Mar 31, 2015
The Directors hereby present their Thirtieth Annual Report together
with the Audited Financial Statements of the Company for the year ended
31ot March 2015.
FINANCIAL RESULTS
(Rs. in Lakhs)
For the For the
year ended year ended
31-3-2015 31-3-2014
Gross Income 108 43
Less: Expenditure 6678 5803
Less: Depreciation 5 6
Gross Profit/(Loss) (6575) (5766)
Less Exceptional items 109 50
Profit/(Loss) before tax (6466) (5716)
Tax Expense relating to earlier
years 76 -
Profit/(Loss) after tax (6542) (5716)
Add Depreciation of earlier years 2 -
Profit/(Loss) after Depreciation for (6544) (5716)
earlier years
Add Balance brought forward from (78640) (72924)
earlier years
Loss carried to Balance Sheet (85184) (78640)
In view of the losses the question of transfer of any amount to
reserves does not arise.
DIVIDEND
In view of the continued losses, your Directors regret their inability
to recommend any dividend on the Preference or Equity Shares.
INDUSTRY STRUCTURE, OPERATIONS AND DEVELOPMENT
There was improvement in the economy especially due to the growth of
the services sector and a moderate growth in the manufacturing sector
which resulted in improved GDP compared to the previous year with the
inflation in moderate terms towards the later part of the year which
helped fundamentally strong financial companies to register growth.
However, your Company could not cash in on the above positive
background as it could not engage in any significant business activity
primarily due to the cancellation of the Certificate of Registration as
a Non-Banking Financial Company by the Reserve Bank of India and
difficulty in entering into new business of non- banking non finance
due to lack of funds and consequently your Company does not fall under
any industry structure. The Company however has financial services as
its main activity in its Memorandum of Association. The Board of
Directors have, in the absence of the required financial support from
the Banks and also due to ongoing recovery suits filed by them before
various Debt Recovery Tribunals, have not been able to implement any
viable Business Plan. This has resulted in continued losses and caused
a tremendous pressure on the Company to meet operational expenses and
payment of liabilities.
The Debt Recovery Tribunals have passed decrees in favors of the Banks
and Financial Institutions in most of the cases filed by them for
realization of their outstanding dues. Pursuant thereto, Recovery
Officers have taken over possession of the Company's properties,
charged to these Banks and Financial Institutions and have also
disposed them off except 3 properties.
OPPORTUNITIES, THREATS, RISKS, CONCERNS, PERFORMANCE AND OUTLOOK
Though there is scope and opportunity for the Company to engage in
constructive and profitable business activities in view of its
experience and the promising outlook in the economy but lack of
financial resources is preventing it from taking up any new measures to
revive it. There is therefore a great amount of uncertainly regarding
future outlook of the Company though your Directors are striving hard
to take effective steps. Acute shortage of funds faced by the Company
in the past is likely to continue at least in the near future unless
there is capital infusion coupled with a restructuring exercise. The
accumulated losses is a cause for concern which dissuades stake holders
from participating in a restructuring exercise
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place an established internal control system
designed to ensure proper recording of financial and operational
information and compliance of various internal controls and other
regulatory and statutory compliances. Self certification exercise is
also conducted by which senior management certifies effectiveness of
the internal control system of the Company. Internal Audit has been
conducted throughout the organization by qualified Internal Auditors.
Findings of the internal Audit Report are reviewed by the top
Management and by the Audit Committee of the Board and proper follow up
action are ensured wherever required. The Statutory Auditors have
evaluated the system of internal controls of the Company and they have
reported that the same are adequate and commensurate with the size of
the Company and nature of its business.
DISCUSSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONS
Your attention is drawn specifically to the issues mentioned
hereinbefore under the head 'Industry Structure, Operations and
Development' and to the comments under the head 'Opportunities,
Threats, Risks, Concerns, Performance and Outlook' hereinbefore. Your
Company's financial position is under extreme stress and needs a
concerted effort from creditors, shareholders and third parties for any
significant positive turnaround to emerge in the long run.
Subsidiary Company
The Company has prepared a Consolidated Financial Statement of the
Company and its subsidiary namely Samudra Securities Limited in the
form and manner as that of the Company in accordance with the
provisions of Section 129 (3) of the Companies Act, 2013, the Rules
made there under and in compliance with the applicable accounting
standards and the listing agreement with the Stock Exchanges which has
been duly audited by the Statutory Auditors of the Company. The
Consolidated Financial Statement form part of this Report and the same
shall be laid before the Annual General Meeting while laying the
financial statements of the Company. A Report on the performance and
financial position of the Subsidiary Company in form AOC-1 forms a part
of the Consolidated Financial Statement
In terms of Clause 49 of the Listing Agreements with the Stock
Exchanges Samudra Securities Limited is a material subsidiary. As per
the aforesaid Clause 49 the policy of the Company for determining
material subsidiaries is posted on the website of the Company and may
also be accessed at the link http://cflltd.in
Vigil Mechanism Policy/Whistle Blower Policy
In compliance with the provisions of Section 177(9) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement, the Company has
framed a vigil mechanism policy and system of vigil mechanism to deal
with instances of fraud and mismanagement, if any, and concerns about
violation of Company's policies. The details of the Vigil Mechanism
and Whistle Blower Policy are also posted on the website of the Company
and may be accessed at the link http://cflltd.in
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Considering the nature of your Company's activities during the year
under review your Company did not consume energy of any significant
level nor there was much scope for taking any measures for energy
conservation, research and development, technology absorption, and
making any additional investment for the above purposes and no comment
is made in this regard. There has been no foreign exchange earnings or
outgo during the year under review.
Public Deposits
The Company had repaid all deposits which were claimed by the deposit
holders in terms of the Schemes sanctioned by the Hon'ble Company Law
Board except 3,624 deposits with a principal amount of Rs.4,41,63,804
and a maturity amount of Rs.5,43,90,485 which were not claimed by the
deposit holders in spite of the Company sending reminders to them at
periodic intervals. The unclaimed deposits are being paid as and when
the same are claimed and an amount of Rs.000 has been paid since 310t
March, 2015.
Number of meetings of the Board of Directors
There were 6 meetings of the Board of Directors held during the
financial year 2014-15 and the details are mentioned in the Corporate
Governance Report attached to this Report.
Directors' Responsibility Statement
Pursuant to Section 134(3) ( c ) of the Companies Act, 2013, the
Directors to the best of their knowledge and belief and according to
the information and explanations obtained confirm that:
(i) in the preparation of the Annual accounts for the year ended 31ot
March, 2015, the applicable accounting standards had been followed
along with proper explanations relating to material departures, if any;
(ii) they had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 loss of the
Company for that period;
(iii) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the Accounts had been prepared on a going concern basis;
(v) proper financial controls were in place and that the financial
controls were adequate and were operating effectively and
(vi) proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
Declaration by Independent Directors
Mr B N Tripathi, Mr Sujit Datta and Mr A V Sudhakaran are Independent
Directors on the Board of the Company. The Company has received
declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of Independence as
prescribed both under the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
Audit Committee
The Audit Committee of the Board of Directors consist of Mr Sujit
Datta, Mr.B N Tripathi and Mr A V Sudhakaran and the Company Secretary
is the Secretary of the Committee. The Managing Director, Chief
Financial Officer and Auditors are permanent invitees to the Committee
meetings. The details of terms of reference of the Committee, number
and dates of meetings held and other details are given separately in
the Corporate Governance Report. Your Company has a well structured
internal audit system commensurate with its size and operation. During
the year there was no occasion when the Board had not accepted the
recommendations of the | Audit Committee
Stakeholders' Relationship Committee
The Company has a Stakeholders' Relationship Committee for reviewing
the complaints of investors in the Company. The members of the
Committee are Mr.Sujit Datta, Mr.H C.Mathur and Mr A V Sudhakaran The
number of meetings held and other details are given separately in the
Corporate Governance Report.
Corporate Social Responsibility
The provisions of the Companies Act, 2013 regarding Corporate Social
Responsibility are not applicable to the Company due to continuous
losses suffered by the Company.
Nomination and Remuneration Committee
The Company has a Nomination and Remuneration Committee consisting of
Mr A V Sudhakaran, Mr B N Tripathi and Mr Sujit Datta as its members.
The details of terms of reference of the Committee and number of
meetings held and the brief outline of the remuneration policy of the
Company are given separately in the attached Corporate Governance
Report. The Company Secretary acts as the Secretary of the Committee.
Directors
Mr H C Mathur was re-appointed as Managing Director of the Company for
a further period of one year with effect from 1ot May, 2015, subject to
the approvals of the shareholders and the Central Government on the
expiry of his earlier term on 30th April, 2015. Necessary Special
Resolution has been proposed in the Notice of the Annual General
Meeting for this purpose.
As per the provisions of the Companies Act, 2013 and the revised
Corporate Governance stipulations of the Stock Exchanges it was
necessary to appoint a woman director on the Board of Directors of the
Company. The Board has accordingly appointed Mrs.Jostna Shrestha as an
Additional Director of the Company with effect from 31st March, 2015
who will vacate her office at the ensuing Annual General Meeting
pursuant to Section 161 of the Companies Act, 2013. The Company has
received a notice from a member under section 160(1) of the Companies
Act, 2013 proposing Mrs JostnaShreshtaas a candidate for the office of
Director of the Company.
As per Section 149 and other applicable provisions of the Companies
Act, 2013 your Directors are seeking re-appointment of Mrs Jostna
Shreshta as an Independent Director of the Company to hold office for a
term of five consecutive years up to the conclusion of Thirty-fifth
Annual General Meeting of the Company. Details of the proposal for her
appointment are mentioned in the Explanatory Statement set out in the
annexed Notice.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration and other Committees. The manner in which the evaluation
has been carried out has been explained in the Corporate Governance
Report.
Risk Management
Risk Management is the process of identification, assessment and
prioritization of risks followed by coordinated efforts to minimize,
monitor, mitigate and control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. The
procedures are reviewed to ensure that executive management controls
risk through means of a well thought framework. The Company has
appointed a Risk Management Committee in terms of the requirement of
the provisions in the Listing Agreement with the Stock exchange
regarding Corporate Governance and the members of the Committee are Mr
Sujit Datta, Mr H C Mathur and Mr A V Sudhakaran.
Particulars of employees and key managerial personnel (KMP)
The following are the Key Managerial Personnel of the Company in terms
of Section 203 of the Companies Act, 2013:
Pursuant to Section 134 (3) (q) read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
details of Key Managerial Personnel required to be furnished as per the
said Rules are annexed to this Report. There were no employees who were
drawing remuneration in excess of the limit provided in Rule 5 (2) of
the aforesaid Rules
Details of significant and material orders passed by the Regulators,
Courts and Tribunals
No significant and material order has been passed by any Regulator,
Court or Tribunal impacting the going concern status and Company's
operation in future
Particulars of Loans, Guarantee or Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the financial statements.
Related Party Transactions
All related party transactions that were entered into during the
financial year were on arms' length basis and were in the ordinary
course of business. There were no materially significant related party
transactions made by the Company with promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. All
related party transactions are placed before the Audit Committee and
given in the notes annexed to and forming part of this Financial
Statement.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT 9 as required under Section 92 of the Companies Act, 2013 are
annexed to this Report.
Corporate Governance
In accordance with the requirements of the Listing Agreements with the
Stock Exchanges, a Report on Corporate Governance along with a
certificate of the Auditors confirming compliance is set out in the
Annexure forming part of this Annual Report
Human Resources
The Company's relations with the employees continued to be cordial.
Efforts to maximize utilization of scarce resources was a continuous
process throughout the year. The Company received some innovative ideas
from a few employees for achieving greater efficiencies, cost control
and recoveries and those with substance are being implemented.
Auditors and Audit Report
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the rules framed there under Messrs Tarmaster & Co., Chartered
Accountants, (Firm Registration No.302016E) were appointed as the
Statutory Auditors of the Company by the Shareholders on 29th
September, 2014 at the Twenty ninth Annual General Meeting of the
Company to hold office till the date of the Thirty second Annual
General Meeting, subject to ratification of their appointment at the
thirtieth and thirty first Annual General Meetings. Accordingly a
Resolution seeking Members ratification for their appointment is
included in item 2 of the Notice convening the Annual General Meeting.
Regarding comments of the Auditors regarding non compliance of the Non-
Banking Financial (Deposit Accepting or Holding) Companies Prudential
Norms(Reserve Bank) Directions, 2007 and the Company not being able to
maintain minimum Capital Risk Asset Ratio (CRAR) as prescribed by the
aforesaid
Directions the comments of the Board are as under:
The Company's net worth had become negative in March, 2002 due to
continued losses. Later Reserve Bank of India cancelled the NBFC
Registration. Hence the maintenance of CRAR and other compliances of
the Directions are no more applicable to the Company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
Messrs Ranjit Ghosh & Co., Company Secretaries (Membership No.FCS 3724)
were appointed to carry out a secretarial audit of the Company. The
Secretarial Audit Report is attached in the Annexure forming part of
this Annual Report. As regards the comments of the Secretarial Audit
Report your Board's reply is as follows:
1) The Company could not increase the minimum public shareholding due
to the distressing financial position of the Company which in turn has
rendered it extremely difficult to plan any exercise in this regard due
to the anticipated reluctance of the public to take up Promoters shares
for divestment and the non feasibility of making a further issue of
shares to the public.
2) The Company's application to National Stock Exchange of India for
delisting its Equity Shares is still pending for which no reasons have
been furnished to the Company in spite of numerous complaints to the
Exchange and to the concerned Regulator and hence the Company has
withheld the payment of listing fees to the said Exchange.
ACKNOWLEDGEMENT
Your Directors wish to record their appreciation of the encouragement,
support, assistance and co-operation received from the Company's
bankers, financial institutions, shareholders, depositors and employees
throughout the year
For and on behalf of the Board
(H.C.Mathur) (Sujit Datta)
Managing Director Director
(DIN: 00054757) (DIN:00337464)
Kolkata
Dated: 27th May, 2015
Mar 31, 2014
Dear members,
The Directors hereby present their Twenty-ninth Annual Report together
with the Audited Financial Statement of the Company for the year ended
31st March 2014.
FINANCIAL RESULTS (Rs. in Lakhs)
For the For the
year ended year ended
31-3-2014 31-3-2013
Gross Income 43 48
Less: Expenditure 5803 5086
Less: Depreciation 6 6
Gross Profit/(Loss) (5766) (5044)
Less Exceptional items 50 120
Profit/(Loss) before tax (5716) (4924)
Provision for tax - -
Profit/(Loss) after tax (5716) (4924)
Add Balance brought forward (72943) (68019)
from earlier years
Loss carried to Balance Sheet (78659) (72943)
DIVIDEND
In view of the continued losses, your Directors regret their inability
to recommend any dividend on the Preference or Equity Shares.
DIRECTORS
As per Section 149 and other applicable provisions of the Companies
Act, 2013 your Directors are seeking appointment of Mr. Sujit Datta,
Mr. B. N. Tripathi and Mr. A. V. Sudhakaran as Independent Directors
for a term of five consequent years each upto the conclusion of thirty
fourth Annual General Meeting of the Company in the calendar year
2019.Details of the proposal for their appointment are mentioned in the
Explanatory Statement set out in the annexed Notice.
Particulars of Employees
The Company had no employee of the category specified under Section 217
(2A) of the Companies Act, 1956 during the year under review.
Subsidiary Company
In view of the general exemption granted by the Ministry of Corporate
Affairs, Government of India vide Circular No.2/2011 dated 8th
February, 2011 the Annual Report and Accounts of Samudra Securities
Limited, the subsidiary of your Company, for the year ended 31st March,
2014 have not been annexed to this Report. However, the duly audited
consolidated financial statements of your Company and the subsidiary
prepared in strict compliance with the applicable Accounting Standards
and Listing Agreements are disclosed in this Report. Your Company will
make available the Accounts of the subsidiary and the related detailed
information to any shareholder of the Company on request in writing.
The Report and Accounts of the subsidiary will also be kept open for
inspection by the shareholders of the Company at the Registered Office
of the Company and that of the subsidiary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
Your Company did not consume energy of any significant level during the
year under review and, therefore, there was not much scope for taking
any measures for energy conservation and for making any additional
investment for reduction of energy consumption. Further, there being
no involvement of any technology in the Company''s activities during the
year no comment is made in this regard.
There has been no foreign exchange earning or outgo during the year
under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures, if any ;
(ii) they had selected such accounting policies and applied them
consistently and made judgements and estimates that were 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 loss of the
Company for that period;
(iii) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) the Accounts had been prepared on a going concern basis.
CORPORATE GOVERNANCE
In accordance with the requirements of the Listing Agreements with the
Stock Exchanges, a Report on Corporate Governance along with a
certificate of the Auditors confirming compliance is attached
(AnnexureA)
HUMAN RESOURCES
The Company''s relations with the employees continued to be cordial.
Efforts to maximize utilization of scarce resources was a continuous
process throughout the year.The Company received some innovative ideas
from a few employees for achieving greater efficiencies, cost control
and recoveries and those with substance are being implemented.
AUDITORS & AUDIT REPORT
Messrs Tarmaster & Co., Chartered Accountants, the Auditors of the
Company, retire at the ensuing Annual General Meeting. Pursuant to the
provision of Section 139 and other applicable provisions of the
Companies Act, 2013 and Rules made thereunder, Messrs Tarmaster & Co.,
who have been the Statutory Auditors of the Company since 1983 can hold
their office only for a period of three years.
Accordingly, the Board of Directors recommend their appointment for a
period of 3 years i.e. from the date of ensuing Annual General Meeting
(AGM) till the date of thirty second AGM.
Regarding comments of the Auditors on the Company regarding non
compliance of the Non-Banking Financial (Deposit Accepting or Holding)
Companies Prudential Norms(Reserve Bank) Directions, 2007 and the
Company, not being able to maintain minimum Capital Risk Asset Ratio
(CRAR) as prescribed by the aforesaid Directions, the comments of the
Board are as under.
The Company''s networth had become negative in March 2002 due to
continued losses. Later, Reserve Bank of India cancelled the NBFC
Registration. Hence the maintenance of CRAR and other compliances of
the Directions are no more applicable to the Company.
ACKNOWLEDGEMENT
Your Directors wish to record their appreciation of the encouragement,
support, assistance and co-operation received from the Company''s
bankers, financial institutions,shareholders,depositors and employees
throughout the year
For and on behalf of the Board
(H. C. Mathur)
Chairman
Kolkata
Dated: 30th May, 2014
Mar 31, 2013
The Directors hereby present their Twenty-eighth Annual Report
together with the Audited Financial Statement of the Company for the
year ended 31st March 2013.
FINANCIAL RESULTS
(Rs. in Lakhs)
For the For the year
year ended ended
31-3-2013 31-3-2012
Gross Income 46 56
Less: Expenditure 5085 17121
Less: Depreciation 6 10
Gross Profit/(Loss) (5045) (17075)
Less Exceptional items 120 211
Profit/(Loss) before tax (4925) (16864)
Provision for tax -
Profit/(Loss) after tax (4925) (16864)
Add Balance brought forward
from earlier years (61999) (51135)
Loss carried to Balance Sheet (66924) (61999)
DIVIDEND
In view of the continued losses, your Directors regret their inability
to recommend any dividend on the Preference or Equity Shares.
DIRECTORS
Mr. A V Sudhakaran retires by rotation and, being eligible, offers
himself for reappointment.
PARTICULARS OF EMPLOYEES
Mr.Amarendra Nath Misra was the only employee falling within the
purview of Section 217(2-A) of the Companies Act, 1956 and his
particulars are appended below:
Designation Remuneration Nature of
Employment Nature of Duties
(Rs.) whether
contractual
or otherwise
Executive
Director 88,83,896 Contractual In-charge of Legal
functions and
recoveries
Desigation Qualification
and total Date of Age Last employment
service
Experience commencement held and desig
nation
(Years) of employ
ment
Executive B.A., LL.M.,
Director MBA, 06.09.1995 48 Head- Legal
Department
PGDCS 29
Years Indo-Gulf
Fertilizers &
Chemicals
Limited
SUBSIDIARY
In view of the general exemption granted by the Ministry of Corporate
Affairs, Government of India vide Circular No.2/2011 dated 8th
February, 2011 the Annual Report and Accounts of Samudra Securities
Limited, the subsidiary of your Company, for the year ended 31st March,
2013 have not been annexed to this Report. However, the duly audited
consolidated financial statements of your Company and the subsidiary
prepared in strict compliance with the applicable Accounting Standards
and Listing Agreements are disclosed in this Report. Your Company will
make available the Accounts of the subsidiary and the related detailed
information to any shareholder of the Company on request in writing.
The Report and Accounts of the subsidiary will also be kept open for
inspection by the shareholders of the Company at the Registered Office
of the Company and that of the subsidiary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
Your Company did not consume energy of any significant level during the
year under review and, therefore, there was not much scope for taking
any measures for energy conservation and for making any additional
investment for reduction of energy consumption. Further, there being no
involvement of any technology in the Company''s activities during the
year no comment is made in this regard.
There has been no foreign exchange earnings or outgo during the year
under
review.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures, if any ;
(ii) they had selected such accounting policies and applied them
consistently and made judgments'' and estimates that were 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 loss of the
Company for that period;
(iii) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) the Accounts had been prepared on a going concern basis.
CORPORATE GOVERNANCE
In accordance with the requirements of the Listing Agreements with the
Stock Exchanges, a Report on Corporate Governance along with a
certificate of the Auditors confirming compliance is attached (Annexure
A)
HUMAN RESOURCES
The Company''s relations with the employees continued to be cordial
and the number of employees at the yearend was 15.
Efforts to maximize utilization of scarce resources was a continuous
process throughout the year. The Company received some innovative ideas
from a few employees for achieving greater efficiencies, cost control
and recoveries and those with substance are being implemented.
AUDITORS & AUDIT REPORT
Messrs Tar master & Co., Chartered Accountants, the Auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for re-appointment.
Regarding Auditors'' comments on inability of the Company to maintain
minimum Capital Risk Asset Ratio(CRAR) as prescribed by the Reserve
Bank of India and non-compliance of the provisions of the Non-Banking
Financial Companies
(Reserve Bank of India) Directions 1977 /Non-Banking Financial (deposit
accepting or holding) Companies (Reserve Bank of India) Directions,
2007 the comments of the Board are as under :
Due to huge losses, the net worth of the Company is negative and hence
it is not in a position to meet the requirements laid down by the
Reserve Bank of India (RBI). Hence the Company cannot carry NBFC
Business. However RBI has directed the Company to comply with all RBI
formalities till the repayment of deposits and closing all NBFC
business. The notes referred by the auditors are self explanatory.
ACKNOWLEDGEMENT
Your Directors wish to record their appreciation of the encouragement,
support, assistance and co-operation received from the Company''s
bankers, financial institutions, shareholders, depositors and employees
throughout the year
For and on behalf of the Board
(H.C.Mathur)
Chairman
Kolkata
Dated: 30th May, 2013
Mar 31, 2012
The Directors hereby present their Twenty-seventh Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2012.
FINANCIAL RESULTS
(Rs. in Lakhs)
For the year For the year
ended ended.
31-3-2012 31-3-2011
Gross Income 56 80
Less: Expenditure 17121 1159
Less: Depreciation N 10 11
Gross Profit/(Loss) (17075) (1090)
Less Exceptional items 211 83
Profit/(Loss) before tax (16864) (1007)
Provision for tax - -
Profit/(Loss) after tax (16864) (1007)
Add: Balance brought forward
from earlier years (51135) (50128)
Loss carried to Balance Sheet (61999) (51135)
DIVIDEND
In view of the continued losses, your Directors express their inability
to recommend any dividend on the Preference or Equity Shares.
INDUSTRY STRUCTURE, OPERATIONS AND DEVELOPMENT
The expenditure for the year was high as the Company had accounted for
dues to the lenders on the basis of their claims. Earlier, the
accounting was done on the basis of Company's proposal made in 1999
which had in-principle approval of most of the lenders. The change was
done since the Company's appeals before the appellate authorities were
dismissed and the Recovery proceedings had commenced.
Your Company's efforts for revival did not materialise due to
difficulty in raising funds and the consequent inability to negotiate
with creditors for payment of dues. Your Company has not been able to
venture into any new/viable business despite its best efforts but it
continued to carry on existing activities. However, it succeeded in
realization of its dues relating to the NBFC activities carried out in
the past and also disposal of assets which helped your Company in
meeting its liabilities to some extent during the year under review.
Like in the last few years, your Company could manage with great
difficulty to pay off the instalment due to the depositors during the
year 2011-12 in full compliance of the Order of the Hon'ble Company Law
Board. Some of the secured creditors obtained decrees from Debt
Recovery Tribunals (DRTs) for outstanding dues and some of the fixed
assets given on security have been disposed off by the office of DRT.
Proceedings are still continuing in respect of the unsecured creditors.
Your Company has taken appropriate steps at the next higher level
wherever possible for defending the proceedings.
Your Company has repaid all claimed deposits which were due during the
year under review in full compliance of the Order passed by the Hon'ble
Company Law Board dated 13th October, 2009. There were 4208 unclaimed
deposits aggregating to Rs. 636.86 lakhs at the close of the year. Your
Company has written to all these depositors on how to claim these
deposits and those remaining unclaimed will be dealt with as per the
relevant/applicable laws Oppurtunities.
OPPORTUNITIES, THREATS, RISKS, CONCERNS, PERFORMANCE AND OUTLOOK
Your Company's continued efforts to implement the revival plan has not
materialized. In view of the mounting liabilities and losses, the
outlook is hot encouraging. Your Company is still striving hard to meet
some of its liabilities.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective system of accounting and administrative
controls supported by an internal audit system with proper and adequate
system of internal checks and controls to ensure safety and proper
recording of all assets of the Company and their proper and authorised
utilisation.
DISCUSSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONS
Your attention is drawn specifically to the issues mentioned
hereinbefore under the head 'Industry Structure, Operations and
Development' and to the comments under the head 'Opportunities,
Threats, Risks, Concerns, Performance and Outlook'. Your Company's
financial position is under extreme stress and needs a concerted effort
from creditors, shareholders and other third parties for any
significant positive result to emerge in the long run.
DIRECTORS
Mr.Sudhamoy Chatterjee resigned from the Board of Directors with effect
from 26th December, 2011 and the Board has placed on record its deep
appreciation for the valuable services rendered by Mr. Chatterjee
during the tenure of his directorship in the Company.
Mr. B.N.Tripathi retires by rotation and, being eligible, offers
himself for re-appointment.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the particulars of employees, though forming part of this
Report, is not being mailed to members pursuant to the provisions of
Section 219(1) (b) (iv) of the Companies Act, 1956. However, the said
information is available for inspection by members at the Registered
Office during working hours upto the date of Annual General meeting.
Any member interested in obtaining a copy of the said information may
write to the Company Secretary at the Registered Office.
SUBSIDIARY
In view of the general exemption granted by the Ministry of Corporate
Affairs vide Circular No.51/12/2007-OL-lll dated 8th February, 2011 the
Annual Report and Accounts of Samudra Securities Limited, the
subsidiary of your Company, for the year ended 31st March, 2012 have
not been annexed to this Report. However, the duly audited consolidated
financial statements of your Company and the subsidiary prepared in
strict compliance with the applicable Accounting Standards and Listing
Agreements are disclosed in this Report. Your Company will make
available the Accounts of the subsidiary and the related detailed
information to any shareholder of the Company on request in writing.
The Report and Accounts of the subsidiary will also be kept open for
inspection by the shareholders of the Company at the Registered Office
of the Company and that of the subsidiary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
Your Company did not consume energy of any significant level during the
year under review and, therefore, there was not much scope for taking
any measures for energy conservation and for making any additional
investment for reduction of energy consumption. Further, there being no
involvement of any technology in the Company's activities during the
year, no comment is made in this regard.
There has been no foreign exchange earning or outgo during the year
under review.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures, if any;
(ii) they had selected such accounting policies and applied them
consistently and made judgements and estimates that were 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 loss of the
Company for that period;
(iii) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) the Accounts had been prepared on a going concern basis.
CORPORATE GOVERNANCE
In accordance with the requirements of the Listing Agreements with the
Stock Exchanges, a Report on Corporate Governance along with a
certificate of the Auditors confirming compliance is attached.
(Annexure 'A')
HUMAN RESOURCES
Your Company's relations with the employees continued to be cordial and
the number of employees at the year end was 15.
Efforts to maximize utilization of scarce resources was a continuous
process throughout the year. Some of the innovative ideas put in by a
few employees for achieving greater efficiencies, cost control and
recoveries are being implemented.
AUDITORS & AUDIT REPORT
Messrs Tarmaster & Co., Chartered Accountants, the Auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for re-appointment. Regarding Auditors' comments on non-compliance of
the provisions of the Non-Banking Financial (Deposit Accepting or
Holding) Companies (Reserve Bank) Directions, 2007 and non-maintenance
of minimum Capital Risk Asset Ratio (CRAR) as prescribed by the Reserve
Bank of India, your Directors draw your attention to Note 26 forming
part of the Accounts, which is self explanatory and does not warrant
any further clarification or explanation.
ACKNOWLEDGEMENT
Your Directors wish to record their appreciation of the encouragement,
support, assistance and co-operation received from the Company's
bankers, financial institutions, shareholders, depositors and employees
throughout the year.
For and on behalf of the Board
(H. C. Mathur)
Chairman
Kolkata,
Dated: 4th July, 2012
Mar 31, 2011
Dear Members,
The Directors hereby present their Twenty-sixth Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended 31st March, 2011.
FINANCIAL RESULTS
(Rs. in Lakhs)
For the year For the year
ended ended
31-3-2011 31-3-2010
Gross Income 80 230
(including Interest on
Income Tax Refunds)
Less: Expenditure 1159 1131
Less: Depreciation 11 11
Gross Profit/(Loss) (1090) (912)
Add: Write off/provision
against doubtful and
irrecoverable debts and
diminution/loss in value of
investments 700 1
Less: Provision for expenses
/ NPA no longer required/
bad debts recovered etc 783 124
Profit / (Loss) before tax (1007) (788)
Provision for tax
Profit / (Loss) after tax (1007) (789)
Add: Balance brought forward
from earlier years (50128) (49339)
Loss carried to Balance Sheet (51135) (50128)
DIVIDEND
In view of the continued losses, your Directors regret their inability
to recommend any dividend on the Preference or Equity Shares.
OPERATIONS
The Company, during the year under review, could not pursue any
productive activities due to pressure to service its liabilities and in
the absence of funds. Plans for restructuring and reconstruction could
not be activated due to severe lack of requisite funds and restrictions
placed by Reserve Bank of India for utilisation of its resources.
However, your Directors are still exploring various options for
revival. The Company paid the deposits which were due during the
financial year as per Order of the Hon'ble Company Law Board dated 13th
October, 2009. There were 4677 unclaimed deposits aggregating to Rs.
700.23 lakhs at the close of the year. The Company has written to all
these depositors on how to claim these deposits and those remaining
unclaimed will be dealt with as per the relevant/applicable laws. The
secured creditors consisting of Banks and Financial Institutions had
filed cases against the Company for recovery of their dues before the
Debt Recovery Tribunals (DRT). The decisions have gone against the
Company. In one of the cases, the Receiver was appointed by the
concerned DRT. The Receiver has issued notice for taking possession of
the mortgaged assets.
DIRECTORS
Mr. Sujit Datta retires by rotation and, being eligible, offers himself
for re-appointment.
PARTICULARS OF EMPLOYEES
None of the employees was paid a remuneration of Rs.5,00,000/- per
month or Rs.60,00,000/- per annum. Hence, the provisions of Section 217
(2A) of the Companies Act, 1956 are not applicable.
SUBSIDIARY
The Directors' Report along with the Auditors' Report, Balance Sheet
and Profit and Loss Account of the subsidiary for the year ended 31st
March, 2011 are annexed to this Report. The name of the subsidiary
company "Ceat Securities Limited" was changed to "Samudra Securities
Limited" during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
Your Company did not consume energy of any significant level during the
year under review and, therefore, there was not much scope for taking
any measures for energy conservation and for making any additional
investment for reduction of energy consumption. Further, there being no
involvement of any technology in the Company's activities during the
year no comment is made in this regard. There has been no foreign
exchange earning or outgo during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures;
(ii) they had selected such accounting policies and applied them
consistently and made judgements and estimates that were 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 loss of the
Company for that period;
(iii) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) the Accounts have been prepared on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
CORPORATE GOVERNANCE
In accordance with the requirements of the Listing Agreements with the
Stock Exchanges, a report on Management Discussion and Analysis is
attached hereto (Annexure ÃA'). A report on Corporate Governance along
with a certificate of the Auditors confirming compliance is also
attached. (Annexure ÃB')
AUDITORS & AUDIT REPORT
Messrs Tarmaster & Co., Chartered Accountants, the Auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for re-appointment. Regarding Auditors' comments on non-compliance of
the provisions of the Non-Banking Financial (Deposit Accepting or
Holding) Companies (Reserve Bank) Directions, 2007 and non-maintenance
of minimum Capital Risk Asset Ratio (CRAR) as prescribed by the Reserve
Bank of India your Directors draw your attention respectively to Note
B26 in Schedule 12 forming part of the Accounts which are self
explanatory.
ACKNOWLEDGEMENT
Your Directors wish to record their appreciation of the encouragement,
support, assistance and co-operation received from the Company's
bankers, financial institutions, shareholders, depositors and employees
extended to it throughout the year
For and on behalf of the Board
(H. C. Mathur)
Chairman
Kolkata, Dated: 27th May, 2011
Mar 31, 2010
The Directors hereby present their Twenty-fifth Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended 31st March 2010.
FINANCIAL RESULTS (Rs. in Lakhs)
For the For the
year ended year ended
31-3-2010 31-3-2009
Gross Income (including Interest
on Income Tax Refunds) 230 149
Less: Expenditure 1130 1140
Less: Depreciation 11 11
Gross Profit/(Loss) (911) (1022)
Add Write off/provision against
doubtful and irrecoverable
debts and diminution/loss in
value of investments 1 140
Less Provision for expenses/NPA
no longer required/
bad debts recovered etc 124 439
Profit/Loss) before tax (788) (703)
Provision for tax - 4
Profit/(Loss) after tax (788) (707)
Transfer from Special Reserve - (250)
Add: Balance brought forward from
earlier years (49339) (48882)
Loss carried to Balance Sheet (50127) (49339)
DIVIDEND
In view of the continued losses, your Directors regret their inability
to recommend any dividend on the Preference or Equity Shares.
OPERATIONS
The Company, during the year under review, was able to carry on only
residual activities, such as managing its existing investments
portfolio and pursuing the litigations for speedy recovery of its
debts. All the deposits due for payment during the year as per CLB
Order dated 13.10.2009 have been paid on time. There were 4691
unclaimed deposits aggregating to Rs. 702.75 lakhs at the close of the
year. Certain plans of commencing new activities other than NBFC
activities were considered. However the same could not be commenced due
to lack of support for the required funds. The Directors will continue
their efforts to firm up new viable plans for revival of the Company.
DIRECTORS
Mr. Sudhamoy Chatterjee retires by rotation and, being eligible, offers
himself for re-appointment. :
ÃRemuneration has been calculated as per Section 198 of the Companies
Act, 1956 and includes expenditure incurred by the Company on salary
and provision of benefits in respect of Mr.Misra. Terms of employment
provide for termination of service by either party upon giving 6 months
notice from either side.
Mr.Misra is not a relative of any Director of the Company and does not
hold any shares in the Company either in his own name or in the name of
his relatives.
SUBSIDIARY
The Directors Report along with the Auditors Report, Balance Sheet
and Profit and Loss Account of Ceat Securities Limited for the year
ended 31st March, 2010 are annexed to this Report. -
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
Your Company did not consume energy of any significant level during the
year under review and, therefore, there was not much scope for taking
any measures for energy conservation and for making any additional
investment for reduction of energy consumption.
Further, there being no involvement of any technology in the Companys
activities during the year no comment is made in this regard.
There has been no foreign exchange earning or outgo during the year
under review.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures;
(ii) they have selected such accounting policies and applied them
consistently and made judgements 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/loss of
the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) they have prepared the Accounts on a going concern basis.
CORPORATE GOVERNANCE
In accordance with the requirements of the Listing Agreements with the
Stock Exchanges; a report on Management Discussion and Analysis is
attached hereto (Annexure A). A report on Corporate Governance along
with a certificate of the Auditors confirming compliance is also
attached. (Annexure B)
AUDITORS & AUDIT REPORT
Messrs Tarmaster & Co., Chartered Accountants, the Auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for re-appointment.
Regarding Auditors comments on non-compliance of the provisions of the
Non-Banking Financial (Deposit Accepting or Holding) Companies (Reserve
Bank) Directions, 2007 and non-maintenance of minimum Capital Risk
Asset Ratio (CRAR) as prescribed by the Reserve Bank of India your
Directors draw your attention respectively to Note B26 in Schedule 12
forming part of the Accounts which are self explanatory.
ACKNOWLEDGEMENT
Your Directors wish to record their appreciation of the encouragement,
support, assistance and co-operation received from the Companys
bankers, financial institutions, shareholders, depositors and employees
extended to it throughout the year.
For and on behalf of the Board
H C Mathur
Chairman
Kolkata, Dated: 28th May, 2010