Mar 31, 2015
Dear Members,
The Directors have pleasure in submitting their 24th (Twenty Fourth)
Annual Report of the Company together with the Audited Statements of
Accounts for the financial year ended March 31,2015.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review alongwith
previous year's figures are given hereunder:
Particulars for the Year ended March 31,2015:
(Rupees in Lacs)
PARTICULARS For the Year For the Year
ended 31st ended 31st
March,2015 March,2014
INCOME
Income from Business Operations - -
Other operating revenues 0.11 0.10
Less Excise Duty - -
Net Revenue from Operations 0.11 0.10
Other Income 408.40 432.18
Total Income 408.51 432.28
EXPENSES
Total Expenses 691.02 1,030.62
Profit before Exceptional and (282.51) (598.34)
Extraordinary items and tax
Exceptional Items - -
Profit before Extraordinary items (282.51) (598.34)
and tax
Extraordinary items - -
Profit before Tax (282.51) (598.34)
VI. Tax Expenses
Current year tax 28.52
Mat Credit Adjustment (28.52)
Profit After Tax (282.51) (598.34)
Profit/(Loss) for the year (282.51) (598.34)
Earnings per Equity share
Basic (1.28) (2.70)
Diluted
(1.28) (2.70)
The Gross Income comprises of amount(s) received on recovery of
delinquent assets through settlement/ compromise/ legal action.
2. DIVIDEND
In view of losses suffered by the Company, no dividend has been
considered for the year.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Since there was no unpaid/unclaimed Dividend declared and paid last
year, the provisions of Section 125 of the Companies Act, 2013 do not
apply.
4. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements prepared in accordance with the
Companies Act, 2013 and Accounting Standards-21 is attached with the
Annual Report.
6. CAUTIONARY STATEMENT
Statements in this Management Discussion and Analysis section
describing the Company's objectives, projections, estimates and
expectations may be 'forward looking statements' within the meaning of
applicable laws and regulations. Actual results may differ
substantially or materially from those expressed or implied. Important
developments that could affect the Company's operations are significant
changes in political and economic environment in India, tax laws, RBI
regulations, exchange rate fluctuation and related costs.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Surender Kumar was re-appointed as a Whole-Time Director in the
Annual General Meeting held on 31st December, 2014 (subject to the
approval of Central Government) w.e.f 1st December, 2014.
Further, Mr. Surender Kumar has not been paid any remuneration/monetary
benefits from the date of his appointment till the date of this report;
as the Company could not obtain the Central Government approval for the
payment of the said remuneration. Accordingly, the Board recommends the
passing of the Special Resolution as set out in the item no. 4 of the
Notice for the re-appointment of Mr. Surender Kumar as a Whole-Time
Director.
Following are the directors on the Board:
1. Mr. Om Prakash Gupta Independent Non-Executive Director
2. Mr. Surender Kumar Whole-Time Director
3. Mr. Sehdev Shori Independent Non-Executive Director
The policy for Appointment and Remuneration of Director's, Key
Managerial Personnel and Other Employees is attached as Annexure-A and
forms an integral part of this report.
The Company has devised the criteria for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the non-executive
directors. An evaluation was done by the Board for its own performance
and that of its Committees and individual Directors.
8. CORPORATE GOVERNANCE
Your Company reaffirms its commitment to the good corporate governance
practices and has adopted the Code of Conduct which has set out the
systems, processes and policy conforming to established standards.
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Corporate Governance Report and Auditors' Certificate
regarding compliance of conditions of Corporate Governance are enclosed
as Annexure - B and forms an integral part of this Report.
9. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
10. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:Â
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.-
Internal financial control means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its
business including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
11. AUDITORS
i) STATUTORY AUDITORS
M/s. V. Sahai Tripathi & Co., Chartered Accountants, Delhi (Firm
Registration No. 000262N), Statutory Auditors of the Company hold
office until the conclusion of the ensuing Annual General Meeting and
are eligible for re-appointment.
The Company has received letter from M/s. V. Sahai Tripathi & Co.,
Chartered Accountants to the effect that their appointment, if made,
would be within the prescribed limits as specified under Section 139 of
the Companies Act, 2013 and that they are not disqualified for such
appointment within the meaning of Section 141 of the Companies Act,2013
read with Companies (Audit and Auditors) Rules, 2014.
Board recommend to appoint M/s. V. Sahai Tripathi & Co., Chartered
Accountants, as Statutory Auditors for a period of two years i.e. upto
the conclusion of the Annual General Meeting to be held in the year
2017, subject to the ratification by members in every Annual General
Meeting.
Auditors' Qualifications/ Observations and Management Comments Thereon
Going Concern Basis -Para i and note 30. In accordance with section 217
(2AA) of the Companies Act, 1956, the financial statements are required
to be made on going concern basis. In light of the fresh scheme of
restructuring pending before the Hon'ble Delhi High Court, the Company
has plans for future business and income generation. Accordingly it is
not only prudent but also imperative to draw the financial statement
based on such Going Concern basis. The Scheme seeks to restructure
relying on debt equity swaps and profits earned by engaging in service
oriented, fee based business leading to progressive reduction in the
debt of the Company. The Scheme of Arrangement would not only enable
the Company to wipe out its debts but will also enable it to reduce
carry forward losses to be a profitable entity. Further in accordance
with amended Section 217 (2AA) of the Companies Act, 1956, the
financial statements are required to be made on going concern basis.
Provision of interest on certain liabilities covered under Para II and
under notes 4.1.g, 4.4(g) &4.6 is in accordance with the Scheme of
restructuring filed by the Company before the Hon'ble Delhi High Court,
which provides for waiver and cancellation of interest and the same is
pending before the Hon'ble Court.
Para iii and Note 2.2 on non-creation of debenture redemption reserve
is self-explanatory and cannot be created due to insufficient profits
Depletion in the value of Assets charged to Banks/Institution and
Debentures in Para iv and covered under notes 4.1 .e, 4.2.b& 4.3.1
relates to ascertainment of Security against Debentures and Bank Loan,
which could not be ascertained since the Company is in litigation with
various Lease and Hire Purchase customers and the matters are
sub-judice, hence confirmations and acknowledgements are not feasible
Regarding Para v, regarding liability on account of fixed deposit
received, the company has prepared a fixed deposit register and
verifying the claims of depositors on regular basis and also in process
of reconciling difference with books of accounts. Further once the
Scheme is sanctioned and all deposits will be verified & reconciled
before repayments as per directions of the Court
In view of litigation with creditors mentioned in the para vi, it's not
possible to obtain the balance Confirmations.
Maintenance of minimum liquid assets covered under Para viii and note
4.4(h). Due to the liquidity crisis and default in payment to fixed
depositors, the liquid assets held by the Company had to be used for
payment to depositors in terms of directions from RBI to pay all the
matured depositors. Thereafter, the Company has made application to the
RBI as well as the Hon'ble Company Law Board for exemption from
maintaining minimum liquid assets
Para (viii) In view of restrictions imposed by the Hon'ble High Court
of Delhi on the operations of bank accounts, assistance of Rs 20.47
lacs has been taken to meet the essential expenses/obligations from
Global IT Options. Company being sick and as the scheme of arrangement
pending before the Court does not provide payment of any Interest to
creditors, the subsidiary company has given this amount without
interest and element of interest and payment of interest will be
decided once the scheme is approved and liquidity position improves.
Para viii(i).The Company is contesting claims lodged against it not
acknowledged as debts including claims on account of securitization
transaction and underwriting obligations. Rest of the contingent
liabilities are being addressed through the Scheme
In case of Payment to Punjab & Sind Bank & IndusInd Bank as mentioned
in para viii(ii) & para viii(iii) , it is submitted that the scheme of
restructuring, pending before the Hon'ble Delhi High Court and
repayment issue to these banks is being addressed in the scheme of
arrangement with creditors . Further, the Hon'ble Court has stayed the
suits filed in DRT by PSB & IndusInd Bank
As mentioned in the para viii (iv), the Company has filed an
application with Hon'ble High Court of Delhi for the release of amount
to be deposited in the Punjab & Haryana High Court and the same is
pending
Para viii(v) There are certain disputes with the tenant and the claim
of tenant is contested in the pending arbitration.
As mentioned in the para viii (iv), the Company has filed necessary
application for the rectification application for the deletion of said
demand, however the same is pending
Para viii (vii) Company has preferred an appeal/objections before
Hon'ble High Court of Delhi in the MS Shoes East Limited matter against
the arbitration order and the same pending adjudication
Para viii (viii) Company is contesting the claim of NBCC, which is
pending arbitration under the Indian Arbitration Act
Emphasis of Matter: Group Companies have infused money in Company from
time to time for its revival and as these amount are not to be paid
back, group companies had requested to convert their outstanding amount
into Share Capital. In view of pending scheme before the Hon'ble High
Court of Delhi and these amount remained in share application money
only and as shares can only be issued once the scheme is sanctioned by
the court. Keeping these facts In view, amounts appearing in share
application money have been credited back to the respective group
company's account and upon sanction of scheme, shares will be issued.
All the other notes are self-explanatory.
ii) SECRETARIAL AUDITORS
The Board of Directors of the Company has appointed M/s Latika Chawla
and Associates, Practicing Company Secretaries to conduct secretarial
audit of the Company for the financial year 2014-15. The Secretarial
Audit Report for the financial year ended March 31, 2015 is enclosed as
Annexure - C and forms an integral part of this Report.
Management Comments on the observations of Secretarial Auditor
i) The Company is identifying the right person as candidature to be
appointed as a Woman Director and will be done soon.
ii) The Company has taken adequate steps to appoint a Full time Company
Secretary commensurate to the requirement. However, the Company has
duly outsourced all its Secretarial work to the reputed Secretarial
Audit Firms.
iii) Due to non-availability of manpower and resources some filing of
forms as mentioned in the report remained pending. However efforts are
being made to file the relevant forms at the earliest with the Registrar
of Companies.
iv) Other observations are on the basis of the facts and hence self
explanatory.
iii) INTERNAL AUDITORS
M/s SVTG & Co., Chartered Accountants, performs the duties of Internal
Auditors of the Company and their report/s are reviewed by Audit
Committee from time to time.
12. DISCLOSURES
i) Meetings of the Board
Six meetings of the Board of Directors were held during the year. For
further details, please refer Report on Corporate Governance annexed as
Annexure - B to this report.
ii) Extracts of Annual Return
In terms of provisions of Section 92 of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, the
extracts of Annual Return in Form MGT-9 is enclosed as Annexure - D and
forms an integral part of this Report.
iii) Particulars of Loans given, Investments made, Guarantees given and
Securities provided
During the year under review, no loan, investment, guarantees and
securities has been provided.
iv) Contracts and Arrangements with Related Parties
No contract/ arrangements/ transactions were entered by the Company
during the financial year with related parties. During the year, the
Company had not entered into any contract/ arrangement/ transaction
with related parties which could be considered material in accordance
with the policy of the Company on the materiality of related party
transactions. The particulars of contracts and arrangement with related
parties under section 188(1) in Form AOC-2 is enclosed as Annexure-E.
The Policy on materiality of related party transactions and dealing
with related party transactions as provided by the Board may be
accesses on the Company's website www. dfslonline.com under Investor
Information.
Your Directors draw attention of the members to Note 32 to the
financial statement which sets out related party disclosures.
13. PARTICULARS OF EMPLOYEES
None of the employees of your Company is in receipt of remuneration
requiring disclosure pursuant to the provisions of Section 197(12) of
the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014; hence no such
particulars are annexed.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure - F and forms an integral part of this Report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 134(3)(m) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are as follows:-
i) Conservation of Energy
Your Company being engaged in financing business and does not have any
activity relating to conservation of energy.
ii) Research & Development (R&D)
Specific R&D Activities: There is no Research and Development activity
in the Company. Benefits derived as a result of above R&D: N.A.
Future Plan of Action: NIL Expenditure on R & D: NIL
iii) Technology Absorption, Adaptation and Innovation: Efforts in brief
made towards Technology absorption etc.: NIL Benefits derived as a
result of above: N.A.
Technology imported, years of Import, Has technology been fully
absorbed? If not fully absorbed, areas where this has not taken place,
reasons therefor and future plans of action: N.A.
iv) Foreign exchange earnings and outgo
During the period under review, there was no foreign exchange outflow
from your Company and it had no foreign exchange earnings.
15. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organisation faces such as strategic, financial, credit, market,
liquidity, legal, regulatory and other risks have been identified and
assessed and there is an adequate risk management infrastructure in
place capable of addressing those risks. The Risk Management Policy was
reviewed and approved by the Committee.
17. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility Initiatives as the said provisions are not applicable
18. PUBLIC DEPOSITS
During the year under review, the Company has not invited any fixed
Deposits.
As on 31st March,2015, there were 50928 fixed deposits aggregating to
Rs 5631.36Cr remained unpaid as the scheme of repayment to fixed
depositors is pending approval before the Hon'ble High Court of Delhi
and out of these deposits, Rs 3.51 Cr ( 3639 depositors) have not
submitted fixed deposit receipts and can be considered as unclaimed.
19. SUBSIDIARIES
M/s Global IT Solutions Limited is the Subsidiary of your Company. The
Financial Statements and other documents of the subsidiary company is
being attached with the Financial Statements of the Company.
20. SHARES
a. Buy Back of Securities
The Company has not bought back any of its securities during the year
under review.
b. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year
under review.
c. Bonus Shares
No Bonus Shares were issued during the year under review.
d. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
21. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Company has Zero tolerance towards any action on the part of any
executive which may fall under the ambit of Sexual Harassment at
Workplace. Company has adopted a policy for prevention of Sexual
Harassment of Women at workplace and has set up Committee for
implementation of said policy. During the year Company has not received
any complaint of harassment.
22. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.
By Order of the Board
For DCM Financial Services Limited
Om Prakash Gupta
Chairman
Date: November 5, 2015
Place: New Delhi
Mar 31, 2014
Dear Members,
The Directors present the Twenty Third Annual Report of the Company
together with the Audited Accounts for the year ended on March 31,2014.
1 FINANCIAL RESULTS AT A GLANCE
PARTICULARS CURRENT YEAR PREVIOUS YEAR
ENDED ON ENDED ON
31.03.2014 31.03.2013
(Rs. In lacs) (Rs. in lacs)
Gross Income 432.28 644.80
Profit/(Loss) before depreciation (563.08) 339.18
Depreciation 35.26 36.10
Profit/(Loss) before tax (598.34) 303.08
Provision for tax - -
Profity(Loss) before Extra
ordinary items (598.34) 303.08
Prior period adjustment 0.54 6.00
Net Profit/(Loss) (598.34) 303.08
Profit/(Loss) brought forward from
previous year (8496.14) (8799.23)
Surplus/(Loss) carried to Balance
Sheet (9094.46) (8496.14)
2 COMPANYS'' AFFAIRS / OPERATIONS / MATERIAL DEVELOPMENTS
The Statement of Company Affairs, operations, opportunities and
threats, performance on the recoveries front and developments in the
Scheme of Arrangement filed by the Company before the Hon''ble High
Court of Delhi, have been elaborately and explicitly explained and
dealt with in the Management Discussion and Analysis Report (which
forms part of this report) and accordingly have not been repeated
herein to avoid repetition.
The Equity Shares of the Company are presently listed on the seven
Stock Exchanges including The Bombay Stock Exchange Limited (BSE) and
National Stock Exchange (NSE). The Shares of the Company are
compulsorily traded in dematerialized form.
The Directors had recommended the voluntary delisting of shares from
other five stock exchanges i.e. Ahmedabad, Madras, Delhi, Calcutta and
Jaipur Stock Exchanges and the share holders in the Annual General
Meeting held on 30 December 2011 had approved the same. However steps
for delisting could not be taken due to circumstances beyond control of
the Company.
Due to sustained efforts made by your Company in recovery of dues from
its customers and efforts for settlement of liabilities towards secured
and unsecured creditors in particular the Fixed Deposit holders, the
Reserve Bank of India (RBI) allowed your Company''s application for
grant of certificate for registration (COR) as NBFC to remain pending
till 5th of March 2004, on which date RBI issued orders rejecting the
Company''s application for grant of Certificate of Registration (CoR).
Your Company filed an appeal before the Appellate Authority in the
Ministry of Finance and vide order dated 21st May 2004, the Appellate
Authority directed the Reserve Bank of India to keep its order of
rejection of CoR in abeyance for a period of six months during which
the Company shall file the revised scheme for restructuring before
appropriate authority or till the disposal of the Company''s review
petition by the Hon''ble Delhi High Court. Even though your Company''s
business plan as of now do not envisage any fresh aggressive fund based
NBFC business exposure as it envisages exploring other business
activities and NBFC activities shall be restricted to non fund bases
business, apart from continuation of aggressive recovery from its
defaulting customers.
RBI, against the orders of the Appellate Authority filed a
Constitutional Writ before the Hon''ble High Court of Delhi at New Delhi
and the Hon''ble Court granted stay on the operations of the orders of
the Appellant Authority. RBI thereafter filed a Petition for winding up
of the Company before the Hon''ble High Court of Delhi at New Delhi.
Both the Petitions filed by RBI are pending adjudication and have been
clubbed with the Scheme.
3. DIVIDEND
In view of the accumulated losses in the past years, the Directors
regret their inability to recommend dividend for the period under
review.
4. DIRECTORS
The Board of Directors comprises of Mr. Surender Kumar whole time
Director, Mr. Om Prakash Gupta Non-Executive Independent Director, Mr.
Rajeshwar Singh Non-Executive Independent Director.
Mr. Arif Beg, Independent Director resigned with effect from 30- July,
2014 due to personal reasons. The Board records its appreciation forthe
valuable services rendered by Mr. Arif Beg.
Pursuant to Section 152 of the Companies Act, 2013 , Mr. Surender
Kumar.director retires by rotation and being eligible offers themself
for reappointment.
Pursuant to section 149 and section 152 of the companies Act, 2013 read
with companies (Appointment and Qualification of Directors) Rules, 2014
along with schedule IV of the Act it is proposed to appoint Mr. Om
Prakash Gupta DIN:06853097 the existing Independent Director as
Non-Executive Independent Director for a period of three year wef
01.04.2014 and Mr. Rajeshwar Singh DIN:00024646 the existing
Independent Director as Non-Executive director for a period of three
years wef 07.02.2014 subject to the approval of members at the
forthcoming Annual General Meeting. The Independent director shall not
be liable to retire by rotation. All the above mentioned Directors have
given the Declaration of Independence as per section 149 (6) of the
Companies Act, 2013.
Brief resume of the Directors proposed to be appointed/ reappointed,
nature of his expertise in specific functional areas, name of companies
in which he hold directorships/ chairmanships of Board committees,
shareholding detail as stipulated under clause 49 of the Listing
Agreement with the stock exchanges are provided in the Report of
corporate Governance
Mr. Surender Kumar is also proposed to be appointed as Whole Time
director designated as "Executive Director" of the Company, subject to
approval by the Central Government Keeping in view the experience of
Mr. Sharma, requirement of Companies Act, 2013 and challenges ahead,
your director''s recommend appointment of Mr. Sharma as the Executive
director of the Company.
5. FIXED DEPOSITS
During the year under review, the Company had not invited any fixed
deposits.
That as on 31st March,2014 .there were 50928 fixed deposits,
aggregating Rs.56.34 Cr remained unpaid as the scheme of repayment to
fixed depositors is pending approval before the Hon''ble High Court of
Delhi and out of these deposits, Rs.3.51 Crores (3639 depositors)
remained unclaimed .
6 SUBSIDIARY COMPANY
In accordance with the general circular issued by the Ministry of
Corporate Affairs, the Balance Sheets, including annexures and
attachments thereto of the Company''s subsidiary, are not being attached
with the Annual Report of the Company. The annual accounts of the
subsidiary company and the related detailed information will be made
available to any member of the Company seeking such information. These
documents will also be available for inspection by any member at the
Registered Office of the Company and that of the respect subsidiary
company. The consolidated financial statements presented in this Annual
Report include financial results of the subsidiary companies. A
statement containing information on the Company''s subsidiary is
included in this Annual Report
7. AUDITORS''REPORT
The Auditors'' Report on the Accounts of the Company is attached. The
Directors'' observation on the Auditors'' Report are as under: -
1. Recognition of Rental Income: With reference to Para( i) of the
auditor''s report, as there are certain disputes with the tenant and the
matter is pending arbitration The Company is hopeful in recovering.
2. No provision of Rs 826.38 lacs: Provision of interest on certain
liabilities covered under Para (ii) and under notes 4.1.f, 4.1.g (i),
4.2.C, 4.2.d, 4.3.2, 4.3.3, 4.4(f) & 4.6 is in accordance with the
Scheme of restructuring filed by the Company before the Hon''ble Delhi
High Court, which provides for waiver and cancellation of interest and
the same is pending before the Hon''ble Court.
3. For redemption of debentures of Rs 8.75 Lacs, debenture redemption
reserve is required to be created as mentioned in para (iii). Debenture
redemption reserve of Rs 8.75lac has not been created due to
insufficient profits. The same has been explained in Note 2.2.
4. Depletion in the value of Assets charged to Banks/lnstitution and
Debentures in Para (iv) and covered under notes 4.1 .d, 4.2.b & 4.3.1
relates to ascertainment of Security against Debentures and Bank Loan,
which could not be ascertained since the Company is in litigation with
various Lease and Hire Purchase customers and the matters are
sub-judice, hence confirmations and acknowledgements are not feasible
5. Fixed Deposits and Bills Payable as per records maintained by the
Company are Rs. 5642.96 lacs and as per financials books amounting to
Rs. 5632.27 lacs Their is a difference of Rs. 10.69 lacs which is
un-reconciled in the Fixed Deposit Register as mentioned in para (iv).
The reason is either lack of identification of depositors or no claim
or confirmation having been received by the company. The provision of
such differential amount has not been made. This has been explained in
Note 4.4.(d) & Note 4.4.(e).
6. Maintenance of minimum liquid assets covered under para (vi) and
note 4.4.(g). Due to the liquidity crisis and default in payment to
fixed depositors, the liquid assets held by the Company had to be used
for repayment to depositors. Thereafter, the Company had made an
application to the RBI as well as the Hon''ble Company Law Board for
exemption from maintaining minimum liquid assets.
7. Non-Provision of interest on unpaid share application money
pertaining to group Companies as covered in Para (vii). Group Companies
have infused money in Company from time to time for its revival and as
these amount are not be paid back, group companies have requested to
convert the outstanding amount into Share Capital. In view of pending
scheme before the Hon''ble High Court of Delhi, these amount remained in
share application money only and as shares can be issued once the
scheme is sanctioned by the court. Keeping these facts In view,
interest has not been provided.
8. Going Concern Basis Para (viii) & Note 29: In accordance with
section 217 (2AA) of the Companies Act, 1956, the financial statements
are required to be made on going concern basis. In light of the fresh
scheme of restructuring pending before the Hon''ble Delhi High Court,
the Company has plans for future business and income generation.
Accordingly it is not only prudent but also imperative to draw the
financial statement based on such Going Concern basis. The Scheme seeks
to restructure relying on debt equity swaps and profits earned by
engaging in service oriented, fee based business leading to progressive
reduction in the debt of the Company. The Scheme of Arrangement would
not only enable the Company to wipe out its debts but will also enable
it to reduce carry forward losses to be a profitable entity. Further in
accordance with amended Section 217 (2AA) of the Companies Act, 1956,
the financial statements are required to be made on going concern
basis.
9. Para (ix)a,b,c&d on Contingent liabilities: The Company is
contesting claims lodged against it not acknowledged as debts including
claims on account of securitization transaction and underwriting
obligations. Rest of the contingent liabilities are being addressed
through the Scheme.
Para (ix) a&b : Punjab & Sind Bank, Indusind Bank are to be paid in
terms of restructuring scheme pending before Hon''ble High Court of
Delhi and hence the amount payable under the scheme has been provided
in books.The matters before DRT has been stayed by the Hon''ble High
Court of Delhi since 2005.
Para(ix)c: Company has made an application before Hon''ble High Court of
Delhi for permission to deposit Rs. 1.00 Cr with Hon''ble High Court of
Punjab & Haryana and the same is pending.
Para (ix) d: Company has preferred an appeal before Hon''ble High Court
of Delhi in the MS Shoes East Limited matter
All the other notes are self-explanatory.
8. AUDITOR''S
M/s V. Sahai Tripathi & Co., Chartered Accountants, Auditors of the
Company retires at the conclusion of the ensuing Annual General
Meeting. They have furnished a Certificate to the effect that their
re-appointment, if made, will be within the limits specified under
section 224(1 B) of the Companies Act, 1956.
9 LISTING AGREEMENT COMPLIANCES
The Company is presently listed at Stock Exchanges at Ahmedabad,
Calcutta, Chennai, Delhi, Jaipur, Mumbai and the National Stock
Exchange. Due to Financial constraints, the Company is in arrears of
listing fees to the Stock Exchanges at Ahmedabad, Calcutta, Chennai,
Delhi and Jaipur and also applied for delisting its shares from these
Stock Exchanges because of non- availability of nation wide terminals
and there is no suffering to the investors for trading & it will reduce
the cost to your company. However, the trading on National Stock
Exchange is suspended since October, 2010 due to certain queries raised
by the National Stock Exchange and reply to same has been made. The
Company is in constant touch with the National Stock Exchange and
efforts are being made to revoke the suspension of trading on National
Stock Exchange.
INCORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report and report on Corporate
Governance form an integral part of this report. The Certificate from
the Auditors of the Company certifying compliance of the conditions of
corporate governance as stipulated in Clause 49 of the Listing
Agreements with the Stock Exchanges is also annexed to the Report on
Corporate Governance. Though the Company is complying with all the
requirements of the Listing Agreement, yet your company had been served
a Show Cause Notice from National Stock Exchange for non- compliance of
Clause 49 III of the Listing Agreement. The Show Cause Notice states
that your Company has not appointed an independent Director on the
Board of Directors of its material Subsidiary Company. Your company has
replied to the show cause notice wherein it has been stated that the
company is complying with the requirements of the Clause 49 of the
Listing Agreement, however since your company has defaulted in paying
its depositors, all its Directors are disqualified under section 274 (1
)(g) of the Companies Apt, 1956, hence the Directors on the Board of
Directors of your Company cannot become the Directors on the Board of
any Public Limited Company.
11. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the CompaniesAct,
1956 with respect to Directors'' Responsibility Statement, it is
confirmed that for the period ended on March 31st 2014:
(i) In the preparation of the Annual Accounts, the Company has followed
the applicable Accounting Standards and there are no material departure
except for non-payment of interest and discounting charges, which is in
line with the new scheme of restructuring u/s 391-394 filed by the
Company, which envisages waiver of Interest. It may be worthwhile to
note that the said new Scheme has already been approved by the
requisite class of Secured and Unsecured Creditors and is pending
approval before the Hon''ble High Court of Delhi.
(ii) They have, in the selection of the accounting polices consulted
the Statutory and Internal Auditors from time to time and have 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 at the end of the financial period aforementioned and of
the profit or loss of the Company for that period.
(iii) They have taken, proper and sufficient care, to the best of their
knowledge and ability and consulted the Statutory as well Internal
Auditors from time to time for the maintenance of adequate accounting
records, in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities for the financial year
aforementioned.
(iv) The financial statement has been prepared on a going concern
basis,
12. CODE OF CONDUCT
Pursuant to the requirements of clause 49 of Listing Agreement, the
Board Members and Senior Management Personnel, have affirmed compliance
with the Code of Conduct for the financial year ending 31s1 March,
2014.
13. INTERNAL CONTROL SYSTEM
The company has adequate internal control procedure proportionate to
the nature of the business and size of its operations for the smooth
conduct of its business. Internal audit is conducted at regular
intervals and covers the key area of operations. The performance of the
company is regularly viewed by the Board of directors to ensure that it
is in keeping with the overall corporate policy and in line with
pre-set objectives
14. PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of operations of the Company, no particulars are
furnished in respect of conservation of energy and technology up
graduation.
15. FOREIGN EXCHANGE EARNING AND OUTGO
There has been no foreign exchange income and outgo for the period of
this report.
16. PARTICULARS OF EMPLOYEES
During the year ended March 31st, 2014, there was no employee drawing
remuneration in excess of the amount prescribed under section 217(2A)
of the Companies Act, 1956.
17. FORWARD LOOKING STAEMENTS
Certain statements describing the future outlook, industry structure,
developments, projection, estimates, expectations or predictions may be
"forward looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Since the Company''s operation are
influenced by many external and internal factors beyond the control of
the company and its management. Important factors that could make the
difference to the Company''s operation and future include RBI''s stance
towards the company, outcome of the restructuring scheme, industry and
economic conditions, changes in Govt, regulations, tax laws and other
statues.
ACKNOWLEDGEMENTS
Yours Directors wish to place on records their sincere thanks and deep
appreciation for the guidance, support, continued co-operation extended
by the Banks specially the Reserve Bank of India, Central Bank of
India, Punjab & Sind Bank, Induslnd Bank, Ministry of Company Affairs,
Creditors, Shareholders, Debenture holders, fixed depositors and its
Solicitors, advocates for their continued support and assistance.
The Directors also take this opportunity to acknowledge the dedicated
efforts of the employees at all levels.exchanges.
On behalf ofthe Board of Directors
Sd/-
Place: New Delhi OM PRAKASH GUPTA
Date: 5th Dec,2014 (Chairman)
Jun 30, 2011
The Directors present the Twentieth Annual Report of the Company
together with the Audited Accounts for the 12 months period ended on
June 30, 2011.
FINANCIAL RESULTS
The financial results for the period under review are for a period of
twelve months:
PARTICULARS CURRENT YEAR PREVIOUS YEAR
Ended on 30.06.11 Ended on 30.06.10
(Rs. in lacs) (Rs.in lacs)
Gross Income 328.34 311.78
Profit/(Loss) before
depreciation 206.47 183.46
Depreciation 36.44 36.76
Profit/(Loss) before tax 170.03 146.71
Provision for tax - -
Profit/(Loss) before
Extra ordinary items 170.03 146.71
Prior period adjustment 1.91 -0.15
Less: Provision on
Investments - -
Net Profit/(Loss) 168.12 146.86
Profit/(Loss) brought
forward from previous
year (9163.26) (9310.11)
Surplus /(Loss) carried
to Balance Sheet (8995.14) (9163.26)
Your Directors have pleasure in informing the members that the Company
has posted a profit of Rs. 168.12 lacs, after adjusting prior period
adjustments amounting to Rs. 1.91 lacs.
The Board of Directors have made conscious efforts for drawing the
financial statements on the basis of sound, accepted and conservative
accounting principles to ensure true and fair financial statements of
the Company.
COMPANYS' AFFAIRS / OPERATIONS / MATERIAL DEVELOPMENTS
The Statement of Company Affairs, operations, opportunities and
threats, performance on the recoveries front and developments in the
Scheme of Arrangement filed by the Company before the Hon'ble High
Court of Delhi, have been elaborately and explicitly explained and
dealt with in the Management Discussion and Analysis Report (which
forms part of this report) and accordingly have not been repeated
herein to avoid repetition
The Equity Shares of the Company are presently listed on the seven
Stock Exchanges including The Bombay Stock Exchange Limited (BSE) and
National Stock Exchange (NSE). The Shares of the Company are
compulsorily traded in dematerialized form.
The Directors had recommended the voluntary delisting of shares from
other five stock exchanges i.e. ASE, MSE, DSE, CSE and JSE and the
share holders in the AGM held on 30th December 2009 had approved the
same, however steps for delisting could not be taken due to
circumstances beyond control of the Company.
Due to sustained efforts made by your Company in recovery of dues from
its customers and efforts for settlement of liabilities towards secured
and unsecured creditors in particular the Fixed Deposit holders, the
Reserve Bank of India (RBI) allowed your Company's application for
grant of certificate for registration (COR) as NBFC to remain pending
till 5th of March 2004, on which date RBI issued orders rejecting the
Company's application for grant of Certificate of Registration (CoR).
Your Company filed an appeal before the Appellate Authority in the
Ministry of Finance and vide order dated 21st May 2004, the Appellate
Authority directed the Reserve Bank of India to keep its order of
rejection of CoR in abeyance for a period of six months during which
the Company shall file the revised scheme for restructuring before
appropriate authority or till the disposal of the Company's review
petition by the Hon'ble Delhi High Court. Even though your Company's
business plan as of now do not envisage any fresh aggressive fund based
NBFC business exposure as it envisages exploring other business
activities and NBFC activities shall be restricted to non fund bases
business, apart from continuation of aggressive recovery from its
defaulting customers.
RBI, against the orders of the Appellate Authority filed a
Constitutional Writ before the Hon'ble High Court of Delhi at New Delhi
and the Hon'ble Court granted stay on the operations of the orders of
the Appellant Authority. RBI thereafter filed a Petition for winding up
of the Company before the Hon'ble High Court of Delhi at New Delhi.
Both the Petitions filed by RBI are pending adjudication and have been
clubbed with the Scheme.
AUDITORS' REPORT
The Auditors' Report on the Accounts of the Company is attached. The
Directors' observation on the Auditors' Report are as under:
1. Provision of interest on certain liabilities covered under notes 5
(c), 5(e), 6(B), (C), (D), 7 (e), and 8 is in accordance with the
Scheme of restructuring filed by the Company before the Hon'ble Delhi
High Court, which provides for waiver and cancellation of interest and
the same is pending before the Hon'ble Court.
2. Depletion in the value of Assets charged to Banks/Institution and
Debentures covered under notes 5(a) and 6(E) relates to ascertainment
of Security against Debentures and Bank Loan, which could not be
ascertained since the Company is in litigation with various Lease and
Hire Purchase customers and the matters are sub-judice, hence
confirmations and acknowledgements are not feasible.
3. The default in repayment to depositors as mentioned in note7(a) and
Para 6 in CARO report is comprehensively covered by the Scheme of
Arrangement filed before the Hon'ble High Court of Delhi and approved
by the creditors at their meetings held under the directions of the
Hon'ble Delhi High Court.
4. Maintenance of minimum liquid assets covered under note 7(f) Due to
the liquidity crisis and default in payment to fixed depositors, the
liquid assets held by the Company had to be used for payment to
depositors. Thereafter, the Company has made application to the RBI as
well as the Hon'ble Company Law Board for exemption from maintaining
minimum liquid assets.
5. Provision of Non Performing Assets as per RBI norms under Note 9:
Though keeping in line with the philosophy and experiences during the
years, that recoveries have been made even from the assets which were
classified as Non Performing as per the Prudential Norms of RBI. The
total NPA provisions as on date of Balance Sheet aggregates to Rs.
1556.79 lacs. This is to give a more realistic picture of the
receivable of the Company and will also put more stress on recovery.
Accordingly it is deemed expedient that the provision for
non-performing assets may be made at a realistic level. The Director's
view is that assessment of recoverable should depend on the estimate of
the recovery matters, financial position of the defaulting customers
and payment by the Customer in the subsequent years and the present
negotiations/ commitment with/ by the customers. Non reconciliation of
stock in trade ÃNote 11, the stocks in trade are primarily from share
division customer accounts and bad delivery of shares, which used to be
in physical form at that time and hence complete reconciliation has not
been done however reconciliation is under process.
6. Going Concern Basis à Note 13: In accordance with section 217 (2AA)
of the Companies Act, 1956, the financial statements are required to be
made on going concern basis. In light of the fresh scheme of
restructuring pending before the Hon'ble Delhi High Court, the Company
has plans for future business and income generation. Accordingly it is
not only prudent but also imperative to draw the financial statement
based on such Going Concern basis. The Scheme seeks to restructure
relying on debt equity swaps and profits earned by engaging in service
oriented, fee based business leading to progressive reduction in the
debt of the Company. The Scheme of Arrangement would not only enable
the Company to wipe out its debts but will also enable it to reduce
carry forward losses to be a profitable entity. Further in accordance
with amended Section 217 (2AA) of the Companies Act, 1956, the
financial statements are required to be made on going concern basis.
7. Balance confirmation & Un-Reconciled Balances à Note 14(a) & 14
(b): As the Company is under litigation for a majority of bills
receivable and payables, and the matters are sub- judice, confirmations
and acknowledgments are not feasible.
8.Rental receivable: With reference to Clause 5(f) of the auditor's
report , there are certain disputes with the tenant and the company and
the matter is pending arbitration .
9. Stock in trade : With reference to Clause 5(f) of the auditor's
report, efforts are on to get transferred these shares held under bad
delivery in the name of the company and the value of these shares are
much higher than considered in the books.
10. Director remuneration: Note 15- The Company could not file
application for approval of remuneration of director in the absence of
NOC from the financial institutions , however the same has been filled
and the approval is awaited.
11. Note 18 on Contingent liabilities: The Company is contesting
claims lodged against it not acknowledged as debts including claims on
account of securitization transaction and underwriting obligations.
Rest of the contingent liabilities are being addressed through the
Scheme. Claim of Rs 1 Cr filed against the company by the tenant and
the matter is pending before arbitrator.
All the other notes are self-explanatory.
AUDITOR'S
M/s V.Sahai Tripathi& Co., Chartered Accountants, Auditors of the
Company retires at the conclusion of the ensuing Annual General
Meeting. They have furnished a Certificate to the effect that their
re-appointment, if made, will be within the limits specified under
section 224(1B) of the Companies Act, 1956.
DIVIDEND
In view of the accumulated losses in the past years, the Directors
regret their inability to recommend dividend for the period under
review.
DIRECTORS
There was no change in the Directors during the year. In accordance
with the provision as contained in Section 256 of the Companies Act
1956, & Article of Association, Mr. Om Prakash Gupta, Director, is
liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.
Mr. Om Prakash Gupta was appointed as Director, liable to retire by
rotation, at the AGM held on 16.12.2008 and holds the office as such up
to the date of the ensuing Annual General Meeting.
Mr. S.K. Sharma is proposed to be re-appointed as Whole Time Director
designated as "Executive Director" of the Company, subject to approval
of members and the Central Government.
Keeping in view the experience of Mr. Sharma, requirement of Companies
Act, 1956, and challenges ahead, your Director's recommend appointment
of Mr. Sharma as the Executive director of the Company for three years.
LISTING AGREEMENT COMPLIANCES
I. The Company is presently listed at Stock Exchanges at Ahmedabad,
Calcutta, Chennai,
Delhi, Jaipur, Bombay and the National Stock Exchange. Due to Financial
constraints, the Company is in arrears of listing fees to the Stock
Exchanges at Ahmedabad, Calcutta, Chennai, Delhi and Jaipur and also
applied for delisting its shares from these Stock Exchanges because of
non-availability of nation wide terminals and there is no suffering to
the investors for trading & it will reduce the cost to your company.
However, the trading on National Stock Exchange is suspended since
October, 2010 due to certain queries raised by the National Stock
Exchange and reply to same has been made. The Company is in constant
touch with the National Stock Exchange and progressing towards
revocation of suspension of trading on National Stock Exchange.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report and report on Corporate
Governance form an integral part of this report. The Certificate from
the Auditors of the Company certifying compliance of the conditions of
corporate governance as stipulated in Clause 49 of the Listing
Agreements with the Stock Exchanges is also annexed to the Report on
Corporate Governance. Though the Company is complying with all the
requirements of the Listing Agreement, yet your company had been served
a Show Cause Notice from Securities & Exchange Board of India (SEBI)
for non-compliance of Clause 49 III of the Listing Agreement. The Show
Cause Notice states that your Company has not appointed an independent
Director on the Board of Directors of its material Subsidiary Company.
Further, the audit committee of the listed holding company shall also
review the financial statements, in particular the investments made by
the unlisted subsidiary Company. The Show Cause Notice further states
that your company has not complied with the requirements of Clause 49
ID of the Listing Agreement which states that the Board shall lay down
a code of conduct for all Board Members and senior management personnel
shall affirm compliance with the code on an annual basis.
Your company has replied to the show cause notice wherein it has been
stated that the company is complying with the requirements of the
Clause 49 of the Listing Agreement, however since your company has
defaulted in paying its depositors, all its Directors are disqualified
under section 274 (1)(g) of the Companies Act, 1956, hence the
Directors on the Board of Directors of your Company cannot become the
Directors on the Board of any Public Limited Company. As regards the
Code of Conduct for all Board Members and senior management personnel
and affirmation by senior management personnel with the code on annual
basis, the company is complying with the same and the website of your
company is also operational. As per communication received from SEBI,
SEBI seems to be satisfied with the reply submitted by the company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
confirmed that for the twelve months period ended on June 30, 2011:
(i) In the preparation of the Annual Accounts, the Company has followed
the applicable Accounting Standards and there are no material departure
except for non-payment of interest and discounting charges, which is in
line with the new scheme of restructuring u/s 391-394 filed by the
Company, which envisages waiver of Interest. It may be worthwhile to
note that the said new Scheme has already been approved by the
requisite class of Secured and Unsecured Creditors and is pending
approval before the Hon'ble High Court of Delhi.
(ii) They have, in the selection of the accounting polices consulted
the Statutory and Internal Auditors from time to time and have 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 at the end of the financial period aforementioned and of
the profit or loss of the Company for that period.
(iii) They have taken, proper and sufficient care, to the best of their
knowledge and ability and consulted the Statutory as well Internal
Auditors from time to time for the maintenance of adequate accounting
records, in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities for the financial year
aforementioned.
(iv) The financial statement has been prepared on a going concern
basis.
SUBSIDIARY COMPANY
The Accounts of the Subsidiary Company for the year ended on June 30,
2011 is attached herewith. Statement in pursuance of section 212 is
also annexed.
Your Company had not made any loans to its subsidiary for the year
ended 30th June 2011.
FIXED DEPOSITS
During the year under review, the Company had not invited any fixed
deposits.
Unclaimed / Unpaid deposits as on 30th June 2011 are Rs.3.51 Crores
(3639 depositors) and Rs.56.38 Crores (50928 depositors) respectively.
The fixed deposit liability of the Company is proposed to be settled in
the manner and in accordance with the Scheme of restructuring filed by
the Company, which is pending before the Hon'ble Delhi High Court.
PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of operations of the Company, no particulars are
furnished in respect of conservation of energy and technology up
gradation.
FOREIGN EXCHANGE EARNING AND OUTGO
There has been no foreign exchange income and outgo for the period of
this report.
PERSONNEL
During the year ended June 30, 2011, there was no employee drawing
remuneration in excess of the amount prescribed under section 217(2A)
of the Companies Act, 1956.
FORWARD LOOKING STAEMENTS
Certain statements describing the future outlook, industry structure,
developments, projection, estimates, expectations or predictions may be
"forward looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Since the Company's operation are
influenced by many external and internal factors beyond the control of
the company and its management. Important factors that could make the
difference to the Company's operation and future include RBI's stance
towards the company, outcome of the restructuring scheme, industry and
economic conditions, changes in Government regulations, tax laws and
other statues.
ACKNOWLEDGEMENTS
Your Directors wish to place on records their sincere thanks and deep
appreciation for the guidance, support, continued co-operation extended
by the Banks specially the Reserve Bank of India, Central Bank of
India, Punjab & Sind Bank, IndusInd Bank, Ministry of Corporate
Affairs, Creditors, Shareholders, Debenture holders, fixed depositors
and its Solicitors, advocates for their continued support and
assistance.
The Directors also take this opportunity to acknowledge the dedicated
efforts of the employees at all levels.
For & on behalf of the Board of Directors
Sd/-
Place : New Delhi (Arif Beg)
Date: December 5th, 2011
Chairman
Jun 30, 2010
The Directors present the Nineteenth Annual Report of the Company
together with the Audited Accounts for the 12 months period ended on
June 30,2010.
FINANCIAL RESULTS
PARTICULARS CURRENT YEAR PREVIOUS YEAR
(12 months) (12months)
(Rs. In lacs) (Rs. in lacs)
Gross Income 311.78 432.13
Profit/(Loss) before depreciation 183.46 264.42
Depreciation 36.76 36.42
Profit/(Loss) before tax 146.71 228
Provision for tax 0 0.82
Proffl/(Loss) before
Extra ordinary items 146.71 227.18
Prior period adjustment (0.15) 1.99
Less: Provision on Investments 0 32.12
Net Profit/(Loss) 146.86 193.07
Profity(Loss) brought forward
from previous year (9310.12) (9503.19)
Surplus/(Loss) carried to
Balance Sheet (9163.27) (9310.12)
Your Directors have pleasure in informing the members that the Company
has posted a profit of Rs. 146.86 lacs, after adjusting prior period
adjustments amounting to Rs.(0.15) lacs.
The Board of Directors have made conscious efforts for drawing the
financial statements on the basis of sound, accepted and conservative
accounting principles to ensure true and fair financial statements of
the Company.
COMPANYS AFFAIRS / OPERATIONS / MATERIAL DEVELOPMENTS
The Statement of Company Affairs, operations, opportunities and
threats, performance on the recoveries front and developments in the
Scheme of Arrangement filed by the Company before the Honble High
Court of Delhi, have been elaborately and explicitly explained and
dealt with in the Management Discussion and Analysis Report (which
forms part of this report) and accordingly have not been repeated
herein to avoid repetition.
The Equity Shares of the Company are presently listed on the seven
Stock Exchanges including The Bombay Stock Exchange Limited (BSE) and
National Stock Exchange (NSE). The Shares of the Company are
compulsorily traded in dematerialized form.
The Directors had recommended the voluntary delisting of shares from
other five stock exchanges i.e. ASE, MSE, DSE, CSE and JSE and the
share holders in the AGM held on 30" December 2004 had approved the
same, however steps for delisting could not be taken due to
circumstances beyond control of the Company.
Due to sustained efforts made by your Company in recovery of dues from
its customers and efforts for settlement of liabilities towards secured
and unsecured creditors in particular the Fixed Deposit holders, the
Reserve Bank of India (RBI) allowed your Companys application for
grant of certificate for registration (COR) as NBFC to remain pending
till 5th of March 2004, on which date RBI issued orders rejecting the
Companys application for grant of Certificate of Registration (CoR).
Your Company filed an appeal before the Appellate Authority in the
Ministry of Finance and vide order dated 21st May 2004, the Appellate
Authority directed the Reserve Bank of India to keep its order of
rejection of CoR in abeyance for a period of six months during which
the Company shall file the revised scheme lor restructuring before
appropriate authority or till the disposal of the Companys review
petition by the Honble Delhi High Court. Even though your Companys
business plan as of now do not envisage any fresh aggressive fund based
NBFC business exposure as it envisages exploring other business
activities and NBFC activities shall be restricted to non fund bases
business, apart from continuation of aggressive recovery from its
defaulting customers.
RBI, against the orders of the Appellate Authority filed a
Constitutional Writ before the Honble High Court of Delhi at New Delhi
and the Honble Court granted stay on the operations of the orders of
the Appellant Authority. RBI thereafter filed a Petition for winding up
of the Company before the Honble High Court of Delhi at New Delhi.
Both the Petitions filed by RBI are pending adjudication and have been
clubbed with the Scheme.
AUDITORS REPORT
The Auditors Report on the Accounts of the Company is attached. The
Directors observation on the Auditors Report are as under: -
1. Provision of interest on certain liabilities covered under notes 5
(c), 5(e), 6(B), (C), (D), 7 (e), and 8 is in accordance with the
Scheme of restructuring filed by the Company before the Honble Delhi
High Court, which provides for waiver and cancellation of interest and
the same is pending before the Honble Court.
2. Depletion in the value of Assets charged to Banks/Institution and
Debentures covered under notes 5(a) and 6(E) relates to ascertainment
of Security against Debentures and Bank Loan, which could not be
ascertained since the Company is in litigation with various Lease and
Hire Purchase customers and the matters are sub-judice, hence
confirmations and acknowledgements are not feasible.
3. The default in repayment to depositors as mentioned in note7(a) and
para 6 in CARO report is comprehensively covered by the Scheme of
Arrangement filed before the Honble High Court of Delhi and approved
by the creditors at their meetings held under the directions of the
Honble Delhi High Court.
4. Maintenance of minimum liquid assets covered under note 7(f): Due
to the liquidity crisis and default in payment to fixed depositors, the
liquid assets held by the Company had to be used for payment to
depositors. Thereafter, the Company has made application to the RBI as
well as the Honble Company Law Board for exemption from maintaining
minimum liquid assets.
5. Provision of Non Performing Assets as per RBI norms under Note 9:
Though keeping in line with the philosophy and experiences during the
years, that recoveries have been made even from the assets which were
classified as Non Performing as per the Prudential Norms of RBI. The
total NPA provisions as on date of Balance Sheet aggregates to Rs.
1556.79 lacs. This is to give a more realistic picture of the
receivable of the Company and will also put more stress on recovery.
Accordingly it is deemed expedient that the provision for
non-performing assets may be made at a realistic level. The Directors
view is that assessment of recoverable should depend on the estimate of
the recovery matters, financial position of the defaulting customers
and payment by the Customer in the subsequent years and the present
negotiations/ commitment with/ by the customers. Non reconciliation of
stock in trade -Note 11, the stocks in trade are primarily from share
division customer accounts and bad delivery of shares, which used to be
in physical form at that time and hence complete reconciliation has not
been done however reconciliation is under process.
6. Going Concern Basis - Note 13: In accordance with section 217 (2AA)
of the Companies Act, 1956, the financial statements are required to be
made on going concern basis. In light of the fresh scheme of
restructuring pending before the Honble Delhi High Court, the Company
has plans for future business and income generation. Accordingly it is
not only prudent but also imperative to draw the financial statement
based on such Going Concern basis. The Scheme seeks to restructure
relying on debt equity swaps and profits earned by engaging in service
oriented, fee based business leading to progressive reduction in the
debt of the Company. The Scheme of Arrangement would not only enable
the Company to wipe out its debts but will also enable it to reduce
carry forward losses to be a profitable entity. Further in accordance
with amended Section 217 (2AA) of the Companies Act, 1956, the
financial statements are required to be made on going concern basis.
8. Balance confirmation & Un-Reconciled Balances - Note 14(a) & 14
(b): As the Company is under litigation for a majority of bills
receivable and payables, and the matters are sub-judice, confirmations
and acknowledgments are not feasible.
9. Rental receivable: With reference to Clause 5(f) of the auditors
report , there are certain disputes with the tenant and the company is
following up with the tenant to recover/settle thedues.
10. Stock in trade: With reference to Clause 5(f) of the auditors
report, efforts are on to get transferred these shares held under bad
delivery in the name of the company and the value of these shares are
much higherthan considered in the books.
11. Director remuneration: Note 15-The Company could not file
application for approval of remuneration of director in the absence of
NOC from the financial institutions , which is a pre-requisite for
filing the application. The company is following up for the NOC from
the institutions for necessary approval.
12. Note 18 on Contingent liabilities: The Company is contesting
claims lodged against it not acknowledged as debts including claims on
account of securitization transaction and underwriting obligations.
Rest of the contingent liabilities are being addressed through the
Scheme. Claim of Rs 1 Cr filed against the company by the tenant. To
settle the claim, the company is negotiating
All the other notes are self-explanatory.
AUDITORS
M/s V.Sahai Tripathi & Co., Chartered Accountants, Auditors of the
Company retires at the conclusion of the ensuing Annual General
Meeting. They have furnished a Certificate to the effect that their re-
appointment, if made, will be within the limits specified under section
224(1 B) of the Companies Act, 1956.
DIVIDEND
In view of the accumulated losses in the past years, the Directors
regret their inability to recommend dividend for the period under
review.
DIRECTORS
There was no change in the Directors during the year. In accordance
with the provision as contained in Section 256 of the Companies Act
1956, & Article of Association, Mr. Arif Baig, Director, is liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re- appointment. _
Mr Arif Baig was appointed as Director, liable to retire by rotation,
at the AGM held on 14" Dec,2007 and hold the office as such upto the
date of the Annual General Meeting.
LISTING AGREEMENT COMPLIANCES
The Company is presently listed at Stock Exchanges atAhmedabad,
Calcutta, Chennai, Delhi, Jaipur, Mumbai and the National Stock
Exchange. Due to Financial constraints, the Company is in arrears of
listing fees to the Stock Exchanges atAhmedabad, Calcutta,
Chennai, Delhi and Jaipur and also applied for delisting its shares
from these Stock Exchanges because of availability of nation wide
terminals of NSE & BSE and there is no suffering to the investors for
trading & it will reduce the cost to your company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report and report on Corporate
Governance form an integral part of this report. The Certificate from
the Auditors of the Company certifying covnpiiance of the conditions of
corporate governance as stipulated in Clause 49 of the Listing
Agreements with the Stock Exchanges is also annexed to the Report on
Corporate Governance. Though the Company is complying with all the
requirements of the Listing Agreement, yet your company had been served
a Show Cause Notice from Securities & Exchange Board of India (SEBI)
for non-compliance of Clause 49 III of the Listing Agreement. The Show
Cause Notice states that your Company has not appointed an independent
Director on the Board of Directors of its material Subsidiary Company.
Further, the audit committee of the listed holding company shall also
review the financial statements, in particular the investments made by
the unlisted subsidiary company. The Show Cause Notice further states
that your company has not complied with the requirements of Clause 49
ID of the Listing Agreement which states that the Board shall lay down
a code of conduct for all Board Members and senior management personnel
shall affirm compliance with the code on an annual basis.
Your company has replied to the show cause notice wherein it has been
stated that the company is complying with the requirements of the
Clause 49 of the Listing Agreement, however since your company has
defaulted in paying its depositors, all its directors are disqualified
under section 274 (1)(g) of the Companies Act, 1956, hence the
Directors on the Board of Directors of your Company cannot become the
Directors on the Board of any Public Limited Company. As regards the
Code of Conduct for all Board Members and senior management personnel
and affirmation by senior management personnel with the code on annual
basis, the company is complying with the same and the website of your
company is also operational. As per communication received from SEBI,
SEBI seems to be satisfied with the reply submitted by the company.
DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
confirmed that for the twelve months period ended on June 30,2010:
(i) In the preparation of the Annual Accounts, the Company has followed
the applicable
Accounting Standards and there are no material departure except for
non-payment of interest and discounting charges, which is in line with
the new scheme of restructuring u/s 391-394 filed by the Company, which
envisages waiver of Interest. It may be worthwhile to note that the
said new Scheme has already been approved by the requisite class of
Secured and Unsecured Creditors and is pending approval before the
Honble High Court of Delhi.
(ii) They have, in the selection of the accounting polices consulted
the Statutory and Internal Auditors from time to time and have 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 at the end of the financial period aforementioned and of
the profit or loss of the Company for that period.
(iii) They have taken, proper and sufficient care, to the best of their
knowledge and ability and consulted the Statutory as well Internal
Auditors from time to time for the maintenance of adequate accounting
records, in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities for the financial year
aforementioned.
(iv) The financial statement has been prepared on a going concern
basis.
SUBSIDIARY COMPANY
The Accounts of the Subsidiary Company for the year ended on June 30,
2010 is attached herewith. Statement in pursuance of section 212 is
also annexed.
Your Company had not made any loans to its subsidiary for the year
ended 30" June 2010.
FIXED DEPOSITS
During the year under review, the Company had not invited any fixed
deposits.
Unclaimed / Unpaid deposits as on 30" June 2010 are Rs.3.51 Crores
(3641 depositors) and Rs.56.42 Crores (50930 depositors) respectively.
The fixed deposit liability of the Company is proposed to be settled in
the manner and in accordance with the Scheme of restructuring filed by
the Company, which is pending before the Honble Delhi High Court.
PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of operations of the Company, no particulars are
furnished in respect of conservation of energy and technology up
gradation.
FOREIGN EXCHANGE EARNING AND OUTGO
There has been no foreign exchange income and outgo for the period of
this report.
PERSONNEL
During the year ended June 30, 2010, there was no employee drawing
remuneration in excess of the amount prescribed under section 217(2A)
of the Companies Act, 1956.
FORWARD LOOKING STAEMENTS
Certain statements describing the future outlook, industry structure,
developments, projection, estimates, expectations or predictions may be
"forward looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Since the Companys operation are
influenced by many external and internal factors beyond the control of
the company and its management. Important factors that could make the
difference to the Companys operation and future include RBIs stance
towards the company, outcome of the restructuring scheme, industry and
economic conditions, changes in Govt, regulations, tax laws and other
statues.
ACKNOWLEDGEMENTS
Yours Directors wish to place on records their sincere thanks and deep
appreciation for the guidance, support, continued co-operation extended
by the Banks specially the Reserve Bank of India, Central Bank of
India, Punjab & Sind Bank, Induslnd Bank, Department of Company
Affairs, Creditors, Shareholders, Debenture holders, fixed depositors
and its Solicitors, advocates for their continued support and
assistance.
The Directors also take this opportunity to acknowledge the dedicated
efforts of the employees at all levels.
For & on behalf of the Board of Directors
Place: New Delhi Arif Baig
Date: 7th December 2010 (Chairman)
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