For the year ended 31st March 2016
The directors hereby present their 32 nd Annual Report together with the auditedstatement of accounts for the year ended 31st March 2016.
|1. FINANCIAL RESULTS || ||Rs. In Lacs |
| ||2015-16 ||2014-15 |
|Loss : For the year ||(958.17) ||(7033.40) |
|Add : Balance of loss brought from last year ||(60766.93) ||(56898.40) |
|Adjustment on account of Depreciation ||- ||(43.23) |
|Adjustment on account of Reduction in Share Capital ||3.64 ||3208.10 |
|Transfer to Balance Sheet ||(61721.46) ||(60766.93) |
2. DIVIDEND :
In view of the loss your Directors regret their inability to recommend any dividendfor the year under review.
3. OPERATIONS :
There was income of Rs. 24.07 lacs in the current year arising out of dividendelectricity generation from windmill and bank interest. In the year under review therewas no realization from defaulting parties but in the current year renewed efforts wouldbe made for recovery of outstandings.
As recorded in the previous year's report provisioning of interest on account of Fixeddeposit was discontinued as entire fixed deposit was converted into equity share as perthe Scheme approved by the Hon'ble High Court Calcutta. In the year under reviewprovisioning of interest on loan from Consortium of Banks and International FinanceCorporation Washington (IFCW) had been discontinued because one time settlement had almostbeen reached and as per the terms of discussion on settlement question of paying intereston the loan amount does not arise. Resultantly loss of Rs.7033.40 lacs incurred in theprevious year had substantially been reduced to Rs. 958.17 lacs in the year under review.
In the previous year's report we had mentioned about the reduction of the existingequity shares from Rs. 10/- each to Rs. 2/- each and issuance of equity share of Rs. 2/-each to fixed deposit holders on their principal amount due on 24.2.2015 by convertingdeposit into equity shares as per the Scheme approved by the Hon'ble High Court Calcutta.BSE Ltd. had approved listing of these shares on 24.9.2015 and gave their trading approvalon 8.3.2016.
The case filed by the Consortium of Banks in DRT Kolkata was being contested by theCompany on the ground of maintainability and Contempt proceedings against the company andits Directors in the Board in 2005-06 was also opposed and the matter is pending. Anothercase in DRT Kolkata had been filed by UCO Bank for the funding of Mehta Transport deal;AXIS Bank and Indusind Bank for their respective Securitised loan had filed separatesuits in DRT Chennai; IFCI not being part of Consortium of Banks had filed a separate suitin DRT Kolkata for their share of loan; IFCW had filed a suit in High Court in Calcuttafor recovery of its loan. All these cases are being contested by the Company.
Being aggrieved by DRAT Order Uco Bank with other Consortium of Banks moved aproceeding under Sarfaesi Act. Company had filed a Writ Petition before Hon'ble High Courtat Calcutta and due to some deficiency in the procedure followed by UCO Bank and othersthe said Court had Ordered that no coercive steps should be taken by Bank. Bank hadappealed against this Order which is pending.
The Company had many rounds of discussions with UCO Bank and other members of theconsortium of Banks and as it appears a favourable settlement is expected shortly. IFCWalso had shown keen interest in early settlement.
4. INVESTIGATION U/S 235 OF THE COMPANIES ACT 1956 :
As reported earlier Serious Fraud Investigation Office (SFIO) had completed theirinvestigation in the year 2010 in respect of a few cases and these are being contested bythe Company in court of law and follow up action in respect of them had been initiated.Outcome of supplementary investigation which took place in 2012 in respect of a fewspecific areas are yet to be communicated.
5. MISAPPROPRIATION OF COMPANY'S FUND :
As mentioned in earlier Report the criminal case filed against 2 ex-employees in theChief Metropolitan Magistrate's Court at Bankshall Street in the year 2011 by the DCDDKolkata Police at Lal Bazar Street on the complaint of the Company Case is progressing inthe Court. Company had also filed simultaneously money suit in the Hon'ble High Court atCalcutta against those 2 ex-employees for recovery of the funds misappropriated by themwhich is in progress. One of the employees who had moved the City Civil Court at Kolkataseeking injunction against the termination of his service is pending for hearing. Companyis trying to get the case dismissed.
6. SUBSIDIARY COMPANY :
The Company has one wholly owned subsidiary - Nicco Insurance Agents & ConsultantsLtd. the performance of which during the year under review forms part of the annexedconsolidated Financial Statement. The subsidiary does not come under the purview of theSEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 as it is not aMaterial Subsidiary as defined under regulation 16 (1)(c) of the said Regulations.
7. STATUTORY INFORMATION :
There was no employee during the year ended 31st March 2016 in respect of whom theparticulars are required to be disclosed under rules 5(2) and 5(3) of the Companies(Appointment and Remuneration) Rules 2014. However the particulars required underSection 197(12) of the Companies Act 2013 has been furnished in Annexure - D.
Since your Company has no manufacturing activities the disclosures as required underrule 8(3)(A) & (B) of the Companies (Accounts) Rules 2014 relating to conservation ofenergy and technology absorption are not applicable to it.
The Company had no Foreign exchange earnings and outgo during the year under review.
8. EXTRACT OF ANNUAL RETURN :
Pursuant to Section 134(3)(a) of the Companies Act 2013 an extract of the AnnualReturn made out in the prescribed format MGT- 9 is appended as Annexure C to this report.
9. NUMBER OF MEETINGS OF THE BOARD :
A total of five meetings of the Board of Directors of the Company were held during theyear under review the details of which are stated in the annexed Corporate GovernanceReport.
10. DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsstate that :
(a) in the preparation of the Annual Accounts for the year ended March 31 2016applicable Accounting Standards have been followed along with proper explanation relatingto material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 312016 and of the loss ofthe company for the year ended 31st March 2016;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding assets of the company and for preventing and detecting frauds and otherirregularities;
(d) the directors had prepared the accounts for the year ended March 312016 on a goingconcern concept based on legal opinion obtained pending final outcome of the appealpreferred by the Company against cancellation of Certificate of Registration by theReserve Bank of India;
(e) the directors had relied on the contention of the Management and also on the reportof the Internal Auditors (outside firm) relating to internal financial controls both ofwhich are adequate and were operating effectively. Directors have also relied onSecretarial Audit Report.
(f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
11. DECLARATION BY THE INDEPENDENT DIRECTORS :
The Company has two Independent Directors - Mr. Biswajit Roy and Mrs. Aparna Dey on theBoard of the Company who hold office
for a fixed tenure of five years and are not liable to retire by rotation. Declarationshave been received from them confirming that they met the criteria of independence as laiddown both in Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.
12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS :
The Company has not made any investments nor given any loan guarantee to any person orbodies corporate during the year under review as stipulated in section 186 of theCompanies Act 2013.
13. CORPORATE SOCIAL RESPONSIBILITY :
The Company does not come under the purview of the Corporate Social Responsibility asenvisaged in section 135 of the Companies Act 2013 read with rule 9 of the Companies(Accounts) Rules 2014.
14. VIGIL MECHANISM AND WHISTLE BLOWER POLICY :
In terms of Section 177(9) of the Companies Act 2013 read with regulation 22 of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Company hasformulated and adopted a Vigil Mechanism/Whistle Blower policy for directors and employeesto report genuine concerns and to deal with unethical behavior actual or suspected fraudor violation of Company's code of conduct or ethics policy aiming inter alia atproviding adequate safeguards against victimization of directors and employees or anyother person who avail the mechanism and also providing for direct access to thechairperson of the audit committee in appropriate and exceptional cases.
15. RELATED PARTY TRANSACTIONS :
There were no materially significant related party transactions - within the meaning ofregulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 - by the Company with the Promoters Directors Key Managerial Personnel or otherdesignated persons during the year under review warranting disclosure under section 188 ofthe Companies Act 2013 read with Companies (Meeting of Board and its Powers) Rules 2014.
16. CORPORATE GOVERNANCE :
The Company complied with the Code of Corporate Governance as laid down in the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 and a report onCorporate Governance for the year under review together with a certificate from Company'sAuditors confirming compliance of the Codes is annexed which forms part of the BoardReport.
17. BOARD EVALUATION :
The Board has carried out an annual evaluation of its own performance the Directorindividually as well as the evaluation of the functioning of various Committees. TheIndependent Directors also carried out the evaluation of the Chairman and Non-IndependentDirectors the details of which are covered in the Corporate Governance Report.
18. CRITERIA FOR EVALUATION OF DIRECTORS :
For the purpose of proper evaluation the Directors of the Company have been dividedinto 3 (three) categories i.e. Independent NonIndependent & Non-Executive andExecutive.
The criteria for evaluation includes factors such as engagement strategic planning andvision team spirit and consensus building effective leadership domain knowledgemanagement qualities team work abilities result/achievements understanding andawareness motivation/commitment/diligence integrity/ ethics/ values andopenness/receptivity.
19. DEPOSIT :
The Company has no unpaid/unclaimed matured deposits or interests thereon in the yearunder review.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS AND TRIBUNALNS :
No significant and material order has been passed against the Company by theregulators courts tribunals impacting the going concern status and Company's operationsin future.
21. DIRECTORS :
During the year under review Mr.Kartick Kumar Chatterjee ceased to be a Director ofthe Company following his resignation with effect from 30.07.2015.During the year underreview.Bimalendu Sankar Gupta who retired by rotation at the last Annual General Meetingfailed to be reappointed and ceased to be a director of the Company with effect from 30thSeptember 2015.
Mr. L. N. Kaul - Managing Director - retires by rotation at the ensuing Annual GeneralMeeting and being eligible offered himself for reappointment.
22. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE :
In accordance with the requirement of the listing Agreements with the Stock Exchange areport on the Management Discussion and Analysis is attached hereto (Annexure A'). AReport on the status of Compliance of Corporate Governance norms along with thecertificate of the Auditors are also attached (Annexure B').
23. MATERIAL CHANGES AND COMMITMENTS :
During the year under reference there have been no material changes and commitmentsaffecting the financial position of the Company which have occurred between end of thefinancial year of the company to which financial statement relates and the date of thereport.
24. AUDITORS' & AUDITORS' REPORT :
Messrs. G. Basu & Co. Chartered Accountants the Auditors of the Company would beretiring at the forthcoming Annual General Meeting and being eligible have given theirconsent for re-appointment. The Members are requested to appoint the auditors and fixtheir remuneration.
The comments of the Board of Directors to the qualifications made by the Auditors inthe (a) Auditors' Report (b) Annexure to the Auditors' Report and (c) Certificate issuedon compliance of conditions of Corporate Governance all dated 26th May2016 are givenbelow :
Comments & Clarifications to Auditors' qualifications in their Reports Basis forqualified Opinion
Clause (a) - With regard to cancellation of Certificate of Registration to carry outnon banking financial activities by RBI please refer to Note No. 2.21 of Notes toFinancial Statement. Necessary action if any will be taken on disposal of appeal.
Clause (b) - In regard to cases initiated by SFIO for non compliance of CLB Order onrepayment of fixed deposit and relating to a few accounting violations please refer toNote No. 2.3vii of Notes to Financial Statement. Fixed deposit liability had beenextinguished entirely by issuance of equity shares as per the Scheme approved by HighCourt Calcutta and this plea has already been taken before Chief Metropolitan Magistrate.In regard to a few other cases on accounting violations initiated by SFIO company iscontesting such cases.
Clause (c) - In regard to non confirmation of balances by bankers and FI's pleaserefer Note No. 2.3.ii(b) of Notes to Financial Statement.
Clause (d) - In regard to non charging of interest on dues of Consortium of Bankers andIFCW please refer to Note No. 2.23. Emphasis of matter
(i) In regard to cases filed by different bankers forming the Consortium of Banks andby IFCW kindly refer to Note No. 2.3 iv (a to d). As mentioned in this report discussionis on with Consortium of Banks and IFCW for an out of Court settlement and it is at anadvance stage.
(ii) In regard to report on a few legal and regulatory requirements under 1 & 2 (a)to (g) they are self explanatory.
25. SECRETARIAL AUDIT :
Pursuant to section 204 of the Companies Act 2013 the Board had appointed Ms. RasnaGoyal Practicing Company Secretary Kolkata as Secretarial Auditor to carry out theaudit of the secretarial compliances by the Company during the year under review. TheSecretarial Audit Report in Form MR-3 of the Auditor is attached forming part of the BoardReport.
26. APPRECIATION :
Your Directors wish to thank the company's stakeholders for their support.
| ||For and on behalf of the Board of Directors |
|Place : Kolkata ||DEBDATTA SAILA |
|Date : 26th May 2016 ||(Chairman) |