For the year ended 31st March, 2019
The directors hereby present their 35th Annual Report together with the audited
statement 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 for
the year under review.
3. Share Capital :
Paid-up Share Capital of the Company, as on 31st March, 2019 was Rs.16,56,36,006/- and
there 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 in
accordance with Generally Accepted Accounting Principle (GAAP) comprising mandatory
Accounting Standards issued by The Companies (Accounting Standard Rules) 2006. Provision
of 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 to
reach a finality. No material changes and/ or commitments affecting the financial position
of the Company occurred between and the end of financial year to which financial statement
relate to and upto the date of this report. There has been no change in the nature of the
business 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 under
consolidated, arising out of dividends, electricity generation from wind mill and bank
interest for the year under review. There was no recovery from defaulting parties in the
current year and if there is no recovery in the subsequent year, it would be difficult to
maintain office running expenses. However, the Management is quite hopeful of some
recovery in the current year from a defaulting client.
The case filed by the Consortium of Banks in DRT, Kolkata is being contested by the
Company on ground of maintainability and it is pending. Another case in DRT, Kolkata had
been filed by Uco Bank for funding of the Mehta Transport deal through us, Indusind Bank
for their securitized loan had filed a suit in DRT, Chennai. Axis Bank for their claim
initiated Arbitration proceedings in Chennai; IFCI not being part of Consortium of Banks
had filed a separate suit in DRT, Kolkata for their share of loan. IFC(W) had filed a suit
in High Court in Kolkata for recovery of its loan. All these cases are being contested by
the Company. The Company had many rounds of discussion with the Consortium of Banks and
the Course of Settlement is in progress.
The Serious Fraud Investigation Office (SFIO) filed a few cases which are being
contested by the Company in the Court of Law. After supplementary investigation in respect
of securitization deal, SFIO had filed a case against the Directors and the Company which
is being contested.
Criminal case filed against two ex-employees in the Chief Metropolitan Magistrate Court
at Bankshall Street by DCDD, Kolkata Police, Lalbazar Street on a complaint filed by the
Company is progressing in the Court.
7. Subsidiary Company :
The Company has one subsidiary, Nicco Insurance Agents and Consultant Ltd., the
performance of which during the year under review forms part of the Annexed Consolidated
Financial Statement. The Subsidiary does not come under the purview of SEBI (Listing
Obligations and Disclosures Requirement) Regulation, 2015 as it is not a Material
Subsidiary 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 the
particulars 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 under
rule 8(3)(A) & (B) of the Companies (Accounts) Rules, 2014 relating to conservation of
energy 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 an
extract of the Annual Return made out in the prescribed format MGT-9 forming part of this
report 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 or
bodies corporate during the year under review as stipulated in Section 186 of the
Companies 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 when
necessary.
The Company has formulated and adopted policy adequate for evaluating the relevant
aspects of Internal Financial Control relating to safeguarding of its assets, prevention
and detection of fraud and errors, the adequacy of the accounting records and timely
preparation of reliable financial disclosures. Apart from this, professional Internal
Auditors continuously monitor the efficacy of the internal control framework and their
reports 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 and
Committees held during the financial year 2018-19 forms part of the Report on Corporate
Governance. The number of meetings attended by these Directors during the financial year
2018-19 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 of
achievements on a regular basis and in consonance with the requirement of Section 178 of
the Companies Act, 2013 and existing industrial practice.
14. Details relating to remuneration of Directors, Key Managerial Personnel and
Employees :
The details as required u/s.197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked
as 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 Directors
state that :
i. in the preparation of the Annual Accounts for the year ended March 31, 2019,
applicable Accounting Standards have been followed along with proper explanation relating
to material departures ;
ii. the directors had 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 the Company as on March 31, 2019 and of the loss of
the Company for the year ended 31st March, 2019.
iii. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding assets of the Company and for preventing and deterring frauds and other
irregularities ;
iv. the directors had prepared the accounts for the year ended March 31, 2019 on a
going concern concept as per legal opinion obtained.
v. the directors had relied on the contention of the Management and also on the report
of the Internal Auditors (outside firm) relating to internal financial controls, both of
which are adequate and are operating effectively, Directors have also relied on
Secretarial Audit Report.
vi. The Directors had devised proper system to ensure compliance with the provisions of
all 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 tenure
of five years and are not liable to retire by rotation. Declarations have been received
from them confirming that they met the criteria of independence as laid down in Section
149 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 as
envisaged 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 & Disclosure
Requirements) Regulation, 2015, the Company has formulated and adopted a Vigil Mechanism
policy for directors and employees to report genuine concerns and to deal with unethical
behavior, actual or suspected fraud or violation of the Company's code of conduct or
ethics policy aiming, inter alia, at providing adequate safeguards against victimization
of Directors and employees or any other person who avail the mechanism and also for
providing for direct access to the chairperson of the Audit Committee in appropriate and
exceptional 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 opportunity
for harassment of women in workplace and, therefore, the provision as stipulated in Sexual
Harassments of women at Workplace (Prevention, Prohibition and Redressal) Act 2006 and
Rules framed thereunder is not applicable,.
20. Related Party Transaction :
Section 188 of the Companies Act, 2013 is not attracted as there were no materially
significant related party transactions - within the meaning of Regulation 23 of the SEBI
(Listing & Disclosure Requirements) Regulations, 2015, by the Company with the
Promoters, Directors, Key Managerial Personnel or other designated persons during the year
under review warranting disclosure.
21. Evaluation of the performance of Board Committee and Non Independent and
Independent Directors :
A formal evaluation of all the directors individually and of the Board itself as a
whole including functioning of various committees was carried out by the Board as provided
in the Companies Act, 2013 and SEBI (Listing Obligation & disclosure Requirements)
Regulations, 2015.
The Independent Directors also at their separate meeting conducted, inter alia, the
evaluation of the performance of the Chairman and Non-Independent directors as required in
the Companies Act, 2013 and in SEBI Regulations.
22. Deposit :
The Company has no unpaid/unclaimed matured deposits or interest thereon in the year
under 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., had
appointed a firm to conduct forensic audit on your company. The said firm had completed
their audit in last year itself and reportedly immediately thereafter it had submitted its
Report to BSE Ltd. Your company is not aware of the outcome of the said forensic audit but
till the date of submission of this report to the Board of your Company no communication
from SEBI/BSE Ltd. – adverse or otherwise - was received from the Regulators.
Except for the above, no significant and material order has been passed against the
Company by the Regulators, Courts & Tribunals impacting the going concern status and
company's operations in future.
24. Directors and Key Managerial Personnel :
Mr. D Saila (DIN 00198764), Director, is retiring by rotation at the ensuing AGM and
being eligible offers himself for reappointment.
Mr. Biswajit Roy (DIN : 00198746) and Ms. Aparna Dey (DIN : 06941580) – who were
appointed as Independent Directors for a period of five years at the 30th Annual General
Meeting of the Company held on 26th September, 2014 would be holding their respective
offices upto 25th September, 2019.
Key Managerial Personnel :
Mr. L. N. Kaul who was appointed as MD is a professional; hence in terms of
Notification dated 12th September, 2016 by the Ministry of Corporate Affairs, the approval
of Central Government is not required and No Objection Certificate (NoC) of secured
lenders i.e. Bank is needed. Correspondence for obtaining NoC had been initiated with
Bank.
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, a
report on the Management Discussion and Analysis is attached hereto (Annexure ‘A'). A
report on the status of Compliance of Corporate Governance norms alongwith the certificate
of Auditors are also attached (Annexure ‘B').
26. Auditor & Audit Report :
M/s. G. Basu & Co., Chartered Accountants (Firm's Registration No. 301174E) - the
Auditors of the Company – were reappointed for a second term of five years from the
financial years from 2018-19 to 2022-23 at the last Annual General Meeting of the Company
held on 26th September, 2018.
Pursuant to the recent amendment to section 139 of the Act with effect from 7th May,
2018, ratification by shareholders every year for the appointment of the Statutory
Auditors is no longer required and accordingly the notice of the forthcoming Annual
General Meeting does not include the proposal for seeking Shareholders approval for
ratification of Statutory Auditors appointment.
M/s. G. Basu & Co., have confirmed by furnishing a certificate that they are not
disqualified from continuing as Auditors of the Company in terms of Section 139 and 141 of
the Companies Act, 2013. The Auditors have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of
India.
The comments of the Board of Directors to the qualification made by the Independent
Auditors in the (a) Auditors' Report, (b) Annexure to the Auditors' Report and (c)
Certificate issued on compliance of conditions of Corporate Governance, all dated 27th
May, 2019, are given below :
Clause (a) - Please refer to Note No. 2.21 of Notes to Financial Statement in this
regard. 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 of
CLB on repayment of Fixed Deposit and few other accounting violations, please refer to
Note No. 2.3(vi) explaining that the entire fixed deposit liability of the Company has
been completely extinguished pursuant to an Order of the Hon'ble High Court at Calcutta
approving a Scheme and this plea has been taken before the Chief Metropolitan Magistrate
in 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 Banks
and 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, in
this 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 report
on 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 deals
and the outstanding against the earlier deals have been provided for, the scope for
physical verification of inventory does not exist and accordingly the same has not been
verified.
Clause 7 : (a) (b) As the disputes have not yet been settled, the Company is not in a
position to comment further. Clause 8 : Please refer to Note No. 2.3 (vii) and 2.5 (vi) of
Notes to Financial Statement fully explaining the position. In regard to qualifications
made under certificate issued on Corporate Governance, we state :
To cut cost, company is not having its own Website but sending financial data regularly
to 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 Secretary
in Practice (Certificate of Practice No. 9209), as Secretarial Auditor to conduct an audit
of 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 the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 she carried
out audit of the secretarial compliances by the Company of the provisions of the Companies
Act, 2013 and other laws as are applicable to the Company, during the year ended 31st
March, 2019 and her Secretarial Audit Report in Form No. MR-3 is annexed to the Report of
the Board of Directors for the year under review.
Further, pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, an audit was also carried out by her on secretarial
compliances of all SEBI Regulations and guidelines/circulars issued there under, as are
applicable to the Company, and an Audit Certificate issued in this connection by her is
annexed 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-16/2002
dated 31.12.2002, a further audit was carried out on quarterly basis by the said
Practicing Company Secretary to reconcile the total issued and listed capital of the
Company with the admitted capital and the said quarterly reports, were submitted to BSE
Ltd (Bombay Stock Exchange) within the prescribed timeline.
28. Human Resource Development :
The Human Resources strength has reduced substantially to seven and while its
importance is well known, all efforts are being made to keep the moral and motivation of
employees 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 (Listing
Obligation 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) |
|