Nicco Uco Alliance Credit Ltd

BSE: 2258 | NSE: 523209 | ISIN: INE917B01015 
Market Cap: [Rs.Cr.] 6.79 | Face Value: [Rs.] 10
Industry: Finance & Investments

Management Discussions
Management Discussion And Analysis Report

OVERVIEW AND INDUSTRY STRUCTURE & DEVELOPMENTS:

During the year under review the Company could not carry on any fund based business isLeasing and H.P. due to cancellation of Certificate of registration by Reserve Bank ofIndia. However, maximum efforts has been given for recoveries from N.P.A/ written offparties.

OPPORTUNITIES,THREATS, RISKS, CONCERNS, PEFFORMANCE AND OUTLOOK:

The entire efforts of the company continued to be directed towards managing itsliabilities. Cancellation of the Certificate of Registration by Reserve Bank of India hasresulted in discontinuation of fund based business which was the primary source of incomeof the company. Net owned fund of the company has been completely wiped out due to heavyloss incurred by the company in last few years.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your company has an effective system of accounting and administrative control supportedby an internal audit system with proper and adequate system of internal check and controlto ensure safety and proper recording of all assets of the company. In current yeardeficiency in Internal Control System in certain areas were noted and steps have beentaken to remove them.

DISCUSSION OF FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Attention is drawn to the report of the Directors in general and issues discussed underthe head "Operations" in particular and comments under the head"Operations, Threats, Risks, Concerns, Performance and Outlook". The Company'sfinancial position is critical and a combined effort of secured creditors, F.D. holdersand shareholders may improve the position in the long run.

HUMAN RESOURCES:

The relation with employees continues to be cordial and harmonious.

ANNEXURE TO THE DIRECTORS' REPORT CORPORATE GOVERNANCE

(As required by Clause 49 of the Listing Agreement of the Stock Exchanges)

1. Company's Philosophy

Nicco Uco Alliance Credit Ltd. is complying with all the requirements of Clause 49 ofthe Listing Agreement of the Stock Exchange.

Though the license of the company as NBFC has been cancelled by RBI, still the companyprovides the information as asked by RBI from time to time.

2. BOARD OF DIRECTORS

The Board of Directors of the Company oversees the business operations of the Companyheaded by Chairman. The day to day business operations are managed by Managing Directorand Chief Financial Officer, and supported by other senior officials.

A. Constitution of Board of Directors and related information

The present Board comprises of a Chairman, who is neither an Executive nor a Promoter,Managing Director and four non-executive directors, of which three are independentdirectors forms the full strength of six directors on the Board.

Table 1 : Details about Nicco Uco Alliance Credit Ltd.'s Board of Directors

SI. No. Name of Director Categbry of Directorship No. of Board Meetings Attended Attendance at last AGM No. of other Director-ships No. of shares held in the Company
1. Hon'ble Justice N. K. Bhattacharyya (Retired) Chairman 6 Yes
2. Mr. L. N. Kaul Managing Director & Company Secretary 6 Yes 1
3. Mr. Kartick Kumar Chatterjee Non-Executive Director 6 Yes 180
4. Mr. Biswajit Roy Non-Executive Independent Director 5 No
5. Mr. Debdatta Saila Non-Executive Independent Director 6 Yes
6. Mr. Bimalendu Sankar Gupta Non-Executive Independent Director 6 Yes -

None of the directors on the Board are related to one another.

The Company did not have any pecuniary relationship or transactions with thenon-executive directors during the period under review except in case of Justice N, K.Bhattacharyya (Retd.), Chairman.

B. Code of Conduct

A Code of Conduct as formulated and adopted by the Board of Directors is reproducedhereinunder :-

Board Members and Senior Management personnel will:

• Act in the best interest of and fulfill their fiduciary obligations to NiccoUco's Stakeholders;

• Act honestly, fairly, ethically and with integrity;

• Conduct themselves in a professional, courteous and respectful manner;

• Comply with all applicable laws, rules and regulations;

• Act in good faith, responsibility, with due care, competence and diligence,without allowing their independent judgement to be subordinated;

• Act in a manner to enhance and maintain the reputation of NUACL;

• Disclose potential interest that they may have regarding any matters that maycome before the Board and abstain from discussion and voting on any matter in which theDirector has or may have a conflict of interest;

• Make available to and share with fellow Directors information as may beappropriate to ensure proper conduct and sound operation of Nicco Uco Alliance Credit Ltd.and its Board of Directors;

• Respect the confidentiality of information relating to the affairs of theCompany acquired in the course of their service as Directors and as Senior Managementpersonnel except when authorised or legally required to disclose such information and

• Not use confidential information acquired in the course of their service asDirectors and as Senior Management personnel for their personal advantage.

All Board Members and Senior Management personnel shall affirm compliance with the Codeon an annual basis.

A declaration from the Managing Director that all Board Members and Sr. ManagementPersonnel have duly complied with the Code of Conduct for the financial year ended March31, 2010 forms part of this Annual Report.

C. Number of Board Meetings

During the year, 2009-2010 Board Meetings were held on 29th April, 2009, 17th June,2009, 30th June, 2009, 31st July, 2009, 30th October, 2009, 30th January, 2010.

D. BOARD PROCEDURE

Information supplied to the Board

Among others, this includes :

a. review of annual operating plans of businesses, capital budgets, updates,

b. quarterly results of the Company and its operating divisions or business segments,

c. minutes of meeting of audit committee and other committees,

d. information on recruitment and remuneration of senior officers just below the Boardlevel,

e. materially important show cause, demand, prosecution and penalty notices,

f. fatal or serious accidents or dangerous occurrences,

g. any materially relevant default in financial obligations to and by the Company,

h. any issue which involves possible public or product liability claims of asubstantial nature,

i. significant labour problems and their proposed solutions,

j. significant development on the human resources and industrial relations fronts,

k. sale of material nature of investments, subsidiaries, assets, which is not in thenormal course of business,

I. non-compliance of any regulatory or statutory provision or listing requirements aswell as shareholder services such as non-payment of dividend and delays in share transferand

m. Details of any deal with foreign financiers or collaboration agreements.

The Board of Nicco Uco Alliance Credit Ltd. is routinely presented with all informationunder the above heads whenever applicable and materially significant. These are submittedeither as part of the agenda papers well in advance of the Board Meetings or are tabledduring the course of the Board Meetings.

D. Remuneration of Directors :

Sitting Fees, Salary, Perquisites and Commissions

Table 2 gives the details of the remuneration package of Directors and theirrelationships with each other.

Table 2 : Remuneration paid or payable to Directors during the Financial year 2009-2010

Name of Directors Relationship with other Directors Sitting fees Commission or Profits Salary (Basic) Contribution to PF/SAF Perquisites and other allowances Total
Hon'ble Justice N K. Bhatacharyya (Retired) None 0.24 N.A. N A. N.A. N.A. 0.24
Mr. L. N. Kaul * None Nil N A. 6.72 1.82 0.01 8.55
Mr. Kartick Kumar Chatterjee None 0.42 N.A. N A N.A. N.A. 0.42
Mr. Biswajit Roy None 0.20 N.A. N.A. N.A. N A 0.20
Mr. Debdatta Saila None 0.39 N.A. N.A. N.A. N.A 0.39
Mr. Bimalendu Sankar Gupta None 0.42 N A. N A. N.A. N A 0.42

* (1) The Service contract of Managing Director & Company Secretary was for twoyears and it expired 14th April, 2010 Board renewed it further for 3 years from 15thApril, 2010 to 14th April, 2013

(2) Notice period is 6 months from either side or 6 months salary in lieu thereof.

(3) There is no stock option extended to any director/executive.

E. Non-Executive Directors

Sitting fee of Rs. 3000/- is paid to Non-Executive Directors for attending committeemeetings and Rs 4000/- for attending Board Meetings. Chairman had been provided an officeadmeasuring 500 sq.ft. w.e.f 1st July, 2006 and telephone bill in full and electricitybill in part and minor expenses on office maintenance is being reimbursed. This wasnecessary so as to continue to have his guidance and advice However, of late Chairman dueto indifferent health has vacated Chiarman's office from 1st March, 2010.

3. AUDIT COMMITTEE

1. Constitution of Audit Committee and related information

The Audit Committee of the Board comprises of three non-executive directors of whichtwo are independent directors The Committee met five times during the year and attendanceof the members at these meetings were as follows

Table 3 : Attendance record of Audit Committee Members

SI No. Name of the Member Status No of Meetings attended
1 Mr. D. Saila Chairman 5
2. Mr. K. K. Chatterjee Member 5
3. Mr B. S Gupta Member 5

The Statutory Auditor, Managing Director & Company Secretary, Chief FinancialOfficer and Deputy General Manager are invitees to the Audit Committee Meetings

Managing Director & Company Secretary acts as Secretary to Audit committee and alsoas invitee to the Audit Committee Meeting as a Managing Director.

II. Meetings

During the financial year ended March 31, 2010, the Audit Committee met on followingdates -28th May, 2009, 30th June, 2009, 31st July, 2009, 30th October, 2009, 30th January,2010.

III. Terms of reference :

Terms of reference of Audit Committee of the Board of Directors are as per therequirement of listing agreement as well as Company's Act, 1956 and includes the following-

a) To investigate into any matter in relation to the items specified in Section 292A ofthe Companies Act, 1956, or referred to it by the Board and for this purpose, shall havefull access to information contained in the records of the Company

b) To investigate any activity within its terms of reference

c) To seek information from any employee.

d) To obtain outside legal or other professional advice.

e) Overseeing of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct, sufficient andcredible

f) Recommending the appointment and removal of external Auditors, fixation of Audit feeand also approval for payment for any other services

g) Reviewing with the management the annual financial statements before submissions tothe Board, focusing primarily on -

- Any changes in accounting policies and practices

- Major accounting entries based on exercise of judgement by management

- Qualifications in draft audit report

- Significant adjustments arising out of audit

- The going concern assumption

- Compliance with accounting standards

- Compliance with stock exchange and legal requirements concerning financial statements

- Any related party transactions, i e transactions of the company of material nature,with promoters or the management, their subsidiaries, or relatives, etc , that may havepotential conflict with the interest of the company at large

- Compliance with RBI prudential norms guidelines on income recognition, provisioning,capital adequacy concentration of investment norms etc

h) Reviewing with the management, external auditors, the adequacy of internal controlsystems

i) Reviewing the adequacy of internal audit function, including reviewing internalaudit report with internal auditor on any significant findings and fallow up thereon

j) To look into the reasons for substantial defaults in the payment to the depositors,debenture holders, shareholders (in case of non-payment of declared dividends) andcreditors

k) Reviewing with the auditors periodically about internal control systems, the scopeof audit including the observations of the auditors and review the quarterly, half-yearlyand annual financial statements before submission to the Board

I) Company does not have financial and risk management policies

4. Remuneration Committee

Remuneration Committee consists of the following Directors

1 Mr D Saila - Chairman
2 Mr Kartick Kumar Chatterjee - Member
3 Mr B S Gupta - Member
4 Mr Biswajit Roy - Member

No meeting of Remuneration Committee was held in the Financial Year 2009-10

5. Shareholder Grievance Committee

Shareholder Grievance Committee consists of the following two Non-Executive Directorsand Managing Director

1 Mr B S Gupta - Chairman
2 Mr K K Chatterjee - Member
3 Mr L N Kaul - Member

One meeting of Shareholders' Grievance Committee was held during the year viz 31stMarch, 2010 It was attended by full strength of the Committee.

All investors' complaints are being dealt by Mr L N Kaul, Managing Director &Company Secretary and Compliance Officer The Shareholders' Grievance Committee wasapprised of each complaint in the meeting and appropriate direction was obtained.

Table - 4 Number and Nature of complaints regarding shares during the year April 1,2009 to March 31,2010

Type of Complaint Total Complaints Received Complaints Redressed Redressal under Process
Correspondence / Complaints regarding Dividend (Non-receipt of Dividend, correction of Bank Mandate details, etc)
Correspondence / Complaints regarding shares (Non-receipt of shares after transfer / transmission correction of names, consolidation / sub-division, non-receipt of credit of dematted shares, exchange of shares and general transfer correspondence) 17 17
Miscellaneous correspondence/ complaints received other than above category 3 3
Total 20 20

* Note : The Company endeavours to settle all shareholder complaints in the minimumpossible time.

The Company confirms that there were no share transfers lying pending as on 31.03.2010,and all requests for dematerialisation and re-materialisation of shares as on that datewere confirmed / rejected in NSDL / CDSL system.

The Company has no material non-listed Indian Subsidiary Company as per definition inSub-Clause 3 of Clause 49 of listing agreement. Hence, the requirement as spelt out insaid Sub-Clause will not be applicable.

6. General Body Meetings

Table - 5 : The last three AGMs were held as under:

Financial Year Date Time Venue
2006-2007 28.09.2007 09.30 AM Bengal National Chamber of Commerce & Industry 23, Sir R. N. Mukherjee Road, Kolkata-700 001
2007-2008 26.09.2008 10.30 AM Bengal National Chamber of Commerce & Industry 23, Sir R. N. Mukherjee Road, Kolkata-700 001
2008-2009 23.09.2009 10.30 AM Bengal National Chamber of Commerce & Industry 23, Sir R. N. Mukherjee Road, Kolkata-700 001

In the Annual General Meetings held in financial years 2006-2007, Special Resolutionswas passed but in the financial years 2007-2008 and 2008-2009 no such Resolution werepassed.

There is no proposal to pass any Special Resolution by way of Postal Ballot in theensuing Annual General Meeting.

7. Disclosures

There were no materially significant transactions made by the Company with itspromoters, directors or management, their subsidiaries or relatives etc. that may havepotential conflict with the interest of the company at large. The Register of Contracts isplaced before the board regularly for its approval.

Disclosures on related party transactions, as per Accounting Standard 18 issued by theInstitute of Chartered Accountants of India, is detailed in Point no. 5 in Schedule-15B ofAnnual Accounts for the year 2009-10.

There has been no non-compliance by the Company and no penalties and strictures havebeen imposed on the Company by Stock Exchange or SEBI or any statutory authority on anymatter related to capital markets during the last 3 years.

8. Means of Communication

Quarterly, Half yearly and Yearly results of the company are promptly sent to the StockExchanges and published in prominent daily newspapers viz. The Echo of India and AarthikLipi (Bengali) newspaper.

9. General Shareholders' Information

I. Annual General Meeting is proposed to be held on Wednesday, the 29th September,2010.

Time : 10.30 A.M.

Venue : Bengal National Chamber of Commerce & Industry, 23, Sir R. N. MukherjeeRoad, Kolkata - 700 001.

Book Closing : Tuesday, the 21st Sept.'10 to Wednesday, the 29th Sept.'10.

II. The Company has furnished information as required by Clause 49 of the ListingAgreement of the Stock Exchange, relating to the re-appointment of directors. Shareholdersmay kindly refer to Annexure-A appearing after the Explanatory Statement convening the26th Annual General Meeting of the Company. Besides, age, educational qualification andexpertise in specific functional areas, the names of companies in which these Directorsalso holds directorship and the Chairmanship / Membership of Committee of the Board aregiven separately including their shareholdings, if any.

III. Financial Calendar

Financial year # 1st April to 31st March
For the year ended 31st March, 2010 results announced on
First Quarter # July 2009
Half Yearly # October 2009
Third Quarter # January 2010
Fourth Quarter and Annual (Audited) # May 2010
For the year ended 31st March, 2011 results are expected to, be announced on :
First Quarter # July 2010
Half yearly # October 2010
Third Quarter # January 2011
Fourth Quarter (Audited) # May/June 2011

10. Dates of Book Closure

The Share Transfer Books and Register of Members of the Company will remain closed fromTuesday, the 21st September, 2010 to Wednesday, the 29th September, 2010 (both daysinclusive).

11. Dividend Payment

In view of the present financial condition of the company, no dividend is recommendedfor the financial year 2009-2010.

12. Listing of Equity Shares on Stock Exchanges, etc.

The Company's shares are listed on the Stock Exchange in Mumbai only and the listingfees for the period 2010-2011 have been paid.

Stock Code:

Name of the Stock Exchange Stock Code
Physical Demat
The Stock Exchange, Mumbai 23209 523209

Table - 6 : NUACL Share Price vis a vis BSE Sensex April, 2009 - March, 2010

Month NUACL Share Price in BSE BSE Sensex
High (Rs.) Low (Rs.) High Low
April 2009 1.00 0.65 11492.10 9546.29
May 2009 1 32 0.72 14930.54 11621.30
June 2009 1.82 1.15 15600.30 14016.95
July 2009 1.36 0.98 15732.81 13219.99
August 2009 1.20 0.92 16002.46 14684.45
September 2009 1.37 1.03 17142.52 15356.72
October 2009 1.28 0.92 17493.17 15805.20
November 2009 1.13 0.87 17290.48 15330.56
December 2009 1.20 0.89 17530.94 16577.78
January 2010 1.90 1.06 17790.33 15982.08
February 2010 1.60 1.39 16669.25 15651.99
March 2010 1.78 1.35 17793.01 16438.45

13. Distribution of Shareholding as on March 31st, 2010 Table - 7

Category of Shares Nos. of Holders % Total Shares %
1 - 100 16616 58 17 951648 2 37
101 -500 8309 29.25 1911847 4 76
501 - 1000 1800 6 30 1457477 3 63
1001 -5000 1402 4.91 3386249 8 44
5001 - 10000 216 0 76 1690576 4 21
10001 & Above 222 0 77 30748976 76 59
Total : 28565 100.00 40146773 100.00

14. Pattern of Shareholding as on March 31st, 2010 Table - 8

SI. No. Category Nos. of Equity Shares held Percentage of Shareholding
A. Promoters' holding
1 Promoters
- Indian Promoters 9372809 23 35
- Foreign Promoters Nil Nil
2 Persons acting in concert 1609371 4 01
Sub Total: 10982180 27.36
B. Non-Promoters' Holding:
3 Institutional Investors
a Mutual Funds & UTI 2080 0 01
b Banks, Financial Institutions, Insurance 1985929 4 95
companies (Central/State Govt. Institutions/
Non-governmental Institutions)
c FIIS 250 0 00
Sub Total: 1988259 4.95
4 Others :
a Private Corporate bodies 11079860 27 60
b Indian Public 13349537 33 25
c NRIs/OCBs 775509 1 93
Any Others
d Foreign Body Corporates 1971428 4 91
Sub Total: 27176334 67.69
GRAND TOTAL 40146773 100.00

15. Dematerialisation of Shares

As on March 31, 2010, 58 84 % of the Company's total shares representing 23621492shares were held in dematerialised form and the balance 41.16 % representing 16525281shares were held in physical form.

16. Share Transfer Committee

Meeting of Share Transfer Committee consisting of Managing Director and CompanySecretary, Chief Financial Officer are held on a fortnightly basis to ensure that allmatters relating to transfer of shares, issue of duplicate certificates and certificatesafter splits / consolidation./ renewal and rematerialisation of shares are processed anddespatched within 30 days from the date of receipt as per the requirement of listingagreement. A brief report alongwith status of transfers of important nature is reported tothe Board regularly and the Minutes of Share Transfer Committee is placed before the Boardregularly for information.

17. Dedicated e-mail for redressing the complaints by investors :

Pursuant to amendment in the Listing Agreement by insertion of Clause 47(f), a newe-mail ID has been opened viz. nuaclcomplaints@yahoo.com so that the shareholderscan directly send their complaints/queries on e-mail and the Co

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Future Data Not present
Key Information

Key Executives:

Debdatta Saila , Chairman

Lakshmi Narain Kaul , Managing Director & Company Se

Kartick Kumar Chatterjee , Director

Bimalendu Sankar Gupta , Director


Company Head Office / Quarters:

Nicco House,
2 Hare Street,
Kolkata,
West Bengal-700001
Phone : West Bengal-91-033-66285260/5261 / West Bengal-
Fax : West Bengal-91-033-66285262/2230-9443 / West Bengal-
E-mail : nufslcal@gmai.com
Web :

Registrars:

R & D Infotech Pvt Ltd
7A Betala Road,1st Floor, ,Kolkata - 700 026

 
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