Your 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

    
26.91

    
31.89

  

  


    
Profit before Tax

    
1375.47

    
435.99

  

  


    
Less : Provisions for Tax

    


    


  

  


    
Income Tax

    
260.00

    
54.00

  

  


    
Wealth Tax

    
0.00

    
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

  

  


    


    
Amit C. Choksey

  

  


    
Mumbai, 29th April, 2013.

    
CHAIRMAN