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निक्को यूको फायनांशियल सर्विसेस

बीएसई: 523209  |  NSE: N.A  |  ISIN: INE917B01023  |  Finance - Investments

खोजें निक्को यूको फायनांशियल सर्विसेस कनेक्शन Mar 13
निदेशकों की रिपोर्ट वर्षांत : Mar '14
Dear Members,
 
 For the year ended 31st March, 2014
 
 The directors hereby present their 30th Annual Report together with the
 audited statement of accounts for the year ended 31 st March 2014.
 
 1.   FINANCIAL RESULTS                                     Rs. In Lacs
 
                                                   2013-14      2012-13
 
 Loss : For the year                               6695.40      5368.24
 
 Add : Balance of loss brought from               50203.00     44834.76
 last year 
 
 T ransfer to Balance Sheet                       56898.40     50203.00
 
 
 2. DIVIDEND :
 
 In view of the loss, your Directors regret their inability to recommend
 any dividend for the year under review.
 
 3. OPERATIONS :
 
 There was income of Rs.11,62,049/- from Hire purchase/lease deals as
 all such deals have matured.Constant increase in loss was mainly due to
 provisioning on account of interest on Banks/FIIs borrowings and fixed
 deposit. Although collection resources are drying up still the
 company''s collection under the item  other income amounted to
 Rs.135 lacs. Constant efforts are on to collect dues and it is expected
 that in the current financial year collection from a few clients will
 materialize.
 
 A few meetings with the Consortium of banks for arriving at out of
 court settlement took place.It is expected that mutually acceptable
 settlement would emerge in the current financial year.Company shall be
 moving an application in Hon''ble Calcutta High Court for early
 hearing of Scheme of arrangement for reorganization of share capital of
 the company and compromise with fixed deposit holders under Sec.391 &
 394 of the Companies Act,1956.Meanwhile, company is paying to such
 fixed deposit holders who are approaching the company under hardship
 condition provided fund flow permits.
 
 The case filed by the Consortium of Banks in DRT Kolkata was being
 contested by the Company on the ground of maintainability and Contempt
 proceedings against the company and its Directors in the Board in
 2005-06 was also opposed and the matter is pending.  Another case in
 DRT Kolkata had been filed by UCO Bank for the funding of Mehta
 Transport deal; AXIS Bank and Indusind Bank, for their respective
 Securitised loan, had filed separate suits in DRT Chennai; IFCI not
 being part of Consortium of Banks, had filed a separate suit in DRT
 Kolkata for their share of loan; IFCW had filed a suit in High Court in
 Calcutta for recovery of its loan. All these cases are being contested
 by the Company.
 
 Being aggrieved by DRAT Order, Uco Bank with other Consortium of Banks
 moved a proceeding under Sarfaesi Act. Company filed a Writ Petition
 before Hon''ble High Court at Calcutta and due to some deficiency in
 the procedure followed by UCO Bank and others, the said Court had
 Ordered that no coercive steps should be taken by Bank. Bank had
 appealed against this Order which is pending.
 
 4. INVESTIGATION U/S 235 OF THE COMPANIES ACT, 1956 :
 
 Serious Fraud Investigation Office (SFIO) had completed their
 investigation in the year 2010 in respect of a few cases and these are
 being contested by the Company in court of law and follow up action in
 respect of them had been initiated. Supplementary investigation in
 respect of a few specific areas are still to be completed.
 
 5. MIS-APPROPRIATION OF COMPANY''S FUND :
 
 On Company''s complaint DCDD Kolkata Police at Lal Bazar Street,
 following their investigation, had filed criminal case against 2 ex.
 employees in Chief Magistrate''s Court at Bankshall Street in the year
 2011.
 
 Company had also filed money suit in Calcutta High Court against 2
 ex.employees for the funds misappropriated by them and the case is in
 progress. One of the employees who had moved City Civil Court seeking
 injunction against the termination of his service is pending for
 hearing.
 
 6. SUBSIDIARY COMPANY :
 
 The wholly owned subsidiary, Nicco Insurance Agents and Consultants
 Ltd. (NIACL) has incurred a loss of Rs. 0.92 lacs as they could not
 generate any business.
 
 7. STATUTORY INFORMATION :
 
 There was no employee during the year ended 31st March, 2014 in respect
 of whom the particulars are required to be disclosed with reference to
 Section 217(2A) of the Company''s Act 1956.
 
 Since your Company has no manufacturing activities, the disclosure
 relating to conservation of energy and technology absorption is not
 applicable under the provisions of Companies (Disclosure of particulars
 in the Report of Board of Directors) Rule, 1988.
 
 The Company had no Foreign exchange earnings and outgo during the year
 under review.
 
 8. DIRECTORS :
 
 Mr. Kartick Kumar Chatterjee retire by rotation in the ensuing
 Thirtieth Annual General Meeting and, being eligible, offer himself for
 reappointment.
 
 As mentioned in previous report, Company had submitted to Central
 Government an application for the reappointment of Mr. L. N.  Kaul as
 Managing Director and Company Secretary with effect from 15.4.2013 and
 all the formalities in this connection were complied.  Central
 Government, through Ministry of Corporate Affairs had considered
 application unfavourably stating that as per Companies Act, 1956, Mr.
 L. N. Kaul cannot hold dual position of Managing Director and Company
 Secretary.
 
 As per legal opinion received, an application to Central Government was
 not necessary for the period 15.4.2013 to 31.3.2014 pursuant to the
 Notification dated 14th July, 2011, modifying Schedule XIII of the
 Companies Act, 1956.However, Mr. L. N. Kaul cannot hold dual position
 of Managing Director and Company Secretary as per Companies Act, 2013.
 Hence, to regularize the same Mr. Kaul had resigned from the position
 of Company Secretary w.e.f 1.4.2014 and Mr. S. S. Majumdar, a qualified
 Company Secretary had been appointed from 1st April, 2014.
 
 Since the objection of Central Government had been taken care of, Board
 in its meeting held on 1st April, 2014 had decided that Company make a
 fresh application to Central Government for approving the proposed
 remuneration of Mr. L. N. Kaul for the period 1.4.2014 to 14.4.2018
 which was already approved in the Extra Ordinary General Meeting held
 on 26.2.2013.
 
 Independent Director, as per Companies Act, 2013 shall hold office for
 a term of 5 consecutive years on the Board of a Company and shall be
 reappointed by passing of a Special Resolution by the Shareholders of
 the Company. Independent Director shall be eligible to hold office for
 two consecutive terms of 5 years and retirement by rotation shall not
 be applicable to such Directors.
 
 As per the requirement of Companies Act, 2013, Mrs. Aparna Dey, Woman
 Director, was co-opted as Additional Director in the Board Meeting held
 on 31.7.2014. She meets the requirements of Independent Director as
 stipulated in Companies Act, 2013.
 
 Accordingly, Mr. B. Roy & Mrs. Aparna Dey, being eligible are proposed
 to be appointed as independent Directors for a term of 5 consecutive
 years on the Board of Directors of the Company.
 
 Auditors in their report dated 30th May, 2014 under Report on other
 Legal and Regulatory Requirement, Clause 2(e) have stated that due to
 continuing default in repayment of fixed deposit the Directors of the
 Company are disqualified as on 31st March, 2014 from being appointed as
 Directors in other Public Companies in terms of clause (g) of
 subsection (1) of Section 274 of the Companies Act, 1956. Directors are
 not in agreement with the contention of the Auditors and their view has
 been supplemented by legal opinion received from a legal firm to the
 extent that such restriction on the Directors of the Company expired on
 31st March, 2013.
 
 9. DIRECTORS'' RESPONSIBILITY STATEMENT :
 
 Pursuant to the provisions of Section 217(2AA) of the Act, the
 Directors state that:
 
 (a) In the preparation of the Annual Accounts for the year ended March
 31, 2014, applicable Accounting Standards have been followed with no
 material departure;
 
 (b) Your directors have selected such accounting policies and applied
 them consistently and made judgments and estimate 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, 2014 and of the loss for the year ended
 31st March, 2014.
 
 (c) Your directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding assets of the
 company and/or for preventing and detecting frauds and other
 irregularities and while discharging their duties they had relied on
 the contention of the Management and also on the report of the Internal
 Auditors (outside firm), both of which required improvement in several
 aspects.
 
 (d) The accounts for the year ended March 31,2014 have been prepared on
 a going concern concept based on legal opinion obtained pending final
 outcome of the appeal preferred by the Company against cancellation of
 Certificate of Registration by RBI.
 
 10. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE :
 
 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 along with the certificate of
 the Auditors is also attached (Annexure ''B'').
 
 11. AUDITORS & AUDITORS'' REPORT :
 
 The name of M/s.G. Basu & Company, Chartered Accountants has been
 proposed for reappointment as Auditors of the Company to hold office of
 the Auditors from the ensuing Annual General Meeting.
 
 In regard to qualifications made by the Auditors in Auditors'' Report,
 Annexure to the Auditors'' Report and Certificate issued on compliance
 of conditions of Corporate Governance, all dated 30th May, 2014, the
 comments of the Board of Directors are as under against respective
 clauses of the said report.
 
 12. AUDITORS'' REPORT :
 
 In regard to qualifications made by the Auditors in Auditors'' Report,
 Annexure to the Auditors'' Report and Certificate issued on compliance
 of conditions of Corporate Governance, all of them dated 30th May,
 2014, the comments of the Board of Directors are as under against
 respective clauses of the said report :
 
 Comments & Clarifications to Auditors'' qualifications in their
 Reports Basis for qualified Opinion
 
 Clause (a) - Please refer to Note No.2.21of Notes to Financial
 statement in this regard. Necessary action if any will be taken on
 disposal of the appeal.
 
 Clause (b) - Please refer to Note No.2.3(ix) of Notes to Financial
 Statement in this regard. Huge loss suffered by the Company since F.Y -
 2003-04 to date along with embargo on the Company by RBI for doing fund
 based business have adversely impacted the Cash flow position of the
 Company.Shortfall in repayment of fixed deposit as per modified CLB
 Order arose due to paucity of fund.
 
 Clause (c ) Please refer to Note No. 2.3(x) of Notes to Financial
 Statement in this connection.
 
 Emphasis of matter
 
 (i) Please refer to note no.2.3 and 2.5 of Notes to Financial Statement
 in this regard.Necessary action, if any, will be taken on disposal of
 the case.
 
 (ii) Please refer to note no.2.11 (d) of Notes to Financial Statement
 in this regard.The investigation conducted by SFIO has been partially
 completed and follow up action in respect of them has been initiated.
 
 (iii) Please refer to Note No.2.36 of Notes to Financial Statement
 which is self explanatory.
 
 Report on other Legal and Regulatory Requirements -
 
 Clause 2(e) - For disqualification of Directors u/s 274 (1)(g) of the
 Companies Act,1956, please refer to clause 8, para - 7 of Directors
 Report.
 
 ANNEXURE TO AUDITORS'' REPORT :
 
 Clause :
 
 1.(a). The updation of Fixed Asset register destroyed in a fire in the
 office premises is under process.
 
 2(a)(b)(c). 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
 doesn''t exist and accordingly the same has not been verified.
 
 (4). Appropriate steps have been initiated by devising a multi layer
 checking system to remove the weaknesses noticed in the internal
 control system which is under constant review for scope of up
 gradation, if any.
 
 Clause.6: The net worth of the company has completely been eroded due
 to huge loss suffered by the company. Thus, present
 
 outstanding fixed deposit liability of the company has exceeded the
 prescribed limit though the deposits were accepted as per RBI norms and
 guidelines.
 
 (a). Please refer to Note No.2.3 (x) & (xi) of Notes to Financial
 Statement in this regard. Huge loss suffered by the company since the
 F.Y 2003 - 2004 to date along with embargo on the company by RBI from
 doing fund based business have adversely impacted the cash flow
 position of the company. Shortfall in payment of fixed deposit as per
 modified CLB order arose due to paucity of fund.
 
 Clause 9: (a) Due to closure of business resulting into exodus of
 executives and cancellation of certificate by RBI, the company is
 unable to identify the liability.
 
 Clause 9: (b) Please refer to Note nos.2.7 and 2.23 (a) & (b) of Notes
 to Financial Statement.As the disputes have not yet been settled, the
 Company is not in a position to comment further.
 
 Clause 11: Consequent upon cancellation of certificate of registration
 by RBI, projections made in the scheme filed u/s 391(1) and 391(6) of
 the Companies Act, 1956 for revival of the company was jeopardized. UCO
 Bank and other secured lenders have then initiated various legal
 actions against the company as detailed in Note No.2.3 iv(a) to (f).
 The company was then compelled to withdraw the said scheme filed u/s
 391(1) and 391 (6) of the Companies Act, 1956. As the matter is
 sub-judice, necessary action, if any, will be taken on disposal of the
 pending cases.
 
 Clause 14: Please refer note 2.9(a) to 2.9(d) of Notes to Financial
 Statement in this regard which are self explanatory.
 
 In regard to qualifications made under certificate issued on Corporate
 Governance, we state:
 
 (a) To cut cost, company is not having its own Website but sending
 financial data regularly to Stock Exchange in their required format for
 publishing at their website.
 
 (b) In view of present financial condition of the company, effort is
 made to cut /reduce cost and accordingly Membership of CDSL was given
 up in the financial year 2005-06 as maximum activity of company''s
 shares are confined to NSDL.Shareholders were also informed to comply
 with this request through Annual Reports and Accounts.CDSL had stopped
 sending their data since financial year 2010-11.
 
 13. APPRECIATION :
 
 Your Directors wish to thank the company''s stakeholders and fixed
 deposit holders for their support.
 
                                   On behalf of the Board of Directors
 31st July, 2014
                                                   DEBDATTA SAILA
 Kolkata                                             Chairman
स्रोत: रेलीगरे टेचनोवा

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