For the year ended 31st March 2019
The directors hereby present their 35th Annual Report together with the auditedstatement of accounts for the year ended 31st March 2019.
1. Financial Results & State of Affairs :
| || || || ||(Rs. In Lakhs) |
| ||STANDALONE ||CONSOLIDATED |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Loss : For the year ||-503.05 ||-493.83 ||-503.24 ||-494.00 |
|Add : Balance of loss brought from the last year ||-63324.31 ||-62830.48 ||-63326.43 ||-62832.42 |
|Transfer to Balance Sheet ||-63827.36 ||-63324.31 ||-63829.67 ||-63326.42 |
2. Dividend :
In view of loss your Directors regret their inability to recommend any dividend forthe year under review.
3. Share Capital :
Paid-up Share Capital of the Company as on 31st March 2019 was Rs.165636006/- andthere has been no change in the Capital Structure of the company.
4. Financial Statement :
The Company has prepared financial statements under the historical cost convention inaccordance with Generally Accepted Accounting Principle (GAAP) comprising mandatoryAccounting Standards issued by The Companies (Accounting Standard Rules) 2006. Provisionof Companies Act 2013 and the Guideline issued by Reserve Bank of India.
5. Material changes and commitments :
The amount offered to Consortium of Banks towards settlement is tentative and is yet toreach a finality. No material changes and/ or commitments affecting the financial positionof the Company occurred between and the end of financial year to which financial statementrelate to and upto the date of this report. There has been no change in the nature of thebusiness of the Company during the Financial Year 2018-19.
6. Operations :
There was an income of Rs. 55.27 lacs under standalone and Rs. 55.27 lacs underconsolidated arising out of dividends electricity generation from wind mill and bankinterest for the year under review. There was no recovery from defaulting parties in thecurrent year and if there is no recovery in the subsequent year it would be difficult tomaintain office running expenses. However the Management is quite hopeful of somerecovery in the current year from a defaulting client.
The case filed by the Consortium of Banks in DRT Kolkata is being contested by theCompany on ground of maintainability and it is pending. Another case in DRT Kolkata hadbeen filed by Uco Bank for funding of the Mehta Transport deal through us Indusind Bankfor their securitized loan had filed a suit in DRT Chennai. Axis Bank for their claiminitiated Arbitration proceedings in Chennai; IFCI not being part of Consortium of Bankshad filed a separate suit in DRT Kolkata for their share of loan. IFC(W) had filed a suitin High Court in Kolkata for recovery of its loan. All these cases are being contested bythe Company. The Company had many rounds of discussion with the Consortium of Banks andthe Course of Settlement is in progress.
The Serious Fraud Investigation Office (SFIO) filed a few cases which are beingcontested by the Company in the Court of Law. After supplementary investigation in respectof securitization deal SFIO had filed a case against the Directors and the Company whichis being contested.
Criminal case filed against two ex-employees in the Chief Metropolitan Magistrate Courtat Bankshall Street by DCDD Kolkata Police Lalbazar Street on a complaint filed by theCompany is progressing in the Court.
7. Subsidiary Company :
The Company has one subsidiary Nicco Insurance Agents and Consultant Ltd. theperformance of which during the year under review forms part of the Annexed ConsolidatedFinancial Statement. The Subsidiary does not come under the purview of SEBI (ListingObligations and Disclosures Requirement) Regulation 2015 as it is not a MaterialSubsidiary as defined under Regulation 16(1)(c) of the said Regulations.
8. Statutory Information :
There was no employee during the year ended 31st March 2019 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.
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 earning and outgo during the year under review.
9. Extract of Annual Return :
Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act 2013 anextract of the Annual Return made out in the prescribed format MGT-9 forming part of thisreport is presented under Annexure C'.
10. Particular 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.
11. Internal Financial Control and its adequacy and Risk Management :
The Company has laid down a Risk Management procedure which is reviewed as and whennecessary.
The Company has formulated and adopted policy adequate for evaluating the relevantaspects of Internal Financial Control relating to safeguarding of its assets preventionand detection of fraud and errors the adequacy of the accounting records and timelypreparation of reliable financial disclosures. Apart from this professional InternalAuditors continuously monitor the efficacy of the internal control framework and theirreports are reviewed by the Audit Committee of Directors periodically.
12. Composition number and dates of meetings of Board and Committees :
The details of the composition number and dates of meetings of the Board andCommittees held during the financial year 2018-19 forms part of the Report on CorporateGovernance. The number of meetings attended by these Directors during the financial year2018-19 also form part of the report on Corporate Governance.
13. Company s policy on Directors' appointment and Remuneration :
The remuneration policy is based on rewarding the performance based on review ofachievements on a regular basis and in consonance with the requirement of Section 178 ofthe Companies Act 2013 and existing industrial practice.
14. Details relating to remuneration of Directors Key Managerial Personnel andEmployees :
The details as required u/s.197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is markedas Annexure D which is annexed hereto and form part of Directors' Report.
15. Directors' Responsibility Statement :
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsstate that :
i. in the preparation of the Annual Accounts for the year ended March 31 2019applicable Accounting Standards have been followed along with proper explanation relatingto material departures ;
ii. 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 31 2019 and of the loss ofthe Company for the year ended 31st March 2019.
iii. 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 deterring frauds and otherirregularities ;
iv. the directors had prepared the accounts for the year ended March 31 2019 on agoing concern concept as per legal opinion obtained.
v. 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 are operating effectively Directors have also relied onSecretarial Audit Report.
vi. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems will be adequate and operating effectively.
16. Declaration of Independent Directors :
The Company has two Independent Directors - Mr. Biswajit Roy (DIN 00198746) and Mrs.Aparna Dey (DIN 06941580) on the Board of the Company who hold office for a fixed tenureof five years and are not liable to retire by rotation. Declarations have been receivedfrom them confirming that they met the criteria of independence as laid down in Section149 and Schedule IV of the Companies Act 2013 read with Regulation 25 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.
17. Corporate Social Responsibility :
The Company does not come under the purview of the Corporation Social Responsibility asenvisaged in Section 135 of the Companies Act 2013 read with Rule 9 of the Companies(Accounts) Rules 2014.
18. Vigil Mechanism :
Pursuant to Regulation 22 of the SEBI (Listing Obligation & DisclosureRequirements) Regulation 2015 the Company has formulated and adopted a Vigil Mechanismpolicy for directors and employees to report genuine concerns and to deal with unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy aiming inter alia at providing adequate safeguards against victimizationof Directors and employees or any other person who avail the mechanism and also forproviding for direct access to the chairperson of the Audit Committee in appropriate andexceptional cases.
19. Prevention of Sexual Harassment of women at the workplace :
No women is employed in the Company and there does not appear to exist any opportunityfor harassment of women in workplace and therefore the provision as stipulated in SexualHarassments of women at Workplace (Prevention Prohibition and Redressal) Act 2006 andRules framed thereunder is not applicable.
20. Related Party Transaction :
Section 188 of the Companies Act 2013 is not attracted as there were no materiallysignificant related party transactions - within the meaning of Regulation 23 of the SEBI(Listing & Disclosure Requirements) Regulations 2015 by the Company with thePromoters Directors Key Managerial Personnel or other designated persons during the yearunder review warranting disclosure.
21. Evaluation of the performance of Board Committee and Non Independent andIndependent Directors :
A formal evaluation of all the directors individually and of the Board itself as awhole including functioning of various committees was carried out by the Board as providedin the Companies Act 2013 and SEBI (Listing Obligation & disclosure Requirements)Regulations 2015.
The Independent Directors also at their separate meeting conducted inter alia theevaluation of the performance of the Chairman and Non-Independent directors as required inthe Companies Act 2013 and in SEBI Regulations.
22. Deposit :
The Company has no unpaid/unclaimed matured deposits or interest thereon in the yearunder review.
23. Significant and Material orders passed by the Regulators Courts & Tribunals :
As reported last year in accordance with the direction of SEBI the BSE Ltd. hadappointed a firm to conduct forensic audit on your company. The said firm had completedtheir audit in last year itself and reportedly immediately thereafter it had submitted itsReport to BSE Ltd. Your company is not aware of the outcome of the said forensic audit buttill the date of submission of this report to the Board of your Company no communicationfrom SEBI/BSE Ltd. adverse or otherwise - was received from the Regulators.
Except for the above no significant and material order has been passed against theCompany by the Regulators Courts & Tribunals impacting the going concern status andcompany's operations in future.
24. Directors and Key Managerial Personnel :
Mr. D Saila (DIN 00198764) Director is retiring by rotation at the ensuing AGM andbeing eligible offers himself for reappointment.
Mr. Biswajit Roy (DIN : 00198746) and Ms. Aparna Dey (DIN : 06941580) who wereappointed as Independent Directors for a period of five years at the 30th Annual GeneralMeeting of the Company held on 26th September 2014 would be holding their respectiveoffices upto 25th September 2019.
Key Managerial Personnel :
Mr. L. N. Kaul who was appointed as MD is a professional; hence in terms ofNotification dated 12th September 2016 by the Ministry of Corporate Affairs the approvalof Central Government is not required and No Objection Certificate (NoC) of securedlenders i.e. Bank is needed. Correspondence for obtaining NoC had been initiated withBank.
25. Management discussion and analysis of Corporate Governance and Auditor's Report :
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 alongwith the certificateof Auditors are also attached (Annexure B').
26. Auditor & Audit Report :
M/s. G. Basu & Co. Chartered Accountants (Firm's Registration No. 301174E) - theAuditors of the Company were reappointed for a second term of five years from thefinancial years from 2018-19 to 2022-23 at the last Annual General Meeting of the Companyheld on 26th September 2018.
Pursuant to the recent amendment to section 139 of the Act with effect from 7th May2018 ratification by shareholders every year for the appointment of the StatutoryAuditors is no longer required and accordingly the notice of the forthcoming AnnualGeneral Meeting does not include the proposal for seeking Shareholders approval forratification of Statutory Auditors appointment.
M/s. G. Basu & Co. have confirmed by furnishing a certificate that they are notdisqualified from continuing as Auditors of the Company in terms of Section 139 and 141 ofthe Companies Act 2013. The Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.
The comments of the Board of Directors to the qualification made by the IndependentAuditors in the (a) Auditors' Report (b) Annexure to the Auditors' Report and (c)Certificate issued on compliance of conditions of Corporate Governance all dated 27thMay 2019 are given below :
Clause (a) - Please refer to Note No. 2.21 of Notes to Financial Statement in thisregard. Necessary action if any will be taken on disposal of the appeal.
Clause (c) - With regard to cases initiated by SFIO for non-compliance of the Order ofCLB on repayment of Fixed Deposit and few other accounting violations please refer toNote No. 2.3(vi) explaining that the entire fixed deposit liability of the Company hasbeen completely extinguished pursuant to an Order of the Hon'ble High Court at Calcuttaapproving a Scheme and this plea has been taken before the Chief Metropolitan Magistratein whose court the cases are pending and being contested by the Company.
Clause (b) & (d) - With regard to non-confirmation of the balances by certain Banksand non-charging of interests on their dues please refer to Note No. 2(3)(ii)(a) &(b) and 2(23) (a) & (b) of Notes to Financial Statement fully explaining the position.
(i) With regard to notes No. 2.3 (iv)(a) to (d) of Notes to Financial Statement inthis regard necessary action if any will be taken on disposal of the case.
Report on other Legal and Regulatory Requirement -Clause 2 - With regard to the reporton other Legal and Regulatory requirements the matters is self explanatory.
ANNEXURE - 2 TO AUDITORS' REPORT :
Clause 2 (a) (b) : Since there is no live agreement for Lease and Hire Purchase dealsand the outstanding against the earlier deals have been provided for the scope forphysical verification of inventory does not exist and accordingly the same has not beenverified.
Clause 7 : (a) (b) As the disputes have not yet been settled the Company is not in aposition to comment further. Clause 8 : Please refer to Note No. 2.3 (vii) and 2.5 (vi) ofNotes to Financial Statement fully explaining the position. In regard to qualificationsmade under certificate issued on Corporate Governance we state :
To cut cost company is not having its own Website but sending financial data regularlyto Stock Exchange in their required format for publishing on their website.
27. Secretarial Audit :
The Board of Directors of the Company has appointed Ms. Rasna Goyal Company Secretaryin Practice (Certificate of Practice No. 9209) as Secretarial Auditor to conduct an auditof secretarial compliances and records for the financial year 2018-19.
Pursuant to section 204(1) of the Companies Act 2013 read with rule 9(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 she carriedout audit of the secretarial compliances by the Company of the provisions of the CompaniesAct 2013 and other laws as are applicable to the Company during the year ended 31stMarch 2019 and her Secretarial Audit Report in Form No. MR-3 is annexed to the Report ofthe Board of Directors for the year under review.
Further pursuant to Regulation 24A of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 an audit was also carried out by her on secretarialcompliances of all SEBI Regulations and guidelines/circulars issued there under as areapplicable to the Company and an Audit Certificate issued in this connection by her isannexed to this Report.
Apart from these as required under regulation 55A of the SEBI (Depositories &Participants) Regulations 1996 read with SEBI Circular No. D & CC/FITTC/Cir-16/2002dated 31.12.2002 a further audit was carried out on quarterly basis by the saidPracticing Company Secretary to reconcile the total issued and listed capital of theCompany with the admitted capital and the said quarterly reports were submitted to BSELtd (Bombay Stock Exchange) within the prescribed timeline.
28. Human Resource Development :
The Human Resources strength has reduced substantially to seven and while itsimportance is well known all efforts are being made to keep the moral and motivation ofemployees high within the limited resources of the Company.
29. Business Responsibility Report :
The Company does not come under the purview of Regulation 34(2) of SEBI (ListingObligation and Disclosure Requirements) Rules 2015.
| ||For and on behalf of the Board of Directors |
|Place : Kolkata ||DEBDATTA SAILA |
| ||(DIN : 00198764) |
|Date : 13th August 2019 ||(Chairman) |