as enumerated in clause No. 79, 80 & 81 of Part C of OtherObject of Part III of the memorandum of Association to be read as:

Clause 79 To carry on business of manufacturers, producers, designers, distributors, hirers, importers,exporters, buyer, sellers, lease, rent out, transport, supply assemble, prepare, alter, improve, develop,install, service, maintain, repair, mend, refurnish, store, put to commercial use in any manner and otherwisedeal in any manner in all types of computers, mini-computers, microprocessors, word processors andother electronic data processors and devices, electronic and electric typewriters, office equipments andall other types of electrical and electronic goods and their systems, instruments, appliances, equipmentsand apparatus, components, accessories and spares, raw materials, peripherals, consumable durablesand allied products, which are in existence today or which may be invented or developed in future,whether used independently or as an original equipment or for use as components for repairs andreplacements.


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Clause 80 To carry on business of creating designing, distributing, importing, exporting, buying, selling,trading and exchanging 'software' (programming services by methods of system analysis or other similarmethods and by the use and employment of computer and other electronic devices involving technicaldata compilation and processing).

Clause 81 To carry on business of electronic data processing centre (service of collecting, processingand disseminating data on and through computer and other electronic devices).

6) To consider and if thought fit, to pass with or without modifications, the following resolution as a specialresolution:

"RESOLVED THAT subject to approval of the members in the general meeting and pursuant to the provisionsof section 198, 269, 309, 310 & 311 read with schedule XIII and other applicable provisions, if any of theCompanies Act, 1956 and subject to such other approval as may be required, the consent of the membersbe and is hereby accorded to the appointment of Mr. Sajjad Abdul Qadir as Managing Director of theCompany for a period of five years with effect from 1st October, 2012 on a remuneration of Rs. 50000/- permonth on the terms and conditions as mentioned in the explanatory statement annexed to the Notice.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to amend, alteror otherwise vary the terms and conditions for the appointment of the Managing Director from time totime, including remuneration as the Board may deem fit, provided that such remuneration shall not exceedthe maximum limits for payment of managerial remuneration as may be permissible within the overalllimits specified under the Companies Act, 1956 as existing or as amended, modified or re-enacted fromtime to time.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all suchacts, deeds, matters, and things as in its absolute discretion, it may consider necessary, expedient ordesirable, in order to give effect to the foregoing Resolution or otherwise considered by it to be in the bestinterest of the Company."

BY ORDER OF THE BOARD OF DIRECTORS

Date : 4th September, 2012 Vinayak T SarkhotPlace : Mumbai DIRECTOR

NOTES:

(a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND ANDVOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY TO BEEFFECTIVE, SHOULD LODGE THE PROXY FORM AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

(b) The Register of Members and the Share Transfer Book of the Company will remain closed from Friday, 21stSeptember, 2012 to Friday, 28th September, 2012.

(c) Members are requested to kindly notify the Company of any change in their addresses so as to enable theCompany to address future communication to their correct addresses.


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(d) Shareholders are requested to bring their copies of annual report to the annual general meeting.

(e) A member desirous of seeking any information on the accounts or operation of the company is requestedto forward his/her query to the company at least seven working days prior to the date of meeting, sorequired information can be made available at the meeting.

(f) At the ensuing Annual General Meeting Mr. Sharad Ghadi - Director, retires by rotation and being eligibleoffers himself for re-appointment, the brief resume of this director is as under:

Name of the Director Mr. Sharad GhadiAgeQualification B.A.Expertise in Specific Area AdministrationDate of First Appointment on the Board of the Company 02-10-2000Name(s) of the other companies in which Directorship held Refer to Report onand Committee Membership/Chairmanship held. Corporate Governance.

(g) At the ensuing Annual General Meeting Mr. Bipin Devecha and Mr. Sajjad Abdul Qadir were appointed asDirector and Managing Director by the Board of Directors, the brief resume of the directors is as under

Name of the Director Mr. Bipin DevechaAgeQualificationExpertise in Specific Area Banking & FinanceDate of First Appointment on the Board of the Company 11-10-2011Name(s) of the other companies in which Directorship heldand Committee Membership/Chairmanship held.Name of the Director Mr. Sajjad Abdul QadirAge 42Qualification B.com, Post Graduation in Law & Legal

Studies U.S.Expertise in Specific Area Finance, Business Service, IT EducationDate of First Appointment on the Board of the Company 10-08-2012Name(s) of the other companies in which Directorship heldand Committee Membership/Chairmanship held.

(h) Shareholders desiring any information as regards to the Accounts are requested to write to the Companyat least Seven days in advance of the Annual General Meeting so that the information, to the extentpracticable, can be made available at the Annual General Meeting.

(i) Green initiative in Corporate Governance: The Government Of India, Ministry Of Corporate Affairs (MCA) videits circular no. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 has taken a "Green Initiative" andhas allowed companies to make service of documents including Annual Report, Audited Financial Statements,Director's Report, Auditor's Report, etc. to the members through the electronic mode, to the registered emailaddresses of the members. This is a golden opportunity to contribute to our Nation at large. All you have to dois to register your e-mail address with the company to receive communication through the electronic mode.


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ANNEXURE TO THE NOTICEExplanatory Statement pursuant to Section 173(2) of the Companies Act, 1956.

Item No.4

At the Board Meeting held on 11th October, 2011, the Board of Director's appointed Mr. Bipin PushpasenDivecha as Additional Director of the Company under Section 260 of the Companies Act, 1956.

Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Bipin Pushpasen Divecha holdsoffice only up to the date of the forthcoming Annual General Meeting of the Company. A notice underSection 257 of the Companies Act, 1956 has been received from a member proposing the candidature ofMr. Bipin Pushpasen Divecha for appointment as Director of the Company, retiring by rotation.

The Board considers it desirable that it continues to receive advice and guidance of Mr. Bipin PushpasenDivecha and commends his appointment.

None of the Director is concerned or interested in the said Resolution except Mr. Bipin Pushpasen Divecha.

Item No. 5 - Commencement of Business not germane to the existing business:

It was considered by the Board that the existing line of business is not enough to sustain and survive in thecurrent market scenario. The management of the company has a strong technical knowledge and experiencein other business activities, which the company has proposed to carry out in the future. Their experienceand expertise in the above mentioned object can be used as a tool to generate the profits in the comingyears.

Therefore as a whole it would be in the interest of the company, its members to carry on the above said newbusiness activities. As per section 149(2A) of the Companies Act, 1956 to carry on business activities notgermane to the main object, mentioned in clause 79, 80, 81 of Part C of Other Object of Part III of Memorandumof Association of the company can only be made by way of consent of the members as the special resolution.Therefore, it has become necessary to seek your consent by way of special resolution to give effect to suchprovision.

Your Board recommends passing the above said resolution as special resolution

Draft amended copy of the memorandum of Association has been placed at the Registered Office of theCompany for inspection during the business hours.

None of the Directors of the Company has any interest or concern in the said resolution.

Item No. 6 - Appointment of Managing Director

The Board of Directors proposed to appoint Mr. Sajjad Abdul Qadir as the Managing Director of theCompany with effect from 01.10.2012, who was appointed as additional director in the board meetingheld on 10th August, 2012. It will be in the best interest of the company to appoint him as a Managing


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Director. He is having experience of more than 20 years in various industrial activities. The brief terms andconditions of his appointment are set out below:

1. Period: Five years with effect from 01.10.2012.2. Remuneration: He shall be entitled to salary up to Rs. 50000/- per month, which can be increased up to Rs.

2,00,000/- per month at per the discretion of the Board of Directors considering the profitability of thecompany and subject to compliance of Section 269 read with section 198, 209 and Schedule XIII of theCompanies Act, 1956.

3. Perquisites: He shall be provided facilities such as House Rent Allowance, telephone, car, etc as may benecessary exclusively for the business of the Company.

4. He shall be entitled to the perquisites in the form of membership fees of the clubs to be paid by theCompany.

5. The Company shall reimburse actual entertainment and traveling expenses incurred in the course of theCompany's business.

6. He will be entitled to privilege leave and sick leave and casual leave benefits as per the rules of theCompany.

7. Other perquisites like Medical Reimbursement, Leave Travel Concession, and Personal Accident Insuranceshall be as per the rules of the Company subject to the ceiling laid down in Income Tax Rules.

In compliance with the provisions of Section 269, 198, 309 read with Schedule XIII of the Companies Act,1956, the Board recommends the above resolution for your approval.

Except Mr. Sajjad Abdul Qadir, none of the other Directors is in any way concerned or interested in the saidresolution.




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DIRECTORS’ REPORT

To,The members,FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITED

Your Directors present herewith the Twenty Forth Annual Reports together with the audited accounts of theCompany for the year ended 31st March 2012.Summarized financial results of the company are furnished below

FINANCIAL RESULT: (Rupees in Lacs)

Gross Operating IncomeOperating & Establishments ExpensesProfit / (Loss) before TaxationProvision for TaxationAdjustment for prior yearProfit available for AppropriationTransferred from General ReserveBalance B/F from previous yearSurplus (loss) carried forward

The Directors regret their inability to recommend any dividend due to brought forward losses.

1. BUSINESS OVERVIEW:-The company has net profit of Rs. 2.43 Lacs against net profit of Rs. (0.52) lacs in last year. Further theBoard is hopeful of expanding the company's operation this year & expects your co-operation in the daysto come. The Board is doing its best to make your company start full mining activities & show progress invery near future. The Board is contemplating to take effective steps to save it from slipping in to a sickindustrial unit.On account of effective steps to control expenses & keep the losses to its minimum level, the year underconsideration, has closed with a sales turnover of Rs 29.94/- lacs and Net Profit of Rs. 2.43/- lacs afterproviding for interest & depreciation before tax. There is no export during the year.

2. FIXED DEPOSITS :-The Company has not accepted any fresh deposits within the purview of section 58 A of the Companies Act,1956 during the year under review.

3. CONSERVATION OF ENERGY :-Since the company has moderate production activities, though the particulars pursuant to requirementunder section 217 (1) (e) of the Companies Act, 1956 with reference to conservation of energy, technologyabsorption, adoption and innovation are not material. However, the electricity expense incurred at Rs. -during the year which is very negligible does not required any disclosure as such. Due to power problem,company has run the plant mainly through their generator set and digging, mining & washing activitieswhere mainly vehicles & water is used which does not require much electric consumption. Hence thedetails being immaterial not provided.

Year ended31-03-2012

29.9426.413.531.202.955.38

---(28.60)(23.22)

Year ended31-03-2011

---(0.52)(0.52)

------

(0.52)---

(28.07)(28.60)


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4. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION:The Company due to its limited resources cannot carry out Research & development activities or techno-logical absorption except in house efforts to improve its present quality of mining materials.

5. PARTICULARS OF EMPLOYEES AND INFORMATION :There was no such employee employed during the year under review, hence the provision as prescribed u/s. 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) Rules,1975, asamended by the Companies (Amended ) Act, 1988 is not applicable. The relation between the employees &the management remain cordial during the year under review.

6. AUDITORS :M/s. J H Ghumara & Co., Chartered Accountants, Mumbai, retires at the conclusion of the Annual GeneralMeeting. They have given their consent to act as Auditors of the Company, if re-appointed. You are re-quested to consider their appointment as Auditor of the Company and authorise directors to fix theirremuneration for the current year. They have furnished a certificate for of their eligibility for appointmentu/s 224(1-B) of the companies Act, 1956 and they are not disqualified under section 226 (3) (e) of the saidAct.

7. DIRECTORS :In accordance with articles of association of the company and in view of provision of section 255 of theCompanies Act, retirement & reappointment take place for following Directors:-Mr. Sharad Ghadi, Director retires by rotation at the conclusion of the Annual General Meeting and beingeligible, offers himself for re-appointment.Mr. Bipin Pushpasen Divecha and Mr. Sajjad Abdul Quadir appointed as additional Directors retires atthe conclusion of the Annual General Meeting and being eligible, offers themselves for re-appointment.Mr. Sajjad Abdul Quadir has been appoint as Managing Director of the Company W.E.F. 01-10-2012 for theperiod of five years

8. AUDIT REPORT :The auditors have observed & put remarks for non-provision of gratuity, leave salary, etc. as per AS - 15.Provision for gratuity is not made in view of appointment of major new staff after earthquake, frequentchanges in major staff & remote Site of factory and therefore Expenses are debited on payment basis asand when the same is paid. As per Auditor's comment in point no. 7 of the notes to Accounts regardingappointment of Qualified Company Secretary on whole time basis to comply with the requirements ofSection 383 A of Companies Act, 1956, your directors have taken steps for complying aforesaid require-ment. However, in absence of availability of suitable & affordable candidates, the said requirementscannot be complied. However, the Company is in the process of receiving the Compliance Certificate fromCompany Secretary.

9. FOREIGN EXCHANGE :Foreign Exchange inflow and outflow during the year was NIL

10. DIRECTOR'S RESPONSIBILITY STATEMENT:Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

I. In preparation of annual accounts, the applicable accounting standards except AS-15 & AS-26 havebeen followed along with proper explanation relating to material departures;


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II. We have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit or loss of the company for that period;

III. We have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the com-pany and for preventing and detecting fraud and other irregularities;

IV. We have prepared the annual accounts on a going concern basis as explained in note no.1 of Schedule"M" notes forming part of Accounts.

11. CORPORATE GOVERNANCE:-A separate section on Corporate Governance is included in the Annual Report and the Certificate from theCompany's auditor's confirming the compliance of conditions subject to certain qualifications on Corpo-rate Governance stipulated in clause 49 of the Listing Agreement is annexed thereto. The Board of Directorsof the Company adopted a Code of Conduct. The Directors have affirmed with the said code.

12. LISTING OF SHARES & LISTING FEES:The equity capital of the company continued to be listed on the Mumbai Stock Exchange and the necessarylisting fees has been paid up to the year 2012- 2013. As per directives issued by the Securities andExchange Board of India, the equity shares of the Company are to be traded in the Demat form. Thecompany continues to maintain necessary arrangement with NSDL and CDSL for required connectivity.Bombay Stock Exchange has revoke suspension of trading from 28th March 2012 while that of Ahmadabad,Jaipur, New Delhi Stock Exchange is unpaid.

The statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particu-lars of employees) Rules 1975, for the year ended on March 31,2012 is uncalled for. There is no directoremployed for the year or part of the year under review and were in receipt of remuneration in aggregate ofRs. 5,00,000/- p.m. or Rs. 60,00,000 p. a. or more.

13. DEMATERIALISATION OF SHARES: As you are aware that company has made arrangement with Link Intime India Pvt Ltd., C-13, Pannalal SilkMills Compound, L.B.S. Marg, Bhandup, Mumbai - 400078. Registrar & Share Transfer Agent and act asDepository Transfer Agent with National Securities Depository Limited (NSDL) & Central Depository Ser-vices India Limited (CDSL).

14. ACKNOWLEDGEMENT:The Management wishes to place on record its appreciation for the services rendered by employees,contractors, bankers, and all concerned and convey their thanks to them.


Date : 4th September, 2012 Vinayak T Sarkhot Jigar D ShahPlace : Mumbai DIRECTOR DIRECTOR


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MANAGEMENT DISCUSSION & ANALYSIS

Your Directors are pleased to present the management Discussion and Analysis report for the year ended 31stMarch 2012The Management discussion and analysis have been included in consonance with the code of corporategovernance as approved by the Securities and Exchange Board of India (SEBI). Investors are cautioned thatthese discussions contains certain forward looking statements that involve risk and uncertainties includingthose risks which are inherent in the company's growth and strategy. The company undertakes no obligation topublicly update or revise any of the opinions of forward looking statements expressed in this report conse-quent to new information or developments events or otherwise.The Management of the company is presenting herewith the overview of the Industry, opportunities and threadsinitiatives by the company and overall strategy of the company and its outlook for the future. The outlook isbased on management's own assessment and it may very due to future economic and other future develop-ments in the country.

ABOUT THE FINANCE INDUSTRYThe activities of non-banking financial companies (NBFCs) in India have undergone qualitative changes overthe years through functional specialization. The role of NBFCs as effective financial intermediaries has beenwell recognized as they have inherent ability to take quicker decisions, assume greater risks and customizetheir services and charges more according to the needs of the clients. The distinction between banks and non-banks has been gradually getting blurred since both the segments of the financial system engage themselves inmany similar types of activities.At present, NBFCs in India have become prominent in a wide range of activities like hire-purchase finance,equipment lease finance, loans, investments, etc. By employing innovative marketing strategies and devisingtailor-made products, NBFCs have also been able to build up a clientele base among the depositor, mop uppublic savings and command large resources as reflected in the growth of their deposits from public, share-holders, directors and other companies, and borrowings by issue of non-convertible debentures, etc. Thecompany does trade in equity shares & stocks and commodities as one of the financial activities.Now the company is intend to go for Software Development business alongwith its existing finance business.It is true that the Software Development market is booming in India. India's tech sector is growing at phenom-enal rates. There has been tremendous finance growth due to foreign collaboration, foreign equity participa-tion etc.

The Mission of the company is given below:MissionTo ensure that:

• the financial companies function on healthy lines,• it should be non fund based activities to cater the esteemed customers• It should be become a leading service provider of business solutions that enabling growing companies to

increase their revenue.• It should have proven expertise in providing end end-solutions to various kind of business process.• Service should be provided in cost effective manners and core focus is the creation of measurable value

for the client


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ABOUT THE FINALYSIS CREDIT & GUARANTEE COMPANY LIMITED:

BUSINESS OVERVIEWOur Company has started providing financial services now after 10 years. Our Company is primarily focusingon in providing inter corporate loans, trade financing, bills discounting, trading in shares & securities andarbitrage business in stock and commodity market.Recently our company has also penetrated in to software and information technology venture

FINANCIAL PERFORMANCEDuring the fiscal 2012, the gross operational income of the company stood at Rs.29.94 Lacs as compared toprevious fiscal of Rs.NIL.However this fiscal year the company has performed marginally profit in its business.Financial Highlights:• After having started its business in last 3 months of fiscal year, the company has made profit first time..• Income from operation stood at Rs.29.94 Lacs for fiscal 2012• Profit before Taxes of fiscal 2012 was Rs.3.53 Lacs.• Profit after Taxes of fiscal 2012 was Rs.2.28 Lacs.• Basic Earning per share for fiscal 2012 was Rs.0.04 per share.• Net Worth of company stood at Rs.4.06 Crores as on March 31,2012

OPPORTUNITIES AND THREATS• Ready contacts for business development: Our Company has strong relationships with the well estab-

lished business houses In India cultivated through several years of client servicing.• Promoted and managed by qualified and experienced professionals: The board of our Company Comprises

of qualified professional, experience in the industry.• Profit making Company: Our Company is an existing profit making and posing to grow by diversifying its

activities in Software alongwith Finance.• Economic Downturn: If the economic downturn is prolonged it can reduce the financing need of people due

to shrinking business opportunities.• Private Banks: Private Banks are also working on the similar business model thereby giving a very strong

competitions

INITIATIVES BY THE COMPANYThe company has taken following initiatives• To become a leading service provider of business solutions that enabling growing companies to increase

their revenue.• To prove expertise in providing end end-solutions to various kind of business process.• to provide in cost effective manners and core focus is the creation of measurable value for the clients• to develop contacts with collaborators or venture partners for their software development division

OUTLOOK• The company is mainly engaged in Finance and Finance related activities, Now planning to diversify into

software Development business• Further company is planning to set up its offices in abroad for its Finance activities as well as Software

Development business


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• The structure of Management has been changed drastically and newly appointed Managing Director andDirectors have vast contact in the bringing the multi- national companies for their software development

• The board of Directors envisages no problem in bringing the business for the company

RISK AND CONCERNS• Due to stiff competitions in the Finance /Software fields where the company's activities are centered on

and margin also reduces.• Due to recent slowdown, Govt. Policies, recession, it is apprehended that there will be a big correction in

all the field which company is dealing in

REGULATORY:Company is complying various statutory provision such as Companies Act, Income tax, Service Tax, BSE ListingAgreement Provisions and other applicable laws and Regulations applicable to the company.

INTERNAL CONTROL SYSTEM AND ADEQUACY:The Company has a strong Management audit framework, The Audit Committee of Promoters, Directors andIndependent Directors. The Audit Committee meets every quarter to review compliances which are as under• Compliance of the company with applicable status, policies, procedures, listing requirements and man-

agement guidelines• All the transactions are being accurately recorded & verified.• Internal Check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal

control systems.

HUMAN RESOURCES / INDUSTRY RELATIONS• The company provides excellent working environment so that the individual staff can reach his/her full

potential• The company is poised to take on the challenges and march towards accomplishing its mission with

success

CAUTIONARY:Statement in the Management Discussion & Analysis, Describing the Company's objectives, expectations orpredictions may be forward looking within the meaning of applicable securities, laws and regulations. Actualresult may differ materially from those expressed in the statement or implied. Several factors could makesignificant difference to the company's operation. These include climatic conditions and economic conditionsaffecting demand & supply, Govt. regulations and Taxation, exchange rate fluctuation and other incidentalfactors, natural calamities etc. over which the company does not have any control.


Date : 4th September, 2012 Vinayak T Sarkhot Jigar D ShahPlace : Mumbai DIRECTOR DIRECTOR


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REPORT OF CORPORATE GOVERNANCE(Pursuant to clause no. 49 of the listing agreement)

The Report of Corporate Governance is given below:-

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE :Your Company's philosophy on the Code of Governance envisages the enhancement of the long term economicvalue of the company, its shareholders and all its customers by adopting better corporate practices withhighest levels of transparency, accountability and equity in all phases of its operations.

2. COMPOSITION OF BOARD OF DIRECTORS:The Board of your company at present consists of Five (5) directors. Your company has an optimum combina-tion of Executive and Non-Executive directors with not less than fifty percent of the Board of Directors compris-ing of Non-Executive and independent directors. Such Non- Executive directors are independent directors.None of the directors is director in any other Public Limited Company. All the members of the Board are eminentpersons with expertise and extensive experience in different field and each director have made outstandingcontribution to the Company. During the financial year 2011-2012 meeting of the Board were held at least oncein each quarter inter- alia to review the quarterly performance and to take on record the financial results.During the year the Board of Director of the Company have held 6 (SIX) meetings. A detailed agenda was sent toeach director in advance of each meeting. The details of Board Meetings attended by each director are asunder: - 30.04.2011, 02.06.2011, 12.08.2011, 11.10.2011, 28.10.2011 and 31.01.2012.

The detailed composition of the Board and other related information is given elow:-

Sr. Name Category No. of Board Attendance No. ofNo. of the of meetings at the last other

Director Director attended AGM directorshipheld

1 Vinayak T Sarkhot Executive 6 Yes Nil(Promoter)

2 Jigar D Shah Executive 6 Yes Nil(Promoter)

3 Sharad B Ghadi Non-Executive 6 Yes NilIndependent

4@. Bippin P Divecha Non- Executive & 2 No NILindependent

5$. Sajjad Abdul Quadir Non- Executive & Nil No NILindependent

@ Appointed w.e.f 11TH October, 2011, $ Appointed w.e.f 10th August 2012

Code of conduct :-The Board of Directors of the Company adopted a code of conduct but the same has not been posted oncompany's website since the company in remote area does not have any website.


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3 Details of Directors seeking appointment / re-appointment at the ensuing AGM :-Shri Sharad Ghadi Independent & Non-executive Director retires by rotation and is seeking re-appointment.Shri Sharad Ghadi is Executive having vast experience in the field of finance, accounts & audit Shri Bipin P Divecha is Businessman having vast experience in the field of industries, business, finance,accounts & public relation work.Shri Sajjad Abdul Qadir is Businessman having vast experience in the field of Computer Software Development/ Education industries, business, finance, accounts & public relation work.

4. AUDIT COMMITTEE :

During the year under review the following non-executive independent directors were members of audit com-mittee:-

Sr. Name Category Status Out of 5 MeetingsNo. of the of in the No of meetings

Director Director Committee attended1 Shar ad B Ghadi Non-Executive & Independent Chairman 52 Shri Bipin P Divecha Non-Executive & Independent Member 23 Jigar D Shah Executive & Promoter Member 54 Vinayak T Sarkhot Executive & Promoter Member 3

2. The term of reference and powers of the Audit Committee are as per clause 49 of the Listing Agreement andalso as per new section 292 A of the Companies Act, 1956. The functions of the Audit Committee are as perCompany Law and Listing Agreement with the Stock Exchange. These includes review of accounting and finan-cial policies and procedures, disclosure of financial/ risk management policies, review of quarterly & annualfinancial statements ensuring compliance with regulatory guidelines before submission to the Board of Direc-tors, Review of the adequacy of Internal Control Systems and discuss significant internal audit findingsincluding internal control weaknesses, recommend, appointment of external auditors & payment of fees tothem, Management Discussion & Analysis of financial condition & results of operation, review of Statement ofsignificant related party transaction, Review areas of Internal control system. The Five Meetings of the AuditCommittee was held on 30/4/2011, 2-6-2011, 12-8-2011, 28/10/2011 and 31/1/2012.

The Statutory Auditors have also attended three Audit Committee meeting. The minutes of the Audit Committeemeeting were circulated to the Board, discussed and taken note of.Audit Committee was reconstituted on 11th October, 2011 on Appointment of Mr. Bipin P Divecha who replacesMr. Vinayak Sarkhot

5. Shareholders / Investor's Grievance Committee :-During the year under review, the following directors were the members of the Shareholder's / Investor'sGrievance Committee

Sr. Name of the Director Category of Director Designation in committee1 Shar ad B Ghadi Non-Executive & Independent Chairman2 Shri Bipin P Divecha Non-Executive & Independent Member3 Jigar D Shah Executive & Promoter Member4 Vinayak T Sarkhot Executive & Promoter Member


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During the financial year 2011-2012, Meetings of the shareholder's / Investor's Grievance Committee wereheld on once in every quarter from the period 1-4-2011 to 31-3-2012 and all the meetings have been attended.Mr. Vinayak Sarkhot have been authorised & accordingly acted to approve transfer and dematerialisation ofshares.

No significant Investor's Grievance was received during the year. Petty matters from members have beensatisfactorily attended to & replied.The term of reference of the Committee are as per clause 49 of the Listing Agreement which are looking into theredressing of Shareholders and Investors complaints regarding transfer of shares, non-receipt of AnnualReports and reviewing the share transfer process and status of share transfers pending for registration.Audit Committee was reconstituted on 11th October, 2011 on Appointment of Mr. Bipin P Divecha who replacesMr. Jigar D Shah

6. REMUNERATION COMMITTEE:During the year under review the following non-executive independent directors were members ofremuneration committee:-

Sr. Name Category Status Out of 5 MeetingsNo. of the of in the No of meetings

Director Director Committee attended1 Shar ad B Ghadi Non-Executive & Independent Chairman 52 Shri Bipin P Divecha Non-Executive & Independent Member 23 Vinayak T Sarkhot Executive & Promoter Member 3

During the financial year 2011-2012, Meetings of the Remuneration Committee no meeting was held as therewas no proposal for payment of remuneration to directors

7. GENERAL BODY MEETINGS:The date, time and venue of last three annual general meetings are as follow :

YEAR LOCATION DAY & DATE TIME

2010-2011 Block No.1, Shantinagar Banglow, Friday 11.00 A.M.Shantinagar Society, S G Road, 30th September, 2008Mumbai 400 011

2009-2010 Block No.1, Shantinagar Banglow, Thursday 11.00 A.M.Shantinagar Society, S G Road, 30th September, 2010Mumbai 400 011

2008-2009 Block No.1, Shantinagar Banglow, Wednesday 11.00 A.M.Shantinagar Society, S G Road, 30th September, 2009Mumbai 400 011

No special resolution was put through Postal Ballot last year.


15

8. Disclosures:-

Related Party Transactions :-Related party transactions are disclosed in notes to the annual accounts. There are no significant related partytransactions with the company's promoters, directors, the management, the subsidiaries or relatives whichmay have potential conflict with the interest of the company at large.

Accounting standards:-The company has followed all relevant accounting standards except AS-15 and AS-26 while preparing thefinancial statements.

Proceeds from public issues, right issues, preferential issues etc.:-No funds have been raised by the company through issue of equity or debt in the form of public or rights orpreferential issues during the year.

Directors:-The Company has a system where all the directors or senior management of the Company are required todisclose all pecuniary relationship or transactions with the Company. There is no material pecuniary transac-tion with any Non-Executive as well as Independent Directors of the Company that requires a separate disclo-sure.

Risk Management:-The risk management issues are discussed in the report of Management Discussion & Analysis. The Companyhas laid down procedure to intimate Board members about the risk assessment and minimisation procedure.Such procedures would be reviewed periodically within the given framework.

Instances of Non-compliance:-Since 28.03.2012 onwards the company shares are listed on BSE at Mumbai.The Company's listing was under suspension for the period from 13/05/2002 to 27.03.2012 by the BombayStock Exchange (BSE) due to non-compliance of certain requirements. The BSE has lifted the suspension withpenalty w.e.f 28.03.2012.

Means of Communication :-Your Company's Quarterly, Half-yearly and Audited financial Results are sent to the Stock Exchange immedi-ately after they have been taken on record /approved by the Board.No formal presentation was made by the Company to the Institutional Investors or Analysts.

9. The Management Discussion & Analysis Report (MDA) :-

The Management Discussion and Analysis (MDA) report has been given separately.

8. SHAREHOLDERS INFORMATION :(i) Annual General Meeting Friday

Date, Time and Venue Date : 28th September 2012Time: 11.00 A.M.Venue : Registered Office


16

(ii) Financial Calendar Year 1st April, 2011 to 31st March, 2012(iii) Date of Book Closure 21st September 2012 to 28th September 2012

(both days inclusive )(iv) Dividend Payment Date Not applicable(v) ISIN No. for ordinary shares of

the company in Demat form INE977C01017(vi) Registered Office Unit No 17, Damji Shamji Complex, LBS Marg,

Kurla West, Mumbai 400 070.(vii) Registrar and Transfer Agent Link Intime India Pvt. Ltd.

C-13, Pannalal Silk Mills Coumpond,L B S Marg, Bhandup West, Mumbai 400 078.

(viii) Plant Locations Not applicable(ix) Investor Correspondence Unit No 17, Damji Shamji Complex, LBS Marg,

Kurla West, Mumbai 400 070.(x) Means of Communication The company sends its quarterly results in

Stock Exchanges.(xi) Any Website where it displays official releases Yes www.fcgc.in(xii) Any presentation made to the institutional

investor and analyst No(xiii) Is half yearly report sent to the shareholders No(xiv) Whether Management Discussion and

Analysis is a part of this report Yes(xv) Share Transfer System The work of physical share transfer is

handled by Registrar and Transfer Agent.Physical share transfers are normallyprocessed within a period of 25 – 30 days.

(xvi) Listing and Stock Code Bombay Stock ExchangeAhmadabad Stock ExchangeJaipur Stock ExchangeNew Delhi Stock Exchange

(xvii) The name and address of Stock Exchanges 1. Stock Exchange, Ahmadabadwhere Company is listed 1st Floor, Kamdhenu Complex, Panjara Pole,

Ambawadi, Ahmedabad – 380 015.2. The Stock Exchange, Mumbai

Phiroze Jeejeebhoy Towers, Dalal Street,Mumbai – 400 001.

3. Jaipur Stock Exchange Ltd.,Rajasthan Chamber Bhavan, M I RoadJAIPUR 302 001.

4. Delhi Stock Exchange Assoc. LtdAsaf Ali Road, Near Turkman GateNew Delhi - 110 006.


17

(xviii) Distribution of Shareholdings : as on 31-03-2012

From To No. of Shareholders % No. of Shares held %0 5000 705 79.03 310620 5.65

5001 10000 13 1.45 9500 0.1710001 20000 7 0.79 12500 0.2320001 30000 33 3.70 83100 1.5130001 40000 2 0.23 8000 0.1540001 50000 14 1.57 70000 1.2750001 100000 13 1.45 124180 2.26

100000 & Above 105 11.78 4887900 88.76TOTAL 892 100.00 5505800 100.00

SHAREHOLDING PATTERN AS ON 31.03.2012

Categories of Shareholders Resident Non-Resident % of Shareholding Promoters 1084000 ---- 19.69Corporate Bodies 201500 ---- 3.66Indian Public 4220300 ---- 76.65NRI/ OCR's ---- ---- ----

Total 5505800 ---- 100.00

Dematerialization of Shares As on 31.03.2012, 1655700(30.07%) shares of the Company's Share Capital hadbeen dematerialized

(ii) Stock Data : -The company's high low prices in BSE stock exchange are tabulated herewith as under:-

Stock Data BSE No.ofYear 2011-2012 High Low Volumes trades AmountMonth (Rs.) (Rs.) (Nos.) (Nos.) (Rs.)April, 2011 --- --- --- --- ---May, 2011 --- --- --- --- ---June, 2011 --- --- --- --- ---July, 2011 --- --- --- --- ---August, 2011 --- --- --- --- ---September, 2011 --- --- --- --- ---October, 2011 --- --- --- --- ---November, 2011 --- --- --- --- ---December, 2011 --- --- --- --- ---January, 2012 --- --- --- --- ---February, 2012 --- --- --- --- ---March, 2012 --- --- --- --- ---


18

(12) Declaration on Compliance of the Company's Code Of Conduct:-As provided under clause 49 of the Listing Agreement with Stock Exchanges, it is hereby declared that allthe Board members and Senior Management personnels of the Company have affirmed compliance withthe Code of Conduct for the year ended March 31, 2012.

(13) Compliance:-This Section of the report together with the information given under Management Discussion and Analysisconstitute a detailed Compliance Report on Corporate Governance.The Company has complied with Mandatory Requirements of Corporate Governance subject to certainrequirement. The Board would review implementation of Non-Mandatory Requirements of CorporateGovernance code in due course of time.Auditor's Certificate regarding compliance of conditions of Corporate Governance is annexed to thisreport.



DECLARATION ANNUAL DECLARATION BY DIRECTOR PURSUANT TO CLAUSE 49 (i) (d) (ii) OF THE LISTING AGREEMENT

I Vinayak T Sarkhot As the Director of FINALYSIS CREDIT & GUARANTEE COMPANY LIMITED and as required byClause 49 (i) (d) (ii) of the Listing Agreement, I, Vinayak T Sarkhot As the Director , hereby declare that all theBoard Members and the Senior Management personnel of the Company have affirmed Compliance with theCompany’s Code of Business Conduct and Ethics, for the Financial Year 2010 -12




19

CEO/ CFO CERTIFICATE

I, Vinayak T Sarkhot As the Director of FINALYSIS CREDIT & GUARANTEE COMPANY LIMITED, to the best of ourknowledge and belief certify that:

I have reviewed the balance sheet and profit and loss account and all its schedules and notes to accounts, aswell as the cash flow statement.

Based on my knowledge, information and belief, these statements do not contain any untrue statement ofa material fact or omit to state a material fact that might be misleading with respect to the statements made.

Based on my knowledge, information and belief, the financial statements and other financial informationincluded in this report present a true and fair view of the company’s affairs for the period presented in thisreport and are in compliance with the existing accounting standards, applicable laws and regulations and fullexplanation has been given for any material departure in compliance of Accounting Standards.

To the best of my knowledge, information and belief, no transactions entered into by the company during theyear are fraudulent, illegal or volatile of the Company’s Code of Conduct.

I am responsible for establishing and maintaining internal controls for financial reporting and have evaluatedthe effectiveness of the internal control systems of the Company pertaining to financial reporting.

I have disclosed, based on their most recent evaluation , wherever applicable, to the Company’s Auditors andthe Audit Committee of the Company’s Board of Directors all significant deficiencies in the design or operationof internal controls, if any , of which they are aware and the steps taken or proposed to be to rectify thedeficiencies;

I have indicated to the Auditors and the Audit Committee:

a) Significant changes in the Company’s internal control over the financial reporting during the year;b) All significant changes in accounting policies during the year, if any, and that the same have been disclosed

in the notes to the financial statementsc) Any fraud, whether or not material, that involves management or other employees who have a significant

role in the Company’s internal control system over financial reporting.




20

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To the Members ofFINALYSIS CREDIT AND GUARANTEE COMPANY LIMITED

We have examined the compliance of the conditions of corporate governance by FINALYSIS CREDIT ANDGUARANTEE COMPANY LIMITED for the year ended on 31st March, 2012 as stipulated in clause 49 of the listingagreement of the said company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinationwas limited to the procedures and implementation thereof, adopted by the company foe ensuring the Complianceof the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion of thefinancial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and therepresentation made by the management we certify that the company has complied with the conditions of thelisting agreement as stipulated by the above mentioned Listing agreement. But however during the year noCompany Secretary and hence the constitution of the audit committee and other committees as required byClause 49 of the Listing agreement is subject to this fact. We state that no investor grievance is pending for aperiod exceeding one month against the company as per the records maintained by Investors/ ShareholdersGrievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the company nor theefficiency or effectiveness, with which the management has conducted the affairs of the company,

For J H Ghumara & CoCHARTERED ACCOUNTANTS

(J H Ghumara)PRORIETOR

M.SHIP NO. 14320Place : MumbaiDate : 4th September, 2012


21

AUDITOR’S REPORTTo,The Members ofFinalysis Credit and Guarantee Co. Ltd.

We have audited the attached Balance Sheet of Finalysis Credit and Guarantee Co. Ltd. as at 31st March, 2012and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on the dateannexed hereto. These financial statements are the responsibility of the Company’s managements. Ourresponsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statement. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

1. As required by the companies (Auditor's Report) Order,2003 issued by the central Government in terms ofsub-section(4A) of section 227 of the companies Act,1956, we enclose in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph (2) above, we report that:a) We have obtained all the information and explanation which to the best of our knowledge and

belief were necessary for the purpose of our audit.b) In our opinion proper books of accounts as required by law have been kept by the company so far as

appears from our examination of such books.c) The Balance sheet and Profit and Loss Account dealt with by the report are in agreement with the

books of the company.d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the

mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the companies Act,1956. Except AS-15, Accounting for retirement benefits in the financial statements of Employers.

e) On the basis of written representations received from all the Directors and taken on record by theBoard of Directors, we report that none of the directors is disqualified as on 31st March,2012 frombeing appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the CompaniesAct,1956;

f) In our opinion and to the best of our information and according to the explanations given to us, theysaid accounts read together with the significant accounting policies and manner so required and givea true and fair view, in conformity with the accounting principles generally accepted in India;

g) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March,2012 andh) In the case of the profit and loss Account, of the profit of the company for the year ended on that date.i) In the case of the cash flow statement, of the cash flows the year ended on that date.


(J H Ghumara)Place : Mumbai PRORIETORDate : 4th September, 2012 M.SHIP NO. 14320


22

ANNEXURE TO THE AUDITOR’S REPORT(Referred to in Paragraph (1) of our Report of even date to the Members of

Finalysis Credit & Guarantee Company Limited as on 31st March, 2012)

1. In respect of Fixed Assets:a. The Company has maintained proper records showing full particulars including quantitative details

and situation of Fixed Assetsb. As Explained to us, the fixed assets have been physically verified by the management during the year

in a phased periodical manner, which in our opinion is reasonable, having regards to the size of theCompany and nature of its assets. No material discrepancies were noticed on such physical verification

c. No substantial part of the fixed assets has been disposed off during the year, which has bearing on thegoing concern assumption.

2. In respect of inventories:a. The stock in trade of shares and securities held in the physical format has been physically verified

and those held in the dematerialized format have been verified from the relevant statements receivedfrom the depositories during the year, by the management.

b. In our opinion and according to the information and explanations given to us, the procedure ofphysical verification of stock of shares and securities followed by the management is reasonable andadequate in relation to the size of the Company and the nature of its business

c. In our opinion, the company is maintaining proper records of inventories and no material discrepancieswere noticed on physical verification of stock of shares and securities as compare to the bookrecords.

3. The Company has not granted any secured or unsecured loans companies, firms or other parties coveredin the register maintained under section 301 of the company Act, 1956.

4. In our opinion and according to information and explanations given to us, there are adequate internalcontrol procedures commensurate with the size of the company and nature of its business with regards topurchase of inventory (shares and securities) and fixed assets and for the sale of shares and securities.During the curse of audit, we have not observed any major weakness in internal controls.

5. In respect of contracts and or arrangements and transactions covered under section 301 of companies act1956:a. According to the information and explanations given to us these contracts or arrangements that

needed to be entered into the registered have been so entered.

b. In our opinion and according to the information and explanations given to us, these contracts orarrangements have been made at prices which are reasonable having regard to the prevailing marketprices at relevant time, wherever no similar transactions were taken place during the year with otherparties, we are unable to comment whether the same is on prevailing market price or not.

6. In our opinion and according to the information given to us, the company has not accepted any deposit frompublic with the meaning of section 58A, 58AA or any other relevant provisions of the companies’ act 1956.

7. The company have internal audit system which commensurate with its nature and size of business.


23

8. The company has not prescribed to maintain of cost and records under section 209(1) (d) of the companiesact 1956.

9. In respect of Statutory dues:a) The company is generally regular in depositing with appropriate authorities undisputed statutory

dues including Income tax, Sales Tax, Wealth Tax, Custom Duty, Cess, Service tax, and other materialstatutory dues applicable to itNo undisputed amounts payable were in arrears as on 31st March 2012 for a period of more than sixmonths from the date they became payable.

b) According to the information and explanation given to us and records of the company examined by usthere are no disputed amount in respect of various statues which have not been deposited

10. The company does not have accumulated losses at the end of Financial year and has not incurred cashlosses in current financial year and immediately preceding financial year

11. In our Opinion and according to information and explanation given to us, loans and advances have beengranted by company on the basis of security by way of pledge of shares, debentures and other securities.

12. In our opinion company is not a chit fund, nidhi, Mutual fund or a society.

13. The company has maintained proper records of the transactions and contracts of its trading or dealing inshares, Securities, debentures and other investments and timely entries have been made therein. All theshares, Debentures and other investments have been held by company in its own name except to the extentof exemption granted under section 49 of the companies act 1956 and few shares held in brokers accountas confirmed by them

14. On the basis of information and explanation given to us the company has not given any guarantees forLoans taken by other from Banks or financial institutions.

15. The company has not obtained any term Loan during the year. Accordingly Clause 16is not applicable tothe company.

16. On the Basis of an Overall examination of balance sheet and cash flow statement of the company noundue raised on short term basis have been used for Long term Investment

17. During the Year covered by our audit report, the company has not issued any secured debentures.

18. As Per the information and explanation given to us, no fraud on or by the company have been noticed orreported during the year.


(J H Ghumara)Place : Mumbai PRORIETORDate : 4th September, 2012 M.SHIP NO. 14320


24

BALANCE SHEET AS AT 31ST MARCH , 2012

PARTICULARS SCHEDULE AS AT AS ATNO. 31.03.2012 31.03.2011

(Rupees) (Rupees)I. EQUITY AND LIABILITIES

(1) Shareholder's Funds(a) Share Capital 1 47,720,500 40,082,500(b) Reserves and Surplus 2 -2,321,793 -2,859,674

(2) Non-Current Liabilities(a) Unsecured Loans 3 100,000 1,537,495

(3) Current Liabilities(a) Trade Payables 4 - 445,550(b) Provisions 5 120,000 310,000

Total Equity & Liabilities 45,618,707 39,515,871

II. ASSETS ` `

(1) Non-Current Assets(a) Fixed Assets 6

(i) Gross Block 26,120,600 26,280,600(ii) Depreciation - 158,833(iii) Net Block 26,120,600 26,121,767

(b) Investments 7 15,855,505 11,919,740

(2) Current Assets(a) Cash and cash equivalents 8 356,029 12,047(b) Other Current Assets 9 3,286,573 1,462,317

Total Assets 45,618,707 39,515,871

NOTES TO ACCOUNTSSchedules referred to above and notes attached there to form an integral part of Balance Sheet.This is the Balance Sheet referred to in our Report of even date.

FOR J H GHUMARA & CO. FOR FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITEDCHARTERED ACCOUNTANTSJ H GHUMARA VINAYAK T SARKHOT JIGAR D SHAHPROPRIETOR DIRECTOR DIRECTOR

PLACE : MUMBAIDATE : 4TH SEPTEMBER,2012


25

PROFIT & LOSS STATEMENT FOR THE PERIOD ENDED ON 31ST MARCH , 2012

PARTICULARS SCHEDULE AS ON AS ONNO. 31.03.2012 31.03.2011

(Rupees) (Rupees)I Income:

Other Income 10 2,993,918 -

III. Total Revenue (I +II) 2,993,918 -II Expenses:

Employee Benefit Expenses 11 180,000 -Financial Costs 12 168 110Other Administrative Expenses 13 2,460,406 51,800Depreciation - 408

Total Expenses (IV) 2,640,574 52,318

III PROFIT BEFORE TAXATION ( I - II ) (I -II) 353,344 -52,318Less : Provisions For Taxation 110,000 -Profit After Taxation 243,344 -52,318

Less : Excess/Short Provisions for Taxation 294,537 -537,881 -52,318

Balance Brought Forward -2,859,674 -2,807,356

BALANCE CARRIED TO BALANCE SHEET -2,321,793 -2,859,674

NOTES TO ACCOUNTSSchedules referred to above and notes attached there to form an integral part of Balance Sheet.This is the Balance Sheet referred to in our Report of even date.

FOR J H GHUMARA & CO. FOR FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITEDCHARTERED ACCOUNTANTSJ H GHUMARA VINAYAK T SARKHOT JIGAR D SHAHPROPRIETOR DIRECTOR DIRECTOR



26

Schedules Forming Integral Part of the Balance Sheet as at 31st March, 2012

AS AT AS AT31.03.2012 31.03.2011

(Rupees) (Rupees)SCHEDULE : 1 SHARE CAPITAL

1 AUTHORIZED CAPITAL6,000,000 Equity Shares of Rs. 10/- each. 60,000,000 60,000,000

60,000,000 60,000,000

2 ISSUED , SUBSCRIBED & PAID UP CAPITAL5,505,800 Equity Shares of Rs. 10/- each 55,058,000 55,058,000Less : Allotment Money In Arrears 7,337,500 14,975,500

Total 47,720,500 40,082,500

SCHEDULE : 2 RESERVES & SURPLUS

1 Profit & Loss Account - Surplus 2,321,793 -2,859,674

Total 2,321,793 -2,859,674

SCHEDULE : 3 UNSECURED LOANS

1 Loans From Director - 214,0522 From Corporate Bodies & Others - 1,323,4433 Balaji Investment - Bipin Divecha 100,000 -

Total 100,000 1,537,495

SCHEDULE : 4 TRADES PAYABLE

1 Sundry Creditors - 445,550

Total - 445,550

SCHEDULE : 5 PROVISIONS

1 Provision for TaxationAsst. Year (1996 -1997) - 310,000Asst. Year (2012-2013) 110,000 -

2 Audit Fees Payable 10,000 -

Total 120,000 310,000


27

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28

Schedules Forming Integral Part of the Balance Sheet as at 31st March, 2012

AS AT AS AT31.03.2012 31.03.2011

(Rupees) (Rupees)SCHEDULE : 7 INVESTMENTS

1 In Shares (Quoted) - 147,0052 In Debenture (Quoted) 11,550,000 11,652,7353 In Shares (Unquoted) 4,305,505 120,000

Total 15,855,505 11,919,740

SCHEDULE : 8 CASH & CASH EQUIVALENT

1 Cash-in-HandCash Balance 322,903 2,935Sub Total (A) 322,903 2,935

2 Bank BalancePunjab & Sind Bank 33,126 8,112Fixed Deposit - 1,000

Sub Total (B) 33,126 9,112

Total [ A + B ] 356,029 12,047

SCHEDULE : 9 OTHER CURRENT ASSETS

1 DepositMumbai Stock Exchange 300,000 300,000

2 Other Current AssetsInterest Receivable - 1,146,854TDS On Debenture Interest - 2,917TDS On Dividend Received - 9,363TDS On Profession Fees 87,500 -TDS On Interest - 3,183AAK Impex Pvt Ltd 909,238 -NKB Securities 1,202,335 -Royal Enterprise 787,500 -

Total 3,286,573 1,462,317 -


29

Schedules Forming Part of the Profit & Loss Accounts as at 31st March, 2012

AS AT AS AT31.03.2012 31.03.2011

(Rupees) (Rupees)SCHEDULE : 10 OTHER INCOME

1 Commodity Profit 909,238 -2 Derivative Profit 1,202,335 -3 Professional Fees Received 875,000 -4 Profit On Sale Of Investment 7,345 -

Total 2,993,918 -

SCHEDULE : 11 EMPLOYEMENT BENEFIT EXPENSES

1 Salaries & Wages 180,000 -2 Director Remuneration - -3 Staff Welfare Expenses - -

Total 180,000 -

SCHEDULE : 12 FINANCIAL COST

1 Bank Charges 168 110

Total 168 110

SCHEDULE : 13 OTHER ADMINISTRATIVE EXPENSES

1 Telephone Expenses 40,079 -2 Electricity Expenses 35,108 -3 BSE listing/reinstatement Fees 1,464,799 -4 General Expenses 169,938 41,8005 Conveyance Expenses 45,282 -6 Depository Charges 2,274 -7 Amt W/Off 1,167 -8 Audit Fees 110,000 10,0009 Printing & Stationery Expenses 74,913 -10 Connectivity Charges - CDSL 50,923 -11 Connectivity Charges - NSDL 115,923 -12 Registrar’s Fee 200,000 -13 ROC Filling Charges 150,000 -

Total 2,460,406 51,800


30

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED ON 31st March, 2012

I . SIGNIFICANT ACCOUNTING POLICIES :1. The Company follows the Historical Cost Convention and the accounts are maintained on a going

concern basis.2. The Company follows the Mercantile System of Accounting except for Dividend on shares and Interest

on Debenture which is accounted on receipt basis.3. Investments, unless otherwise stated are valued at cost.4. Depreciation is provided on written down value method basis on Fixed Assets at the rates prescribed

under Schedule XIV of the Companies Act,1956.

II. OTHER IMPORTANT / RELEVANT POLICIES / POINTS :1. In The opinion of the Board, the current assets, loans and advances are approximately of the value

stated, if realized in the ordinary course of business. The provision for all known liabilities is adequateand not is excess of the amount reasonably necessary.

2. Expenditure on Employees :i) Employed throughout the financial year and drawings not less than Rs. 12,00,000/- p.a.

A) No. of Employees NIL B) Salary NIL

ii) Employed for part of the year and drawings not less than Rs. 1,00,000/- p.m. or part A) No. of Employees NIL B) Salary NIL

3. Deposits, Advances and other liabilities are subject to confirmation and/or reconciliation.4. Contingent liabilities not provided for. In respect of call money for Investment in FCD Debenture of Solid

Carbide Tools Ltd Rs.1,15,50,000/- (Last Year Rs.1,15,50,000/-)5. The company has not provided diminution in the value of investment as the market rate of Quoted

Investmentas on 31.03.2012 are not available.6. During the year 1/10th of Preliminary Expenses & Public issue Expenses are written off, if any.7. The Provision for all known liabilities is adequate and not in excess of the amount reasonably

necessary.8. Information pertaining to Clause 4C and Clause 4D of Part II of Schedule VI to the Companies Act,1956

are not applicable.9. Previous year's figures have been regrouped, re-arranged or reclassified wherever necessary.

AS PER MY REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTORSFOR J H GHUMARA & CO. FOR FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITEDCHARTERED ACCOUNTANTSJ H GHUMARA VINAYAK T SARKHOT JIGAR D SHAHPROPRIETOR DIRECTOR DIRECTOR

PLACE : MUMBAIDATE : 4TH SEPTEMBER, 2012


31

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2012.(Pursuant to the Listing Agreement with Stock Exchange)

PARTICULARS 2011-2012 2010-2011Rs. Rs.

A.CASH FLOW FROM OPERATING ACTIVITIESNet Profit(Loss) After Tax 243,344 (52318)Adjustment for: 00 00Depreciation 00 408Operating Profit (Loss) beforeWorking Capital changes 243,344 (51910)Adjustment for :Expenses 2,460,406 51800Net(Decrease) in Cash & Cash equivalents 00 (110)

Cash & Cash Equivalents as at 01-4-11 12047 12157Cash & Cash Equivalents as at 31-3-12 33126 12047

AS PER MY REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTORSFOR J H GHUMARA & CO. FOR FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITEDCHARTERED ACCOUNTANTSJ H GHUMARA VINAYAK T SARKHOT JIGAR D SHAHPROPRIETOR DIRECTOR DIRECTOR


AUDITORS CERTIFICATEWe have examined the above cash flow Statement of FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITED forthe period ended 31-03-2012. The Statement has been prepared by the Company in accordance with therequirments of listing agreement and is based on and in agreement with the Profit & Loss Accounts for theperiod ended 31st March, 2012 and Balance Sheet of the Company as on that date which have been dulyaudited by us.

AS PER REPORT OF EVEN DATEFor J H Ghumara & Co

CHARTERED ACCOUNTANTS

(J H Ghumara) PRORIETOR

M.SHIP NO. 14320Place: MUMBAIDate: 4TH SEPTEMBER,2012


32

24THANNUAL REPORT

2011-2012

FINALYSIS CREDIT ANDGUARANTEE COMPANY LIMITED


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BOARD OF DIRECTOR Mr. VINAYAK T SARKHOT Executive DirectorMr. JIGAR D SHAH Executive DirectorMr. SHARA D GHADI Independent, Non-executive DirectorMr. BIPIN DIVECHA Independent Director (W.E.F. 11-10-11)Mr. SAJJAD ABDUL QADIR Independent Director (W.E.F. 10-08-12)

AUDITORS M/s. J. H. GHUMARA & CO.Chartered Accountants

BANKERS PUNJAB AND SINDH BANK

REGISTERED OFFICE Unit No 17, Damji Shamji Complex, LBS Marg,Kurla West, Mumbai 400 070.

REGISTRAR & SHARE Link Intime India Pvt. Ltd.TRANSFER AGENT C-13, Pannalal Silk Mills Coumpond,

L B S Marg, Bhandup West, Mumbai 400 078.

Contents Page No.Notice 01Directors’ Report 06Management Discussion & Analysis 09Report of Corporate Governance 12Auditors’ Report 21Balance Sheet 24Profit & Loss Account 25Schedule attached to Balance Sheet 26Schedule attached to Profit & Loss Account 29Notes forming part of Accounts 30Cash Flow Statement 31Attendance Slip & Proxy Form Back Page


35

FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITEDREGISTERED OFFICE

Unit No 17, Damji Shamji Complex, LBS Marg, Kurla West, Mumbai 400 070.PROXY FORM

I/We ........................................................................................................................................... of ...........................................

................................................................... being a Member/Members of FINALYSIS CREDIT & GUARANTEE CO LIMITED

Hereby appoint ............................................................................................................................ of .............................................

or failing him/her ........................................................................................................................ of ............................................

as my/our proxy of vote for me/us on my/our behalf at the twenty forth Annual General Meeting of the company

to be held on Friday 28th September 2012 at UNIT NO 17, DAMJI SHAMJI COMPLEX, LBS MARG, KURLA WEST,

MUMBAI 400 070, at 04.00 P M. and at any adjournment thereof.

Reg Folio No. .....................................................

No. of Shares held ........................................... Signed this

NOTES:1. The proxy Form Must be Lodged at the registered office of The Company, Not less Than 48 hours before the

time of commencement of the aforesaid Meeting.2. The Form should be signed across the stamp as per specimen signature registered with the Company.3. A Proxy need not be a Member.

FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITEDREGISTERED OFFICE

Unit No 17, Damji Shamji Complex, LBS Marg, Kurla West, Mumbai 400 070.ATTENDANCE SLIP

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

I hereby record my presence at the TWENTY FORTH ANNUAL GENERAL MEETING of the Company held onFRIDAY 28TH SEPTEMBER 2012 at UNIT NO 17, DAMJI SHAMJI COMPLEX, LBS MARG, KURLA WEST, MUMBAI 400070, at 04.00 P. M.

Full Name of the Member (in Block Letters) ...................................................................................................................

Reg. Folio No. .................................................................... No. of Shares held ..........................................................................

Full Name of Proxy (in Block Letters) ...................................................................................................................................

Member's/ Proxy's Signature .................................................................................................................................................

NOTE: Shareholders are requested to bring this slip to the Meeting duly filled up including Folio Number &Number of Shares held.

Affix1 RupeeRevenueStamp


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If undelivered please return to :Registered Office:

FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITEDBlock No. 1, Shantinagar Banglow, Shantinagar Society,S G Road, Mumbai 400 011.

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FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITED … · FINALYSIS CREDIT AND GUARANTEE COMPANY LIMITEDAnnual Report 2011 - 2012 1 NOTICE NOTICE is hereby given that Twenty Forth (24th)