Your Directors present the THIRTY-THIRD ANNUAL REPORT of the Company together
with the Audited Statements of Accounts for the year ended 31st March, 2017.
1. FINANCIAL RESULTS
|
Amount (Rs Lacs) |
|
Year ended 31st March, 2017 |
Year ended 31st March, 2016 |
| Profit/Loss for the year |
0.34 |
48.46 |
| Add: Reversal of provision in diminution in value of investments no longer required |
-- |
-- |
|
0.34 |
48.46 |
| Profit/(Loss) before Depreciation |
(2.08) |
(10.71) |
| (Add)/Less: Depreciation |
0.10 |
0.10 |
| Profit/(Loss) Before Tax |
(2.18) |
(10.81) |
| (Add)/Less: Provision for |
|
|
| Taxation |
-- |
-- |
| Prior Years’ Tax Adjustment |
-- |
-- |
| Profit/(Loss) after Tax |
(2.18) |
(10.81) |
| Add/(Less): Losses brought forward from previous year |
(2,885.58) |
(2,874.77) |
| Surplus/(Deficit) carried to |
|
|
| Balance Sheet |
(2,887.76) |
(2,885.58) |
2. DIVIDEND
In view of the accumulated losses, the Directors do not recommend any dividend for the
year under report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change, in the nature of business of the Company.
4. MANAGEMENT ANALYSIS
The Company continued to be impeded by the restrictions for pursuing any activity of a
Non-Banking Finance Company, as imposed by the Reserve Bank of India. Other income was
mainly on account of rent received. However, the quantum of revenues generated being
nominal, it was inadequate to discharge the liabilities. In the absence of any employee on
the payrolls, the Company continued to rely on the honorary help rendered by the personnel
of Associate Companies, without any obligation, legal or otherwise, arising on the Company
on account of such help being accepted by it, or any kind of binding on such personnel,
legal or otherwise, on account of their rendering such help to the Company.
5. NOTE ON STATE BANK OF INDIA MATTERS
As reported earlier, the Company had offered a One-Time Settlement of about Rs.7.50
lacs to State Bank of India (SBI) in respect of its Dividend Warrant Account liability.
The matter was pending before the Debt Recovery Tribunal (DRT). DRT found no merit in
the application of SBI and declared the matter as closed with an option to re-open the
same if SBI could identify further assets of the Company.
6. MATERIAL CHANGES DURING THE FINANCIAL YEAR AS WELL AS BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT
During the year under report, the Promoters of the Company disinvested 27,19,843 equity
shares, which constituted 41.84% of the paid-up capital. The disinvestments were made to
two acquirers of whom one is a Director of the Company and the other is a body corporate.
Subsequent to the acquisitions by the two acquirers, the Promoter Group has changed.
There has been no material change between the end of the Financial Year and the date of
the Board Report.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS
There are adequate internal control procedures commensurate with the size of the
Company and the nature of its business, for the purchase of inventory and fixed assets and
for the sale of goods.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES
As on the date of this Report, the Company has no Subsidiary/Joint Ventures.
9. ASSOCIATE COMPANIES
As on the date of this Report, the Company has 1 (one) Associate. A statement
containing the salient features of the financial statements of the Associate, prepared in
the prescribed format viz Form AOC-1 is attached as part of the Financial Statements of
the Company.
10. FIXED DEPOSITS/NON-CONVERTIBLE DEBENTURES
As reported earlier, in the light of various restrictions, the Company was unable to
generate any income which could be deployed for repayment of the deposits as well as
non-convertible debentures (NCDs). Further, the Company’s application to the Company
Law Board for revision in the Schedule of Repayments is still pending approval. During the
year under report, 5 deposits amounting to Rs.67,000/- have been repaid.
11. REDEMPTION OF PREFERENCE SHARES
As reported earlier, 12,00,000 10% Cumulative Preference Shares of Rs 10/- each fully
paid-up, aggregating Rs 1.20 crores, allotted by the Company in 1998, were redeemable at
par on 31st March, 2003. However, on account of acute financial crisis being faced by the
Company, the repayment was not done.
Further, the Company was unable to issue any equity shares to facilitate such
redemption.
12. AUDITORS
As per the provisions of Section 139 of the Companies Act, 2013, the term of office of
M/s M.D.Pandya & Associates, Chartered Accountants, as Statutory Auditors of the
Company will come to an end from the forthcoming Annual General Meeting. The Board, of
Directors places on record its appreciation of the services rendered by M/s M.D.Pandya
& Associates as Statutory Auditors of the Company.
Subject to the approval of the members, the Board has recommended the appointment of
M/s Mayur Mahesh Shah & Co., Chartered Accountants, Mumbai, bearing ICAI Registration
No.117604W, as Statutory Auditors of the Company for a period of 5 (five) years from the
conclusion of the forthcoming Annual General Meeting till the conclusion of the
Thirty-Eighth Annual General Meeting to be held in the calendar year 2022.
A resolution proposing the appointment of the Statutory Auditors forms part of the
accompanying Notice. Your Directors recommend the appointment of the Statutory Auditors.
13. AUDITORS’ REPORT
The Auditors have made certain observations in their Report on compliances not made by
the Company. As explained earlier, despite the rejection by the Reserve Bank of India
(RBI) of the Company’s application for registration as a Non-Banking Financial
Company (NBFC) and the consequential restrictions imposed by RBI, the Company continued to
carry on activities of an NBFC, in terms of a legal opinion obtained, for the limited
purpose of discharging its liabilities, including repayment to the depositors, and to meet
administrative overheads. Hence, the Accounts have been prepared on a going concern basis.
This has been further explained in Note 15(2) under Notes to Accounts.
Further, the Company has also been legally advised that in the light of RBI’s
rejection referred above, the applicability of the various provisions of "Prudential
Norms Directions" does not arise. Hence, Prudential Norms for Income Recognition,
Assets Classification and Provisioning for Non-Performing Assets have not been followed.
As regards repayment of deposits, in compliance of the Order passed by the Company Law
Board (CLB), read together with the Corrigendum issued thereunder, as also the repayment
of Non-Cumulative Debentures, in terms of the Schedule prepared therefor, the developments
in respect thereof during the period under report have been explained separately, as well
as in Note 15(5)(a) and 15(5) (b) under Notes to Accounts.
As regards the observation regarding disqualification of Directors, for appointment as
Directors, in terms of Section 164(2) of the Companies Act, 2013, the Board was revamped
and the present Directors offered themselves for appointment with the sole intention of
co-ordinating with the Promoters of the Company in their efforts to discharge the
Company’s liabilities expeditiously, notwithstanding that such appointment would
attract disqualification under the said Section, as stated herein and as observed by the
Auditors.
14. SHARE CAPITAL
During the year under report, the Company has not issued any shares.
15. NOMINATION AND REMUNERATION COMMITTEE, RISK MANAGEMENT COMMITTEE OR ANY OTHER
COMMITTEE
The Company is not paying remuneration to its Directors and hence has not constituted
any Remuneration Committee.
Further, in the absence of any commercial activities as well as means of revenue
generation, constitution of any Committee to monitor the activities is not feasible and
hence not constituted.
16. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return prepared in Form MGT-9 in pursuance of Section 92 of
the Companies Act, 2013 is annexed and forms part of this Report.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
Given the nature of business being retailing, providing information with regard to
conservation of energy and technology absorption as required under Section 134 of the
Companies Act, 2013 and the Rules thereunder and hence information in this regard is not
required to be furnished. Further, the Company neither used nor earned any foreign
exchange during the year under report.
18. CORPORATE SOCIAL RESPONSIBILITY
In the absence of any commercial activity for the last several years and the huge
accumulated losses being suffered by the Company, the Company has not been able to take up
any project as part of Corporate Social Responsibility and hence disclosures thereon in
compliance of the provisions of clause (o) of Section 134(3) of the Companies Act, 2013
read together with Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014
have not been made.
19. DIRECTORS
In terms of the Articles of Association of the Company, Mr.P.Krishnan retires at the
ensuing Annual General Meeting.
The Company has received a notice in writing from a member proposing the candidature of
Mr.P.Krishnan for appointment as Independent Director. The Company has received
declaration from Mr.Deepak Sheth confirming that he meets with the criteria of
independence as prescribed under of Section 149(6) of the Companies Act, 2013. Your
Directors recommend the appointment of Mr.P.Krishnan as Independent Director.
Mr.S.K.Nandi, Independent Director, acquired 11,53,793 equity shares of the Company
which constituted 17.75% of the paid-up equity capital. By virtue of the acquisition the
status of Mr.S.K.Nandi changed from an Independent Director to a Promoter Director.
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 2016-2017, the Board of Directors met four times viz. on 30th
May, 2016; 12th August, 2016, 11th November, 2016 and 30th
January, 2017.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not granted any loans, secured or unsecured to companies, firms or
other parties covered in the register maintained under Section 189 of the Companies Act,
2013 and hence no information is required to be furnished.
Details of investments in all bodies corporate are given in Note 8 in the Financial
Statements.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any contract with any related party.
23. MANAGERIAL REMUNERATION
The Company has not paid remuneration to the Key Managerial Personnel.
24. COST AUDIT REPORT
Given the nature of the Company’s activities, the provisions relating to
submission of Cost Auditors’ Report do not apply to the Company.
25. CORPORATE GOVERNANCE
A report on Corporate Governance is included as a part of this Annual Report alongwith
a certificate from the Company’s Auditors.
26. PARTICULARS OF EMPLOYEES
During the year under report, there was no employee of the category mentioned in
Section 134 and the Rules thereunder and hence information in this regard is not required
to be furnished.
27. DIRECTORS’ RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, the Directors hereby
confirm that:
1. In the preparation of the Annual Accounts, the applicable accounting standards have
been followed;
2. They 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 your Company at the end of the financial year covered under
this Report and of the Profit of your Company for the year;
3. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
4. The Annual Accounts have been prepared on a going concern basis.
5. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.
6. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively.
28. ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of appreciation of the devoted
and diligent services rendered by personnel of Associate Companies at all levels and the
co-operation extended by them. The Board also wishes to place on record its gratitude to
the Company’s Bankers.
|
|
FOR AND ON BEHALF OF THE BOARD |
|
S.K.NANDI |
V.M.SATYAN |
| Mumbai |
DIRECTOR |
DIRECTOR |
| Dated: 20th May, 2017 |
DIN: 00075702 |
DIN: 00076016 |
+91-9892691696
