| The Directors have pleasure in presenting the Thirty first Annual
Report together with the Audited Statement of Accounts for the year
ended 31st March 2013.
Financial Highlights:
(Rs.in Lakhs)
Particulars 2012-13 2011-12
Income from operations 284.64 250.10
Profit on Sale of Investments 1169.63 248.35
Total Revenue 1454.27 498.45
Profit before Depreciation and Tax 1402.38 467.88
Less : Depreciation
Profit before Tax 1375.47 435.99
Less : Provisions for Tax
Income Tax 260.00 54.00
wealth Tax 7.00
Profit after tax 1115.47 374.99
Add : Balance brought
forward from previous year 4927.27 4889.43
Add/Less : Short Provisions
Written Off
Profit available for
appropriation 6042.74 5264.42
Appropriation
Proposed Dividend 192.00
Tax on Proposed dividend 31.15
Transfer to General Reserve 120.00 38.00
Transfer to Reserve fund in
terms of Section 45 IC(1) of
R.B.I Act, 1934,240.00 76.00
Balance carried forward to
Balance Sheet 5682.74 4927.27
Management Discussion and Analysis
Industry Structure and Development
Aeonian Investments Company Ltd. is an investment company investing in
shares, both quoted and unquoted and in units of Mutual Funds. The
industry structure relevant to the Company's operations is mainly
concerned with the capital market. The Company handles its investments
in the capital market through a reputed portfolio manager.
Industry Overview:
World economy has been facing problems in number of countries with
falling growth rates, heavy borrowings by multinational companies
without matching assets; fears of rising inflation; heavy government
expenditure with inadequate revenues resulting in sizable fiscal
deficits.
Indian economy has been performing well below what was predicted
earlier. India's GDP growth rate has slumped to the lowest level in a
decade. Industrial growth has slowed to the lowest level in two
decades, due to decline in private investment, slackening exports
despite the crumpling of Indian currency, falling electricity output,
falling auto sales. Joblessness is one of the highest. All these are
causes for great concern during the current slowdown.
Fiscal Deficit in the country continued to rise with dwindling exports,
static imports, falling rupee etc. Investments in infrastructure
crucial to driving growth, are lagging behind for want of funds.
Slowdown of the economy was clearly visible with some of the
industrialists expressing concern that companies have been hesitant to
make large investments in the country. The ruling government has not
taken any major steps in this regard.
Political climate has also been full of uncertainties due to which
populist programs may come about rather than hard edged governance, due
to fast approaching elections.
Country risk for the nation at present is pretty elevated and there is
a fear that the country may face a downgrade by the International
Rating Agencies which may further slowdown Foreign Direct Investment
(FDI) as also investments of Foreign Institutions in the corporate
sector. FDI has been sizably less in the F.Y.12-13 as compared to that
of the previous year.
Operational performance .
Total Revenues increased from 498.45 Lakhs to 1454.27 Lakhs during the
year under consideration. Profit before depreciation and tax increased
from 467.88 Lakhs in the financial year 2011-12 to' 1402.38 Lakhs in
the year under review.
The Profit after Tax: The Company's profit after tax increased to Rs.
1115.47 Lakhs during the year under review as compared to Rs.374.99
Lakhs in the previous year.
Reserves and Surplus as at 31st March, 2013 stand at 10047.24 Lakhs.
The net worth of your Company at the year end stands at 10143.24 Lakhs
which translates to a book value of 211 per share.
The Company's investment portfolio managed by Portfolio Managers, M/s.
Enam Securities Private Limited continues to be in equity shares of
growth-oriented companies.
Internal Control Systems and Adequacy
An adequate system of internal control is in place which mandates
maintaining proper accounting records and their periodical verification
by the management and the Statutory Auditors.
Public Shareholding:
Your Directors would like to bring to your kind attention the
requirement of Clause 40A of the Listing Agreement entered into by the
Company with Stock Exchanges, which now necessitates minimum continuous
public share holding of 25% in the capital base of the Company. The
public shareholding in your Company presently stands at marginally more
than 13%. Methods suggested by SEBI to increase public shareholding
were found by the management difficult to implement in practice. Your
Company had discussions with reputed merchant bankers and their views
emanating from the experience of other similarly placed Companies, were
of the same nature. The Board was informed accordingly.
The last date for achieving the Public Shareholding of 25% as intimated
to the Company is 3rd June, 2013.
Voluntary winding up of the Company:
Your Directors believed that presently the Company has a good asset
base which can be encashed to benefit the shareholders rather than
continuing the operations of the Company in uncertain times indicating
slow down presently faced by various sectors of the economy viz.
industrial and services sectors etc. Your Directors felt it prudent for
the Company and in the interest of the Shareholders to distribute the
net assets of the Company under voluntary winding up amongst its
shareholders under the applicable statutes rather than face sizable
erosion in the value of the said assets because of weak economy. This
would also give early benefits thereof to the shareholders.
Your Directors accordingly convened an Extra-ordinary General Meeting
of the shareholders of the Company on 29th April, 2013 at M.C. Ghia
Hall, Kala Ghoda, Mumbai- 400 023, for obtaining their approval for the
voluntary winding up of the Company and appointment of Shri. Falee
Bilimoria, Partner of M/s. Kalyaniwala & Mistry, Chartered Accountants
as Liquidator for the purpose
Segment
The primary segment of the company's business is 'investment in the
capital market.'
Cautionary Statement
(The statement in this report, including the Management's Discussion
and Analysis Report, reflects the company's projections, estimates,
expectations and predictions and contains a forward looking statement
that involves risk and uncertainty. The company undertakes no
obligation to publicly update or revise any forward looking statements,
whether as a result of new information, future events or otherwise.
Actual results, performances of achievements could differ materially
from those expressed or implied in such forward-looking statements.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only of the expectations as on
the date.)
Dividend
In view of the proposed voluntary winding up of the Company, your
Directors do not propose to recommend any dividend for the year under
consideration.
Appropriation
In accordance with the provisions of Section 45 IC (1) of the Reserve
Bank of India Act, 1934, a sum of' 240.00 lakhs being 20% of the
profits for the year has been transferred to Reserve Fund. Further an
amount of * 120.00 Lakhs has been transferred to General Reserve. The
remaining balance of' 5682.74 Lakhs has been carried forward.
Directors
In accordance with the Articles of Associations of the Company, Shri
Amit Champaklal Choksey and Bipin Vithaldas Jhaveri, Directors of the
Company, retire by rotation and being eligible, offer themselves for
re-appointment. The Directors recommend their re-appointment.
Directors' Responsibilities Statement
The Directors confirm
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that they have selected such accounting polices and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
Company for that period;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that they have prepared the annual accounts on a going concern
basis.
Information pursuant to the Non-Banking Financial Companies acceptance
of Public Deposits (Reserve Bank) Directions. 1999.
The Company has not accepted any deposits during the year under review.
Particulars of Employees
The Company has no employee covered under Section 217(2AA) of the
Companies Act, 1956
Listing Arrangements
The shares of the Company are listed on Bombay Stock Exchange Limited,
Mumbai and the applicable listing fees have been paid till date. The
Company has complied with the requirements of the Listing Agreement
entered into with the said Stock Exchange.
Conservation of Energy & Technology Absorption
Being an investment company, the Company has no manufacturing
activities.
Foreign Exchange Earnings and outgo
During the year there were no foreign exchange earnings and outgo.
Auditors
The Company's Auditors M/s. Ravi A. Shah & Associates, Chartered
Accountants, Mumbai, retire at the conclusion of the ensuing Annual
General Meeting of the Company and are eligible for re-appointment.
The Directors recommend their re-appointment.
Corporate Governance
Your Company is committed to practice the principles of good Corporate
Governance. Necessary measures are taken to comply with the
requirements of revised Clause 49 of the Listing Agreement entered into
with the Bombay Stock Exchange Limited.
The report on Corporate Governance is enclosed and forms part of the
Directors' Report.
Certificate from the Company's Auditors dated April 29, 2013 regarding
compliance of the conditions of Corporate Governance as stipulated in
Clause 49 of the Listing Agreement entered into with Bombay Stock
Exchange Ltd is annexed to this Report.
Secretarial Compliance Certificate
In accordance with the provisions of Section 383A of the Companies Act,
1956, a certificate from M/s. Manish Ghia & Associates, Practising
Company Secretaries, certifying the status on compliance with respect
to the applicable provisions of the Companies Act, 1956, is annexed and
forms part of this Report.
Acknowledgement
Your Directors put on record their sincere thanks for the services
rendered by the portfolio managers, stock brokers and other business
associates.
For and on behalf of the Board of Directors
AmitC. Choksey CHAIRMAN
Mumbai, 29th April, 2013.
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