DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting 20th Annual Report and the audited accounts of the Company for the year ended 31st March, 2014. DIVIDEND In view of non-availability of distributable profits and for conservation of funds, your Directors express their inability to recommend any dividend for the year. BUSINESS OUTLOOK AND FUTURE PROSPECTS In General, the outlook for the NBFC's continues to remain uncertain proposition. The Company has made significant investment in equity capital of the other companies and expects decent return on capital over a longer time period. FIXED DEPOSITS The Company has not accepted any deposit under Section 58A of the Companies Act, 1956 during the year under Review. DIRECTORS Mr. V. K. Mohatta retire from directorship of the Company by rotation, and being eligible, offers himself for re-appointment. In strict compliance with Section 149 of the Companies Act, 2013, Mr. Sanjay Modi, Mr. L. K. Parwa and Mr. Rahul Sarda retire from directorship at the upcoming Annual General Meeting and being eligible offer themselves for appointment. They will be designated as "Independent Director" and their tenure of directorship as an Independent Director, if approved by the Members of the Company will be for a term of 5 years commencing on and from the date of the Annual General Meeting in which they are elected by Members of the Company. Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional area and the names of the Companies in which they hold directorship and membership/ chairmanship of Board Committees, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are provided as an annexure to the Notice convening the Annual General Meeting. DIRECTORS' RESPONSIBILITY STATEMENT i. The Directors hereby confirm: i. that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. that the selected accounting policies were applied consistentlyand the Directors 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 as at March 31, 2014 and of the profit or loss of the Company for the year ended on that date; iii. that proper and sufficient care has been taken 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; iv. that the annual accounts have been prepared on a going concern basis. AUDITORS M/s.S.Singhi & Associates, Chartered Accountants (Firm Registration No. 317039E), Auditors of the Company will retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The members are requested to appoint the auditors and to authorise the Board of Directors to fix their remuneration. AUDITORS' REPORT The observations made in the Auditors' Report are self-explanatory and do not require further clarification. LISTING The Equity shares of the Company is listed on the following Stock Exchange: Name of stock Exchange Bombay Stock Exchange Ltd. Address Code No. P. J. Towers Dalal Street Mumbai -400001 531051 ENERGY,TECHNOLOGY AND FOREIGN EXCHANGE As the company is engaged in financial services activities and there is no earning and outgo of foreign exchange, the disclosure required u/s 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is not applicable. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & REPORT ON CORPORATE GOVERNANCE As required under the listing agreement with the Stock Exchanges, a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed and form part of this Report. PARTICULARS OF EMPLOYEES The company had no employee of category indicated u/s 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 as amended from time to time. ACKNOWLEDGEMENT The Board expresses its deep gratitude and thanks to the regulatory authorities, clients, bankers,business associates and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by its employees, but for which, the Company could not have achieved what it did during the year under review. For and on behalf of the Board V.K. Mohatta Director L K Parwa Director Place:Kolkata Date: 28-05-2014 |