Your Directors present the THIRTY-THIRD ANNUAL REPORT of the Company togetherwith 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 ||(2885.58) ||(2874.77) |
|Surplus/(Deficit) carried to || || |
|Balance Sheet ||(2887.76) ||(2885.58) |
In view of the accumulated losses the Directors do not recommend any dividend for theyear 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 aNon-Banking Finance Company as imposed by the Reserve Bank of India. Other income wasmainly on account of rent received. However the quantum of revenues generated beingnominal it was inadequate to discharge the liabilities. In the absence of any employee onthe payrolls the Company continued to rely on the honorary help rendered by the personnelof Associate Companies without any obligation legal or otherwise arising on the Companyon account of such help being accepted by it or any kind of binding on such personnellegal 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.7.50lacs 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 inthe application of SBI and declared the matter as closed with an option to re-open thesame if SBI could identify further assets of the Company.
6. MATERIAL CHANGES DURING THE FINANCIAL YEAR AS WELL AS BETWEEN THE END OF THEFINANCIAL YEAR AND THE DATE OF THE BOARD REPORT
During the year under report the Promoters of the Company disinvested 2719843 equityshares which constituted 41.84% of the paid-up capital. The disinvestments were made totwo 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 ofthe Board Report.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS
There are adequate internal control procedures commensurate with the size of theCompany and the nature of its business for the purchase of inventory and fixed assets andfor 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 statementcontaining the salient features of the financial statements of the Associate prepared inthe prescribed format viz Form AOC-1 is attached as part of the Financial Statements ofthe Company.
10. FIXED DEPOSITS/NON-CONVERTIBLE DEBENTURES
As reported earlier in the light of various restrictions the Company was unable togenerate any income which could be deployed for repayment of the deposits as well asnon-convertible debentures (NCDs). Further the Companys application to the CompanyLaw Board for revision in the Schedule of Repayments is still pending approval. During theyear under report 5 deposits amounting to Rs.67000/- have been repaid.
11. REDEMPTION OF PREFERENCE SHARES
As reported earlier 1200000 10% Cumulative Preference Shares of Rs 10/- each fullypaid-up aggregating Rs 1.20 crores allotted by the Company in 1998 were redeemable atpar on 31st March 2003. However on account of acute financial crisis being faced by theCompany the repayment was not done.
Further the Company was unable to issue any equity shares to facilitate suchredemption.
As per the provisions of Section 139 of the Companies Act 2013 the term of office ofM/s M.D.Pandya & Associates Chartered Accountants as Statutory Auditors of theCompany will come to an end from the forthcoming Annual General Meeting. The Board ofDirectors 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 ofM/s Mayur Mahesh Shah & Co. Chartered Accountants Mumbai bearing ICAI RegistrationNo.117604W as Statutory Auditors of the Company for a period of 5 (five) years from theconclusion of the forthcoming Annual General Meeting till the conclusion of theThirty-Eighth Annual General Meeting to be held in the calendar year 2022.
A resolution proposing the appointment of the Statutory Auditors forms part of theaccompanying 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 bythe Company. As explained earlier despite the rejection by the Reserve Bank of India(RBI) of the Companys application for registration as a Non-Banking FinancialCompany (NBFC) and the consequential restrictions imposed by RBI the Company continued tocarry on activities of an NBFC in terms of a legal opinion obtained for the limitedpurpose of discharging its liabilities including repayment to the depositors and to meetadministrative 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 RBIsrejection referred above the applicability of the various provisions of "PrudentialNorms Directions" does not arise. Hence Prudential Norms for Income RecognitionAssets 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 LawBoard (CLB) read together with the Corrigendum issued thereunder as also the repaymentof Non-Cumulative Debentures in terms of the Schedule prepared therefor the developmentsin respect thereof during the period under report have been explained separately as wellas in Note 15(5)(a) and 15(5) (b) under Notes to Accounts.
As regards the observation regarding disqualification of Directors for appointment asDirectors in terms of Section 164(2) of the Companies Act 2013 the Board was revampedand the present Directors offered themselves for appointment with the sole intention ofco-ordinating with the Promoters of the Company in their efforts to discharge theCompanys liabilities expeditiously notwithstanding that such appointment wouldattract disqualification under the said Section as stated herein and as observed by theAuditors.
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 OTHERCOMMITTEE
The Company is not paying remuneration to its Directors and hence has not constitutedany Remuneration Committee.
Further in the absence of any commercial activities as well as means of revenuegeneration constitution of any Committee to monitor the activities is not feasible andhence not constituted.
16. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return prepared in Form MGT-9 in pursuance of Section 92 ofthe Companies Act 2013 is annexed and forms part of this Report.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
Given the nature of business being retailing providing information with regard toconservation of energy and technology absorption as required under Section 134 of theCompanies Act 2013 and the Rules thereunder and hence information in this regard is notrequired to be furnished. Further the Company neither used nor earned any foreignexchange during the year under report.
18. CORPORATE SOCIAL RESPONSIBILITY
In the absence of any commercial activity for the last several years and the hugeaccumulated losses being suffered by the Company the Company has not been able to take upany project as part of Corporate Social Responsibility and hence disclosures thereon incompliance of the provisions of clause (o) of Section 134(3) of the Companies Act 2013read together with Rule 9 of the Companies (Corporate Social Responsibility) Rules 2014have not been made.
In terms of the Articles of Association of the Company Mr.P.Krishnan retires at theensuing Annual General Meeting.
The Company has received a notice in writing from a member proposing the candidature ofMr.P.Krishnan for appointment as Independent Director. The Company has receiveddeclaration from Mr.Deepak Sheth confirming that he meets with the criteria ofindependence as prescribed under of Section 149(6) of the Companies Act 2013. YourDirectors recommend the appointment of Mr.P.Krishnan as Independent Director.
Mr.S.K.Nandi Independent Director acquired 1153793 equity shares of the Companywhich constituted 17.75% of the paid-up equity capital. By virtue of the acquisition thestatus 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 30thMay 2016; 12th August 2016 11th November 2016 and 30thJanuary 2017.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not granted any loans secured or unsecured to companies firms orother parties covered in the register maintained under Section 189 of the Companies Act2013 and hence no information is required to be furnished.
Details of investments in all bodies corporate are given in Note 8 in the FinancialStatements.
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 Companys activities the provisions relating tosubmission 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 alongwitha certificate from the Companys Auditors.
26. PARTICULARS OF EMPLOYEES
During the year under report there was no employee of the category mentioned inSection 134 and the Rules thereunder and hence information in this regard is not requiredto be furnished.
27. DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 the Directors herebyconfirm that:
1. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed;
2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company at the end of the financial year covered underthis Report and of the Profit of your Company for the year;
3. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are adequate and were operating effectively.
6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.
Your Directors wish to place on record their deep sense of appreciation of the devotedand diligent services rendered by personnel of Associate Companies at all levels and theco-operation extended by them. The Board also wishes to place on record its gratitude tothe Companys 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 |