JENSON & NICHOLSON FINANCIAL SERVICES LIMITED
ANNUAL REPORT 1999-2000
Report of the Board of Directors for the period ended 30th June, 2000
Your Directors submit their Report together with the audited accounts for
the period 30th June 2000.
Due to totally unfavourable circumstances, the Company has suffered a loss
of Rs.1252.69 lacs during the period 1st April 1999 to 30th June, 2000
covering 15 months.
The Non-Banking Financial sector continues to be plagued by acute liquidity
and other operational problems leading to uncertain future. Your company,
unfortunately has not been an exception. The company has suspended
activities relating to Non-Banking Financial Companies except those
relating to repayment of deposits and collection of receivables. The
company has been endeavouring to comply with the orders of the Company Law
Board with regard to payment of Fixed Deposit dues.
The company has commenced the process of identifying new areas of business
to utilize the existing infrastructure and strengthen avenues for
supplementing the sources of income to meet the liabilities of the company
in general and those of fixed deposits in particular. There have been
certain negotiations forgetting into strategic alliance in the areas of
Information Technology, Construction and Education. The Board has already
initiated steps for change of name of the company to reflect the proposed
changes in the focus areas of the company.
During the year the company has allotted 1700000 equity shares of Rs.10/-
each at par to M/s. Nivita Capital Holdings And Finvest (P) Ltd. and/or
their associates, in terms of the consent obtained in the Extra-Ordinary
General Meeting held on 7th March, 2000.
In view of the losses sustained during the year, the Directors regret their
inability to recommend any dividend for the period ended 30th June, 2000.
DEMATERIALISATION OF SHARES
The company has entered into an agreement with CDSL & NSDL on 9th February,
2001 and 19th February 2001 respectively. Those shareholders who had opted
for Demat shares are being issued new shares through CDSL & NSDL.
During the year under review Mr. S.P. Sinha, Mr. V.L. Dutt, Mr. S.M. Palia,
Mr. J.S. Chatterjee, Mr. Abhas Sen, Mr. A.S. Varma and Mr. Shailendra P.
Sinha resigned from the Board of Directors of the company. The Directors
convey their sincere appreciation to all the directors for their valuable
guidance and services rendered to the company during their tenure as
Directors of the company.
Mr. Rajesh Khanna and Mr. Simon Lall were appointed as directors and have
also subsequently resigned therefrom. The Directors convey their sincere
appreciation to all such directors for the services rendered by them during
the period of their services.
During the year Mr. C Muthusamy, Mr. N Manivannan and Mr. T Pallanivel were
co-opted as Directors/Additional Directors of the Company.
Further Mr. A James has been appointed as Executive Director of the company
with effect from 22nd January 2000 for a period of two years as approved by
the Extra-Ordinary General Meeting of the company held on 7th March 2000.
Mr. C Muthusamy who retires as Director at the conclusion of this Annual
General Meeting and offers himself for reappointment.
Mr. N Manivannan who retires as Director at the conclusion of this Annual
General Meeting and offers himself for reappointment.
Mr. T Pallanivel who retires as Additional Director at the conclusion of
this Annual General Meeting and offers himself for reappointment under
section 257 of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There are no particulars required to be furnished under Sec.217(2A) of the
Companies Act, 1956 during the period.
Messrs. Lovelock & Lewes, Auditors of the Company hold office until the
conclusion of the ensuing Annual General Meeting, and being eligible offer
themselves for re-appointment.
The report is self explanatory and does not need specific comments except
in respect of the following items
i) Point 3(ii) : The Company has treated lease adjustment as deductible
items while computing the taxable income based on legal opinion/trade
practice. Hence no provision towards additional tax provision is considered
ii) Point 3(v) : The Company has obtained consent of the Company Law Board
under section 45QA(2) of the RBI Act for a scheme of reschedulement and has
complied with the 1st stage of payment due upto the period ended 30th June,
2000. Hence the Board is of the view that, in the circumstances, the
investments made by the company in the usual course of business are not
barred by the RBI Circular.
iii) Point 3(vii) : The Cumulative Preference Shares redeemed during the
year represents the converted portion of the fixed deposit. The company has
been constrained to redeem a portion of the Preference Shares in view of
the peculiar circumstances. In view of the continuous losses incurred by
the company, the provisions of section 80 of the Companies Act could not be
iv) Point 3(viii) : The company had to dispose the liquid assets maintained
as per RBI directions to liquidate the dues of fixed deposit holders to
comply with the payment schedule stipulated by the Company Law Board.
v) Point 3(x) : The Company is in the process of retrieval of the data
relating to fixed deposits which have been dislocated due to certain break
down in the system: The fixed deposit records are being updated in terms of
principal amount and interest thereon.
vi) Point 3(xii) : The company is in the process of obtaining confirmation
from parties to whom certain shares have been sold during the period.
vii) Point 3(xiii) : The company has initiated necessary steps to improve
the internal control and checks in place. The company has also restored the
system of internal audit to strengthen the control mechanism.
viii) Point 3(xiv) : The Company is in the process of restructuring the
business activities through the process of widening its activity base and
utilization of existing infrastructure. The company is confident of
generating sufficient finance to meet the liabilities in general and fixed
deposit in particular. Hence the financial statements have been prepared on
a going concern basis.
The company has substantially complied with the scheme sanctioned by the
Company Law Board in respect of all payment due upto 30`" June, 2000.
Further, the Company has approached Eastern Region Bench of Company Law
Board seeking of enlargement of time in respect of payment to the balance
fixed deposits holders. The petition for enlargement has been admitted and
the company has taken necessary steps stipulated by the bench. The petition
is under consideration by the bench. The particulars regarding the
unclaimed / unpaid deposits as on 30th june 2000 could not be furnished
due to break down in the system of fixed deposit. The Company is in the
process of retrieval of the related data. The company is endeavoring to
clear the outstanding dues in terms of the order of the Company Law Board.
The Board of Directors place on record their deep sense of appreciation for
the devoted services rendered by the employees at all levels. Your
Directors also wish to place on record their appreciation for the support
and co-operation extended by the depositors, investors, Banks and Registrar
& Share Transfer Agent.
For and on behalf of the Board
Place: Kolkata C Muthusamy
27th February, 2001 Chairman