MANAGEMENT DISCUSSION AND ANALYSIS
Affairs of the Company were continued to be carried out on most economical scale by
containing the expenses to minimal level. Company has implemented the Scheme of Reduction
of Capital as well decided to go for Rights Issue. In addition, there were certain
statutory complainces carried out. Overall expenses, therefore, are higher this year.
Efforts on recovery of the old dues were continued. However, due to lengthy process of
the legal system required to be followed results could not be achieved.
As the company is having no funds, pending Rights Issue Premier Ltd., the Promoters
have continued to provide the funds to the company to keep the Company going. As at 31st
March, 2014 outstanding to Premier Ltd., on this account amounted to Rs. 186.16 lakhs.
REVIVAL OF NBFC BUSINESS & FUTURE PROSPECTS
Your Directors reiterate their determination to remain in NBFC business and to do
whatever is necessary for revival of the operations of the company. For that networth has
to be regained to the. minimum required level to qualify to carry out NBFC. Business. Your
Directors are in process of implementing the plans to restructure the Equity Share
Capital.
NBFC Business has its own place in the economy of any country. Your Directors are of
the view that countrys economy will prosper in the coming years. Keeping in view that,
your Directors are of the view that your company (a listed NBFC), have promising future
business prospects.
RESTRUCTURING OF EQUITY SHARE CAPITAL
Reduction of paid-up capital
As reported last year as a first step towards restructuring of equity share capital the
Scheme of Reduction of the Share Capital was envisaged. The Members approved the scheme
of reduction of the subscribed and paid-up equity share capital of the Company by passing
a Special Resolution, at the 50th Annual General Meeting of the Company. After obtaining
No Objection from BSE Ltd., at which companys equity shares are listed, a Company Scheme
Petition .was filed with the Honble High Court, Bombay for approval of the Scheme of
Reduction of Capital. During the year under review the Honble High Court, Bombay
approved the Scheme of Reduction of Capital. The order of the Honble High Court, Bombay
was registered with Registrar of Companies, Mumbai. Necessary adjustments are carried out
in the books of accounts of the company as per the provisions of the said Special
Resolution. Value of equity share of the Company is reduced from Rs.10 per share to Re. 1
per share, and the accumulated loss as per the Balance sheet is adjusted and reduced by
Rs. 2711.44 lakhs during the year as under.
|
(Rs. In Lakhs) |
| 1. Capital Reserve |
499.83 |
| 2. Share Premium |
267.58 |
| 3. Cancelled paid up equity share capital (reduced from Rs. 2160.03 lakhs to Rs.
216.00 lakhs) |
1944.03 |
|
2711.44 |
INFUSION OF FUNDS
To achieve positive Net Worth as well as to raise the funds required for revival of the
business operations at the Extra Ordinary General Meeting of the Members of the company
held on 16th December, 2013, a Special Resolution has been passed to issue 4,32,00,512
equity shares of Re. 1 (Rupee one) each in the share capital of the company to all the
existing equity shareholders of the company, in the proportion of 2 (two) equity shares of
Re. 1 each for every 1 (one) equity of Re. 1 each i.e. in the ratio 2:1 to the equity
shareholders, whose name appears in the Register of Members as on the record date to be
decided in consultation with BSE Ltd. Actions are initiated for completing requisite
regulatory procedure and obtaining required statutory approvals. Company proposes to raise
additional funds amounting to Rs. 432 lakhs this way. This will make possible in achieving
the required level of net worth to meet regulatory norms fixed by RBI in this regard and
moderate level of own funds to start the business.
TAXATION
Return of income has been filed up to the Financial Year , 2012-13, Assessment Year
,2013-14. Assessment has been . completed up to the Financial Year 2010-11, Assessment
Year 2011-12.
FIXED DEPOSITS
Company is not accepting and has not accepted any fixed deposit within the meaning of
Section 58A of the Companies Act, 1956 and Non-Banking Financial Companies (Reserve Bank)
Directions, 1998. There were no fixed deposits outstanding at the beginning or at the end
of the year.
PARTICULARS OF EMPLOYEES
During the year, no employee of the Company was in receipt of remuneration in excess of
the prescribed ceiling and as such the information required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has not
been given.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the Directors state,
a. That in the preparation of the Annual Accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departure, if any;
b. That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company as at the end of the
financial year;
c. That the Directors have taken proper and sufficient care for the maintenance of
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. That the Directors have prepared the Annual Accounts on a going concern basis;
As disclosed in note no 15.14 to the accounts during the year company had only one
reportable business segment i.e. NBFC business as per Accounting Standard 17 of the
Institute of Chartered Accountants of India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING
a. The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 require disclosure of particulars regarding conservation of energy in Form A and
technology absorption in Form B prescribed by the Rules. Your Company not being a-
manufacturing company is advised that Forms A and B are not applicable.
b. There has been no foreign exchange outflow or earnings in the current year.
COMPLIANCE REPORT ON CORPORATE GOVERNANCE
As a part of this Annual Report, the report on compliance with Clause 49 of the Listing
Agreement relating to Corporate Governance is enclosed as Annexure, along with Corporate
Governance Compliance Certificate thereon from statutory Auditors of the company.
DIRECTORS
The Board regret to report that Shri P. S. More, an Independent Director of the company
expired on 1 st August, 2013. The Board places on record its appreciations of the valuable
services rendered by Shri P. S. More, as an Independent Director and also a member of the
"Audit" & "Investors & Shareholders Grievance Redressal"
Committees and Chairman of Remuneration Committee of the Board.
Shri Jatin D. Jhaveri has been appointed on 28th March, 2014 as an Independent Director
in place of the causal vacancy caused by demise of Shri P. S. More.
Shri Jayesh Dadia was appointed as an additional director on Board on 16th December,
2013. He holds office of Director of Board upto the date of ensuing Annual General
Meeting. A notice in writing proposing his candidature for the office of Director, under
the Provision of section 160(1) of the Companies Act, 2013 has been received.
Shri Ramesh M. Tavhare, Director resigned from the Board of the Company on 28th March,
2014. The Board places on record its appreciations of the valuable services rendered by
Shri Ramesh M. Tavhare as Director.
The Directors are advised that as per provisions of section 149 (4), of the Companies
Act, 2013 every listed public company shall have at least one third of total number of
directors as Independent Director as per section 149 (10) of the Companies Act, 2013,
Independent Directors shall hold office for a term up to 5 consecutive years on the Board
of the Company and the Independent Directors are not liable to retire by rotation as per
explanation of sub section 6 of Section 152 of the Companies Act, 2013.
Shri Jatin D. Jhaveri and Shri K. D. Mankikar are appointed by the Board as Independent
Directors as per requriment of Clause 49 of Listing Agreement. It is proposed to appoint
them as Independent Directors under Companies Act, 2013. If appointed, their appoinment
will be for the period of 5 years and they will not be liable to retire by rotation.
Shri M. D. Adhikari, Director retires by rotation and being eligible offer himself for
reappointment.
AUDIT COMMITTEE
At present the Audit committee is headed by Shri Jatin D. Jhaveri, an Independent
Director as a Chairman. Other members of the Audit Committee are Shri K. D. Mankikar, an
Independent Director and Shri Jayesh Dadia, a Director.
AUDITORS
M/s. M. B. Agrawal & Co., Chartered Accountants, holds office until the conclusion-
of the ensuing Annual General Meeting of the Company and shall accordingly retire at the
conclusion of the Meeting. The Company has received a consent letter from them to the
effect that their appointment for the financial year 2014 - 2015, if approved, at the
ensuing Annual General Meeting would be within the limits prescribed in Section 141(3)(g)
of the Companies Act, 2013 and were not disqualified for such appointment. Accordingly,
M/s. M. B. Agrawal & Co., Chartered Accountants, is proposed to be appointed as
Auditors of the Company at the ensuing Annual General Meeting.
APPRECIATION
The Directors wish to place on record their sincere appreciation to the Companys
valued shareholders and associates for their continued support to the Company. The
Directors place on record their sincere gratitude and appreciation to the employees of the
Company for the hard work and commitment exhibited throughout the year.
For and on behalf of the Board of Directors
|
J. H. SHAH |
|
CHAIRMAN |
| Place: Mumbai |
|
| Date: 13th August, 2014 |
|
| REGISTERED OFFICE: |
| PAL Credit & Capital Limited |
| Amarsons Bhavan, 3rd Floor, |
| Shri Vile Parle K.V.O. Seva Samai, |
| 68, Misquitta Street, Vile Parle (East), |
| Mumbai-400 057 |
| Tel/Fax no: 022-2612 6875 |
| Website: www.palcc.co.in |
| Email: investors@palcc.cc.in |
| CIN No. L51010MH1962PLC012287 |
+91-9892691696
