REPORT OF THE DIRECTORS For the year ended 31st March, 2014 1. The directors hereby present their 30th Annual Report together with the audited statement of accounts for the year ended 31st March 2014. 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 |