| 1.02 REDUCTION OF CAPITAL
At the 50th Annual General Meeting of the Company held on 26th
September, 2012 Members of the company duly passed a Special Resolution
for reduction of its share capital, i.e. cancelling the paid- up equity
share capital of the Company by reducing the face value of each share
from Rs. 10 to Re. 1, and thereby reducing the paid-up share capital of
the Company from Rs. 21, 60, 02, 560/- divided into
2, 16, 00, 256 equity shares of Rs. 10 each to Rs. 2, 16, 00, 256/-
divided into 2, 16, 00, 256 equity shares of Re. 1/- each. The
reduction was in accordance with Section 78 read with Section 100 and
other applicable provisions of the Companies Act, 1956 and subject to
the approval of the Hon'ble High Court, Bombay. A Company Scheme
Petition in this regard was filed with the Hon'ble High Court, Bombay.
During the course of hearing of the petition certain objections were
raised by a shareholder (holding 0.00093% of the equity share capital
of the Company), however, the Learned Judge of the Hon'ble Bombay High
Court did not find any merit in the objections raised by the
shareholder and found that the reduction is in the interest of the
Company and its stakeholders. The Hon'ble Bombay High Court thus passed
an order dated May, 9th, 2013 approving the reduction. However, in view
of an application made by the objecting shareholder to stay the order
dated May 9th 2013 to enable him to approach a higher court, the
operation of the order dated May 9th, 2013 was therefore stayed. Appeal
of the objecting shareholder was heard by a Division Bench consisting
of Hon'ble Chief Justice of Bombay High Court and Hon'ble Senior Judge
of High Court, Bombay on 18th June, 2013. The Division Bench of Bombay
High Court agreed with the findings of Single Judge. The appeal was
therefore, dismissed. The Court Orders was filed with Registrar of
Companies, Mumbai and the same is registered on 17th July, 2013. With
that, the face value of fully paid equity share is reduced from Rs. 10
per share to Re. 1 per share.
Accumulated Losses are adjusted and reduced by Rs. 2711.44 lakhs as
per the provisions of the Special Resolution in the Books of Accounts
of the company on 29th July, 2013 as under:
Respective clauses related to Authorised Capital of the Company
Memorandum and Articles of Association are also amended.
1.02 At the EGM of the members of the Company held on 16th December,
2013, a Special Resolution has been passed for Issue of 4, 32, 00, 532
Rights Shares of Re. 1 each to the existing Shareholders of the company
in ratio of 2 (two) Rights Equity shares for every 1(One) equity share
of Re. 1 each held.
1.03 CONTINGENT LIABILITIES AND COMMITMENTS (To the extent not
provided for)
(i) Claim against the Company not admitted, in appeal before State
Consumer Disputes Redressal Commission, Nagpur Bench Rs.3.09 Lacs
(Previous year Rs.3.09 Lacs)
(ii) Estimated amount of contracts remaining to be executed on capital
account and not provided for is Nil (Previous year NIL).
(iii) Dividend on 16,35,015 Nos., 15% Cumulative Convertible Preference
Shares for the year 1997 - 98 Rs. 201.58 Lacs (Previous year Rs. 201.58
Lacs) has not been paid due to inadequacy of profit.
1.04 INCOME TAX
Return of income has been filed up to the Financial Year 2012-13,
Assessment Year 2013-14. Assessment has been completed up to the
Financial Year 2010-11, Assessment Year 2011-12.
1.05 Provision is made for future liability for payment of Gratuity
and amount payable as Leave encashment.
1.06 The Company has discharged its liabilities towards fixed
depositors in full.
1.07 The Company has unabsorbed depreciation and carried forward
losses available for set-off. In view of uncertainty regarding
generation of future taxable profit on prudent basis, deferred tax
asset has not been recognized in the accounts.
1.08 In order to ensure expeditious recovery of NPAs and repay the
liabilities, the company is currently focusing all its efforts on
recoveries.
1.09 ( A) There is no amount remaining unpaid to
small-scale suppliers within the Meaning of "The Interest on Delayed
Payment to Small Scale and Ancillary Undertakings Act." The information
has been compiled to the extent they could be identified as small scale
and ancillary undertakings on the basis of information available with
the Company.
(B) There are no Micro, Small and Medium Enterprises, to whom the
Company owes Dues, which are outstanding for more than 45 days as at
the Balance Sheet date. Further, the Company has neither paid nor
payable any interest to any Micro, Small and Medium Enterprises on the
Balance Sheet date.
The above information has been determined to the extent such parties
have been Identified on the basis of information available with the
Company. The same has been relied upon by the auditors.
1.10 The Directors have decided to restructure the capital to remain
NBFC and continue business. Steps are already initiated in these
directions. The Directors therefore consider that the Company is a
going concern and the Accounts have been prepared accordingly.
1.11 MANAGERIAL REMUNERATION:
Managerial Remuneration included in Statement of Profit & Loss.
1.12 RELATED PARTY DISCLOSURES :
(a) List of Related Parties with whom transactions have taken place and
Relationships:
Name of the Party Relationship
Premier Limited Associate Company
1.13 During the year Company had only one reportable business segment
i.e. NBFC business as per Accounting Standard 17 of the Institute of
Chartered Accountants of India.
1.14 Figures of the Previous Year have been regrouped, rearranged
wherever necessary.
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