Your Directors hereby present their Thirtieth Annual Report together with the Audited
Financial Statements of the Company for the year ended 31st March 2015.
FINANCIAL RESULTS
|
|
(Rs. in Lakhs) |
|
For the year ended 31-3-2015 |
For the year ended |
|
|
31-3-2014 |
| Gross Income |
108 |
43 |
| Less: Expenditure |
6678 |
5803 |
| Less: Depreciation |
5 |
6 |
| Gross Profit/(Loss) |
(6575) |
(5766) |
| Less Exceptional items |
109 |
50 |
| Profit/(Loss) before tax |
(6466)) |
(5716 |
| Tax Expense relating to earlier years |
76 |
- |
| Profit/(Loss) after tax |
(6542) |
(5716) |
| Add Depreciation of earlier years |
2 |
- |
| Profit/(Loss) after Depreciation for earlier years |
(6544) |
(5716) |
| Add Balance brought forward from earlier years |
(78640) |
(72924) |
| Loss carried to Balance Sheet |
(85184) |
(78640) |
In view of the losses the question of transfer of any amount to reserves does not
arise.
DIVIDEND
In view of the continued losses, your Directors regret their inability to recommend any
dividend on the Preference or Equity Shares.
INDUSTRY STRUCTURE, OPERATIONS AND DEVELOPMENT
There was improvement in the economy especially due to the growth of the services
sector and a moderate growth in the manufacturing sector which resulted in improved GDP
compared to the previous year with the inflation in moderate terms towards the later part
of the year which helped fundamentally strong financial companies to register growth.
However, your Company could not cash in on the above positive background as it could
not engage in any significant business activity primarily due to the cancellation of the
Certificate of Registration as a Non-Banking Financial Company by the Reserve Bank of
India and difficulty in entering into new business of non-banking non finance due to lack
of funds and consequently your Company does not fall under any industry structure. The
Company however has financial services as its main activity in its Memorandum of
Association. The Board of Directors have, in the absence of the required financial support
from the Banks and also due to ongoing recovery suits filed by them before various Debt
Recovery Tribunals, have not been able to implement any viable Business Plan. This has
resulted in continued losses and caused a tremendous pressure on the Company to meet
operational expenses and payment of liabilities.
The Debt Recovery Tribunals have passed decrees in favour of the Banks and Financial
Institutions in most of the cases filed by them for realisation of their outstanding dues.
Pursuant thereto, Recovery Officers have taken over possession of the Company’s
properties, charged to these Banks and Financial Institutions and have also disposed them
off except 3 properites.
OPPORTUNITIES, THREATS, RISKS, CONCERNS, PERFORMANCE AND OUTLOOK
Though there is scope and opportunity for the Company to engage in constructive and
profitable business activities in view of its experience and the promising outlook in the
economy but lack of financial resources is preventing it from taking up any new measures
to revive it. There is therefore a great amount of uncertainly regarding future outlook of
the Company though your Directors are striving hard to take effective steps. Acute
shortage of funds faced by the Company in the past is likely to continue at least in the
near future unless there is capital infusion coupled with a restructuring exercise. The
accumulated losses is a cause for concern which dissuades stake holders from participating
in a restructuring exercise
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place an established internal control system designed to ensure
proper recording of financial and operational information and compliance of various
internal controls and other regulatory and statutory compliances. Self certification
exercise is also conducted by which senior management certifies effectiveness of the
internal control system of the Company. Internal Audit has been conducted throughout the
organization by qualified Internal Auditors. Findings of the internal Audit Report are
reviewed by the top Management and by the Audit Committee of the Board and proper follow
up action are ensured wherever required. The Statutory Auditors have evaluated the system
of internal controls of the Company and they have reported that the same are adequate and
commensurate with the size of the Company and nature of its business.
DISCUSSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONS
Your attention is drawn specifically to the issues mentioned hereinbefore under the
head ‘Industry Structure, Operations and Development’ and to the comments under
the head ‘Opportunities, Threats, Risks, Concerns, Performance and Outlook’
hereinbefore. Your Company’s financial position is under extreme stress and needs a
concerted effort from creditors, shareholders and third parties for any significant
positive turnaround to emerge in the long run.
Subsidiary Company
The Company has prepared a Consolidated Financial Statement of the Company and its
subsidiary namely Samudra Securities Limited in the form and manner as that of the Company
in accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the Rules
made thereunder and in compliance with the applicable accounting standards and the listing
agreement with the Stock Exchanges which has been duly audited by the Statutory Auditors
of the Company. The Consolidated Financial Statement form part of this Report and the same
shall be laid before the Annual General Meeting while laying the financial statements of
the Company. A Report on the performance and financial position of the Subsidiary Company
in form AOC-1 forms a part of the Consolidated Financial Statement In terms of Clause 49
of the Listing Agreements with the Stock Exchanges Samudra Securities Limited is a
material subsidiary. As per the aforesaid Clause 49 the policy of the Company for
determining material subsidiaries is posted on the website of the Company and may also be
accessed at the link http://cflltd.in
Vigil Mechanism Policy/Whistle Blower Policy
In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Company has framed a vigil mechanism policy and
system of vigil mechanism to deal with instances of fraud and mismanagement, if any, and
concerns about violation of Company’s policies. The details of the Vigil Mechanism
and Whistle Blower Policy are also posted on the website of the Company and may be
accessed at the link http://cflltd.in
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of your Company’s activities during the year under review
your Company did not consume energy of any significant level nor there was much scope for
taking any measures for energy conservation, research and development, technology
absorption, and making any additional investment for the above purposes and no comment is
made in this regard. There has been no foreign exchange earnings or outgo during the year
under review.
Public Deposits
The Company had repaid all deposits which were claimed by the deposit holders in terms
of the Schemes sanctioned by the Hon’ble Company Law Board except 3,624 deposits with
a principal amount of Rs.4,41,63,804 and a maturity amount of Rs.5,43,90,485 which were
not claimed by the deposit holders in spite of the Company sending reminders to them at
periodic intervals. The unclaimed deposits are being paid as and when the same are claimed
and an amount of Rs.000 has been paid since 31st March, 2015.
Number of meetings of the Board of Directors
There were 6 meetings of the Board of Directors held during the financial year 2014-15
and the details are mentioned in the Corporate Governance Report attached to this Report.
Directors’ Responsibility Statement
Pursuant to Section 134(3) ( c ) of the Companies Act, 2013, the Directors to the best
of their knowledge and belief and according to the information and explanations obtained
confirm that:
(i) in the preparation of the Annual accounts for the year ended 31st March,
2015, the applicable accounting standards had been followed along with proper explanations
relating to material departures, if any;
(ii) they had selected such accounting policies and applied them and made judgements
and estimates that were 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 loss of the
Company for that period;
(iii) they had taken proper and sufficient care for the maintenance of accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Accounts had been prepared on a going concern basis;
(v) proper financial controls were in place and that the financial controls were
adequate and were operating effectively and
(vi) proper systems to ensure compliance with the provisions of all applicable laws
were in place and were adequate and operating effectively.
Declaration by Independent Directors
Mr B N Tripathi, Mr Sujit Datta and Mr A V Sudhakaran are Independent Directors on the
Board of the Company. The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of Independence as
prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Audit Committee
The Audit Committee of the Board of Directors consist of Mr Sujit Datta, Mr.B N
Tripathi and Mr A V Sudhakaran and the Company Secretary is the Secretary of the
Committee. The Managing Director, Chief Financial Officer and Auditors are permanent
invitees to the Committee meetings. The details of terms of reference of the Committee,
number and dates of meetings held and other details are given separately in the Corporate
Governance Report. Your Company has a well structured internal audit system commensurate
with its size and operation. During the year there was no occasion when the Board had not
accepted the recommendations of the :Audit Committee
Stakeholders’ Relationship Committee
The Company has a Stakeholders’ Relationship Committee for reviewing the
complaints of investors in the Company. The members of the Committee are Mr.Sujit Datta,
Mr.H C.Mathur and Mr A V Sudhakaran The number of meetings held and other details are
given separately in the Corporate Governance Report.
Corporate Social Responsibility
The provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are
not applicable to the Company due to continuous losses suffered by the Company.
Nomination and Remuneration Committee
The Company has a Nomination and Remuneration Committee consisting of Mr A V
Sudhakaran, Mr B N Tripathi and Mr Sujit Datta as its members. The details of terms of
reference of the Committee and number of meetings held and the brief outline of the
remuneration policy of the Company are given separately in the attached Corporate
Governance Report. The Company Secretary acts as the Secretary of the Committee.
Directors
Mr H C Mathur was re-appointed as Managing Director of the Company for a further period
of one year with effect from 1st May, 2015, subject to the approvals of the
shareholders and the Central Government on the expiry of his earlier term on 30th
April, 2015. Necessary Special Resolution has been proposed in the Notice of the Annual
General Meeting for this purpose.
As per the provisions of the Companies Act, 2013 and the revised Corporate Governance
stipulations of the Stock Exchanges it was necessary to appoint a woman director on the
Board of Directors of the Company. The Board has accordingly appointed Mrs.Jostna Shrestha
as an Additional Director of the Company with effect from 31st March, 2015 who
will vacate her office at the ensuing Annual General Meeting pursuant to Section 161 of
the Companies Act, 2013. The Company has received a notice from a member under section
160(1) of the Companies Act, 2013 proposing Mrs Jostna Shreshta as a candidate for the
office of Director of the Company.
As per Section 149 and other applicable provisions of the Companies Act, 2013 your
Directors are seeking re-appointment of Mrs Jostna Shreshta as an Independent Director of
the Company to hold office for a term of five consequtive years upto the conclusion of
Thirty-fifth Annual General Meeting of the Company. Details of the proposal for her
appointment are mentioned in the Explanatory Statement set out in the annexed Notice.
adequate
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination and Remuneration and other Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.
Risk Management
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor, mitigate and control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The procedures are reviewed to ensure that executive management controls
risk through means of a well thought framework. The Company has appointed a Risk
Management Committee in terms of the requirement of the provisions in the Listing
Agreement with the Stock exchange regarding Corporate Governance and the members of the
Committee are Mr Sujit Datta, Mr H C Mathur and Mr A V Sudhakaran.
Particulars of employees and key managerial personnel (KMP)
The following are the Key Managerial Personnel of the Company in terms of Section 203
of the Companies Act, 2013:
| Mr.Harish Chandra Mathur |
Managing Director (re-appointed w.e.f. 1st May, 2015 for a period of one
year on expiry of his earlier term on 30th April, 2015) |
| Mr.Ramulu Marampilly |
Chief Financial Officer (Appointed w.e.f. 1st March, 2015) |
| Mr Rama Chandra Kurup |
Company Secretary |
Pursuant to Section 134 (3) (q) read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the details of Key Managerial Personnel
required to be furnished as per the said Rules are annexed to this Report. There were no
employees who were drawing remuneration in excess of the limit provided in Rule 5 (2) of
the aforesaid Rules
Details of significant and material orders passed by the Regulators, Courts and
Tribunals
No significant and material order has been passed by any Regulator, Court or Tribunal
impacting the going concern status and Company’s operation in future
Particulars of Loans, Guarantee or Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the financial statements.
Related Party Transactions
All related party transactions that were entered into during the financial year were on
arms’ length basis and were in the ordinary course of business. There were no
materially significant related party transactions made by the Company with promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. All related party transactions are
placed before the Audit Committee and given in the notes annexed to and forming part of
this Financial Statement.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT 9 as required
under Section 92 of the Companies Act, 2013 are annexed to this Report.
Corporate Governance
In accordance with the requirements of the Listing Agreements with the Stock Exchanges,
a Report on Corporate Governance along with a certificate of the Auditors confirming
compliance is set out in the Annexure forming part of this Annual Report
Human Resources
The Company’s relations with the employees continued to be cordial.
Efforts to maximize utilization of scarce resources was a continuous process throughout
the year. The Company received some innovative ideas from a few employees for achieving
greater efficiencies, cost control and recoveries and those with substance are being
implemented.
Auditors and Audit Report
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules
framed there under Messrs Tarmaster & Co., Chartered Accountants, (Firm Registration
No.302016E) were appointed as the Statutory Auditors of the Company by the Shareholders on
29th September, 2014 at the Twenty ninth Annual General Meeting of the Company
to hold office till the date of the Thirty second Annual General Meeting, subject to
ratification of their appointment at the thirtieth and thirty first Annual General
Meetings. Accordingly a Resolution seeking Members ratification for their appointment is
included in item 2 of the Notice convening the Annual General Meeting.
Regarding comments of the Auditors regarding non compliance of the Non-Banking
Financial (Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank)
Directions, 2007 and the Company not being able to maintain minimum Capital Risk Asset
Ratio (CRAR) as prescribed by the aforesaid
Directions the comments of the Board are as under:
The Company’s net worth had become negative in March, 2002 due to continued
losses. Later Reserve Bank of India cancelled the NBFC Registration. Hence the maintenance
of CRARand other compliances of the Directions are no more applicable to the Company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 Messrs Ranjit
Ghosh & Co., Company Secretaries (Membership No.FCS 3724) were appointed to carry out
a secretarial audit of the Company. The Secretarial Audit Report is attached in the
Annexure forming part of this Annual Report. As regards the comments of the Secretarial
Audit Report your Board’s reply is as follows:
1)The Company could not increase the minimum public shareholding due to the distressing
financial position of the Company which in turn has rendered it extremely difficult to
plan any exercise in this regard due to the anticipated reluctance of the public to take
up Promoters shares for divestment and the non feasibility of making a further issue of
shares to the public.
2)The Company’s application to National Stock Exchange of India for delisting its
Equity Shares is still pending for which no reasons have been furnished to the Company in
spite of numerous complaints to the Exchange and to the concerned Regulator and hence the
Company has withheld the payment of listing fees to the said Exchange.
ACKNOWLEDGEMENT
Your Directors wish to record their appreciation of the encouragement,
support,assistance and co-operation received from the Company’s bankers, financial
institutions, shareholders, depositors and employees throughout the year
|
|
For and on behalf of the Board |
|
(H.C.Mathur) |
(Sujit Datta) |
|
Managing Director |
Director |
|
(DIN: 00054757) |
(DIN:00337464) |
| Kolkata |
|
|
| Dated: 27th May, 2015 |
|
|
Annexure to the Directors’ Report
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3) (q) READ WITH RULE 5 (1) OF THE
COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
| 1. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year ; |
Mr H C Mathur |
3.8 |
|
Mr Sujit Datta |
0.013 |
|
Mr B N Tripathi |
0.013 |
|
Mr A V Sudhakaran |
0.013 |
|
Mrs.Jostna Shrestha |
0.002 |
| 2. The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; |
Directors: |
|
|
Mr H C Mathur |
86 |
|
Mr Sujit Datta |
Nil |
|
Mr B N Tripathi |
Nil |
|
Mr A V Sudhakaran |
Nil |
|
Mrs.Jostna Shrestha |
NA |
|
Key Managerial Personnel |
|
|
Mr H C Mathur |
86.00 |
|
Mr Ramulu Marampilly |
NA |
|
Mr R C Kurup |
14.18 |
| 3. The percentage increase in the median remuneration of employees in the financial
year; |
5.14 |
| 4. The number of permanent employees on the rolls of the company as on 31.03.15; |
9 |
| 5. The explanation on the relationship between average increase in remuneration and
company performance; |
There is no relationship of increase in remuneration of key managerial
personnel with the Company’s performance. |
| 6. Comparison of the remuneration of the Key Managerial Personnel against the
performance of the Company; |
-do- |
| 7. Variations in the market capitalization of the company, price earnings ratio as at
the closing date of the current financial year and previous financial year and percentage
increase over decrease in the market quotations of the shares of the company in comparison
to the rate at which the company came out with the last public offer in case of listed
companies and in case of unlisted companies, the variations in the net worth of the
company as at the close of the current financial year and previous financial year; |
Market Capitalisation has fallen from 3175 lakhs on 31.03.2014 to 1899
lakhs on 31.03.2015 |
|
The Company made a Rights Issue of Shares at par in the year 2000 and
there is a decline in the percentage of quotation of the Company’s shares as per BSE
Sensex by 86.30% as at the close of the financial year |
| 8. Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration. |
Managerial remuneration of the Managing Director which remained at Rs.
9.00 lakhs p.a. for the period from 2008-09 to 2013-14 was fixed. In 2014-15, as per the
Companies Act 2013 this was raised. |
| 9. Comparison of the each remuneration of the Key Managerial Personnel against the
performance of the Company |
The Company has very little commercial activity and hence comparison is
not representative |
| 10. The key parameters for any variable component of remuneration availed by the
directors; |
No variable component is paid to the Managing Director Other Directors are
paid only sitting fees |
| 11. The ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remuneration in excess of the highest paid
director during the year; |
1 : 0.65 |
| 12. Affirmation that the remuneration is as per the remuneration policy of the company |
Yes |
|
|
For and on behalf of the Board |
|
(H.C.Mathur) |
(Sujit Datta) |
|
Managing Director |
Director |
|
(DIN: 00054757) |
(DIN:00337464) |
| Kolkata |
|
|
| Dated: 27th May, 2015 |
|
|
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
CFL Capital Financial Services Limited 81, Netaji Subhas Road Unit No 233, Second Floor
Kolkata-700001
We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by CFL Capital Financial Services
Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing my opinion thereon. Based on our verification of the Company’s books,
papers, minute books, forms and returns filed and other records maintained by the company
and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, We hereby report that in our
opinion, the company has, during the audit period covering the financial year ended on
31st March, 2015 complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place to
the extent, in the manner and subject to the reporting made hereinafter: We have examined
the books, papers, minute books, forms and returns filed and other records maintained by
CFL Capital Financial Services Limited ("the Company") for the financial year
ended on 31st March, 2015 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules
made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws under;
(iv) Foreign Exchange Management Act, 1999 and the rules and made there under to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings;
(v) The following Regulations and Guidelines prescribed under the and Exchange Board of
India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial of Shares and Takeovers)
Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Trading)
Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Disclosure Requirements)
Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting Shares) Regulations, 2009;
and
(h) The Securities and Exchange Board of India (Buyback of Regulations, 1998; (vi) The
Environment (Protection) Act, 1986;
(vii) The EPF & Misc. Provisions Act, 1952; We have also examined compliance with
the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Exchange and
National Stock Exchange; During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the following observation:
1.Minimum level of public shareholding as specified in Rule 19(2)(b) and Rule19A of the
Securities Contracts (Regulation) Rules, 1957 was not maintained.
2.The Company has not paid Listing fees for the year under review to the National Stock
Exchange (NSE) on the ground that its Application for Delisting of Equity Shares is still
pending with NSE.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. The changes
(induction of a Woman Director) in the composition of the Board of Directors that took
place during the period under review were carried out in compliance with the provisions of
the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance, and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting. Majority decision is carried
through while the dissenting members’ views are captured and recorded as part of the
minutes.
We further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines. We further report that
during the audit period the company has not taken any actions/decisions, having a major
bearing on the company’s affairs in pursuance of the above referred laws, rules,
regulations, guidelines, standards, etc. referred to above).
Reserve Bank of India cancelled Registration of the Company as NBFC w.e.f 18.05.2004
due to inability of the Company to maintain the norms of NBFC and the there Company has
not carried any NBFC activities during the year under review. But as per directions of RBI
the Company is complying with all the applicable provisions /directions / instructions of
RBI until the entire amount of public deposits held by the Company are repaid with
interest and the entire financial assets are disposed of or the Company is converted to a
non-banking non-financial company. The company has also not carried on any other
significant business activity during the year.
As per the Order of the Company Law Board the Company has repaid to depositors who had
claimed the same but still there are unencashed and unpaid Insideramount of deposits and
interests as on the date of year end.
The Office of the Registrar of Companies, West Bengal, had initiated prosecution
proceedingsandagainst some of the present and past Directors of the Company, its erstwhile
Manager and Company Secretary for non-compliance of certain provisions of the Companies
Act, 1956 following inspections carried out by the Option Department of Companies Affairs.
The aforesaid persons have already filed compounding application and the matter is still
pending for final disposal.
Applications for compounding of offences for non-compliance of certain provisions of
the Companies Act, 1956, for which Show Cause Notices were issued on the Company and as
well as its Managing Director and Secretary by the Office of the Registrar of Companies,
West Bengal were submitted. The said applications were finally disposed off during the
financial year under audit.
A show cause Notice was served on the Company by the Office of the Registrar of
Companies, West Bengal vide its letter dated 26th June, 2014 for non-filing of
Form 5 INV regarding unclaimed amount for the year 2014 lying with the Company. The
Company had since filed the aforesaid Form INV in respect of unclaimed deposits.
|
For Ranjit Ghosh & Co. |
|
Ranjit Kumar Ghosh |
|
Proprietor |
|
FCS No.:3724 |
|
C P No.:11521 |
| Date: 25th May, 2015 |
|
| Place : Howrah |
|
To,
The Members,
CFL Capital Financial Services Limited 81, Netaji Subhas Road Unit No. 233, Second
Floor Kolkata-700001
Our report of even date is to be read along with this letter.
1.Maintenance of secretarial record is the responsibility of the management of the
company. Our responsibility is to express an opinion on these secretarial records based on
our audit.
2.We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the secretarial records. The
verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3.We have not verified the correctness and appropriateness of financial records and
Books of Accounts of the company.
4.Wherever required, we have obtained the Management representation about the
compliance of laws, rules and regulations and happening of events etc.
5.The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management. Our examination was limited to
the verification of procedures on test basis.
6.The Secretarial Audit report is neither an assurance as to future viability of the
company nor of the efficacy or effectiveness with which the management has conducted the
affairs of the company.
|
For Ranjit Ghosh & Co. |
|
Ranjit Kumar Ghosh |
|
Proprietor |
|
FCS No.:3724 |
|
C P No.:11521 |
| Date: 25th May, 2015 |
|
| Place : Howrah |
|
+91-9892691696
