| The Directors have pleasure in presenting their Annual Report with the
audited accounts for the year ended 31st March, 2012.
(Rs. in lakhs)
1. Financial Results :
Loss before Depreciation 14.30
Add : Depreciation 04.73
Loss for the year (19.03)
Add : Loss brought forward from last A/c. (979 77)
Loss brought forward to Balance Sheet (998.80)
2 DIVIDEND:
In view of the loss incurred during the year, your Directors regret
their inability to declare any dividend for the year 2011-12.
3 OPERATIONS AND FUTURE PROSPECTS :
Due to liquidity constraints during the year under review, your
Company's performance was adversely affected. The Company recorded a
loss of Rs. 19.03 lakhs in 2011-12 as compared to loss of Rs. 19.87
lakhs in 2010-11. .
In order to ensure revival of the Company through generation of its own
funds, the Company has entered into the Insurance Business which has a
good market and is expanding very fast. During the year, your Company
has earned Rs.9.84 lakhs from the Insurance Agency business.
Your Directors feel that by increasing its volume of business in the
Insurance Sector and from recovery of its old outstanding dues from the
debtors, a turn around of the Company is a distinct possibility.
4 FIXED DEPOSITS :
Fixed Deposits from the Public outstanding with the Company at the end
of Financial Year stood at Rs. 1.46 crores (inclusive of interest due
and net of loans) and total number of depositors were 904.
The Company has discontinued accepting fresh deposits or renewing the
existing deposits with effect from 4th February, 1999. .
5 SIGNIFICANT ACCOUNTING POLICIES :
A statement detailing significant Accounting Policies of the Company is
annexed to the Accounts.
6 AUDITORS'REPORT:
In respefl of the comments in the Auditors' Report and the Annexure
thereto, your Directors have to state as under :- Para (iii), (iv), (v)
In view of the accumulated loss of the company the net worth has become
negative. However the company is making an all out endower to settle
and reduce the dues of depositors and is also trying to venture into
diversified activities to generate income. The company has been trying
to arrest its loss from the year 2000- 01 onwards. The accounts have
been prepared on a going concern basis.
Para (vi) (a) : The Company had to discontinue its leasing and hire
purchase business as its NBFC registration was not
renewed by RBI as the company could not fulfill the statutory
requirement of adequate net own funds.
Para (vi) (b) and : The repayment of matured deposits together with
interest due thereon could not be possible within the Para 6 of
Annexure stipulated time due to severe fond crisis. Accordingly, a
scheme for refreshment of Repayment of such dues was submitted to the
Company Law Board (CLB), who issued an order. The Company being
aggrieved referred an Appeal against the said order with the Hon'ble
High Court at Kolkata the outcome of which is still pending.
Para 4(vi) (c) : The minimum Capital Adequacy Ratio (CAR) of 12% as
prescribed by the Reserve Bank of India could not be maintained
throughout the year on an ongoing basis due to acute liquidity
constrains faced by the Company and the losses incurred in the last few
years.
Para (vi) (d) : The Company has opened an Escrow Account on instruction
of RBI for investors' repayment protection.
Para 5 : The Company has relied on a legal opinion that the order of
the Company Law Board having been contested
and pending before the Hon'ble Kolkata High Court, the Directors of the
Company are not disqualified under Clause (g) of sub-Section (1) of
Section 274 of the Company Act, 1956 for default in repayment of Public
Deposits together with interest thereon.
Annexure to : In respect of assets given on lease confirmations from
some of the leases have not been received in spite
Auditor's report of our several letters and reminders.
Para (i) (a)
7 CORPORATEGOVERNANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchange, a
Report on Corporate Governance together with the Auditors' Certificate
on Compliance of conditions of Corporate Governance, form part of the
Annual Report.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies act, 1956, your
Directors have:
(a) followed in the preparation of the Annual Accounts the applicable
accounting standards with proper explanation relating to material
departures;
(b) selected such accounting policies and applied them consistently and
made judgments;
(c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities; and
(d) prepared the Annual Accounts for the year ended 31st March. 2012 on
agoing concern basis.
9 STATUTORY INFORMATION:
(a) Considering the nature of business of the Company, the provisions
of Section 217(i)(e) of the Companies Act, 1956, requiring disclosure
relating to conservation of energy and technology absorption are not
applicable. Further, there has been no income and outflow of foreign
exchange during the year under review.
(b) There was no employee of (he Company who received remuneration in
excess of the limit as prescribed under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules 1975, as amended.
10. DIRECTORS:
Shri Kalyan Roy retires from the Board by rotation and being eligible
offers himself for re-appointment.
Shri Debasis Basu was appointed as a Director in the casual vacancy
caused by the vacation of the office of Shri R. N, Ghosal on 2nd
December, 2011. Shri Debasis Basu will hold office until the
forthcoming Annual General Meeting. A notice in writing under Section
257 of the Companies Act, 1956 has been received from a member
signifying his intention to propose the appointment of Shri Debasis
Basu as Director of the Company at the Annual General Meeting.
The Board places on record its appreciation of the contribution made by
Shri R. N. Ghosal during his association with the Company.
11. AUDITORS:
Messrs Nandy Haider and Ganguli, Chartered Accountants, retires from
office and being eligible offer themselves for re-appointment.
12. ACKNOWLEDGEMENTS:
The Board of Directors acknowledges the recognition given and trust
reposed in your Company by the esteemed Shareholders. Depositors,
Financial Institutions, Banks, and their continued support even in the
current crisis period. The Directors are also grateful to the various
departments in both Central and State Governments as well as Reserve
Bank of India for the assistance and guidance received from them.
The Board records its appreciation of the support received from the
Andrew Yule Group of Companies.
Your Directors also place on record their appreciation of the valuable
contribution made by the employees of (he Company.
Place: Kolkata. By Order of the Board,
Date : 14th August, 2012. Basab Roy
Chairman | 