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Directors Report of Escorts Finance Ltd.

Mar 31, 2013

The Directors are pleased to present the Twenty Fifth Annual Report, together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2013, and the Auditors'' Report thereon.

FINANCIAL RESULTS (Rs.In Lacs)

Financial Year ended Financial Year ended March 31, 2013 March 31, 2012

Gross Income 47.48 45.01

Proft/(Loss) before write off, provisions & tax (57.27) (22.20)

Tax adjustment for earlier years 533.62

Proft/(Loss) after Tax (57.27) (555.82)

The Gross Income is only from amount recovered on recovery on delinquent assets through settlement / compromise / legal action etc.

DIVIDEND

In view of the losses suffered by the Company, no dividend has been considered for the year.

Fixed Deposits

Pursuant to the order of The Hon''ble High Court of Delhi dated 4th March, 2011, an amount of Rs. 354.45 Lacs has been paid to the FD Holders during the fnancial year ended 31st March, 2013. As on said date, the unclaimed/ unpaid fxed deposit liability is Rs. 1,747.43 Lacs.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Inder Mohan Sakhuja, Director retires by rotation at the ensuing Annual General Meeting of your Company, and being eligible, offers himself for re-appointment.

Ms. Babita Tiwari has resigned from the directorship of the Company with effect from 3rd May, 2013. The Board places on record its appreciation for the valuable services rendered and contribution made by her for the growth of the Company during her tenure as Director.

Ms. Preeti Chauhan was appointed as Additional Director of the Company w.e.f. 3rd May, 2013 pursuant to Section 260 of the Companies Act, 1956, and accordingly she holds offce upto the ensuing Annual General Meeting. The Company has received a notice pursuant to Section 257 of the said Act from a member of the Company proposing candidature of Ms. Preeti Chauhan for appointment as Director, whose period of offce shall be liable to determination by retirement of director by rotation, at the forthcoming Annual General Meeting of the Company. The Board recommends the appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a Report on Corporate Governance along with a certifcate from M/s N.M. Raiji & Co., Chartered Accountants, confrming compliance of conditions of corporate governance enclosed as ''Annexure A''.

AUDITORS

M/s N.M. Raiji & Co., Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a written certifcate from them to the effect that their reappointment as statutory auditors for the fnancial year 2013-2014, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS OBSERVATIONS AND COMMENTS THEREON

The qualifcations/observations made by the Statutory Auditors in the Auditors'' Report are dealt with separately in the Notes to the Proft & Loss Account and the Balance Sheet. Management response to the above are as follows:

Note 26: The action is as per the directions contained in the order of Hon''ble Delhi High Court. The note is self- explanatory and does not call for any further comments.

Note 27: The process of retrieving the investment certifcate(s) is in process. The provision has been made to cover possible loss, if any.

Note 31: Provision on dividend on preference share could not be made due to huge accumulated losses & loss sustained during the year.

Note 32: The Company had only eight employees on rolls at the end of the fnancial year. The gratuity liability for these employees is being provided on actual basis as per the provisions of Payment of Gratuity Act, 1972.

Similarly, leave encashment liability is also provided on actual basis. The management feels that the provision in respect of these liabilities on actual basis is on more prudent basis than the actuarial estimate particularly when the number of employees is only eight.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confrm:

1. That in the preparation of the annual accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors 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 fnancial year ended 31st March, 2013 and of the proft or loss of the Company for that period;

3. That the Directors have taken proper and suffcient 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;

4. That the Directors have prepared the annual accounts for the fnancial year ended 31st March, 2013 on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence no such particulars are annexed.

INFORMATION UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

I. Conservation of Energy

Your Company being engaged in fnancing business does not have any activity relating to conservation of energy.

II. Research & Development (R&D)

Specifc R&D Activities: There is no Research and Development activity in the Company. Benefts 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 Benefts 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 outfow from your Company and it had no foreign exchange earnings.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies, Customers, Depositors and Trustees of the Escorts Beneft Trust.

The Directors also wish to convey their deep appreciation of the contribution made by all employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this diffcult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.

For and on behalf of the Board

Sd/-

Place: Faridabad Inder Mohan Sakhuja

Dated: 12th August 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the Twenty Fourth Annual Report, together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2012, and the Auditors' Report thereon.

FINANCIAL RESULTS

(Rs. In Lacs)

Financial Year Financial Year ended March 31, ended March 31, 2011

Gross Income 45.01 384.51

Profit/(Loss) before write off, provisions & tax (22.20) 120.77

Tax adjustment for earlier years 533.62 -

Profit/(Loss) after Tax (555.82) 120.77

DIVIDEND

In view of the losses suffered by the Company, no dividend has been considered for the year.

FIXED DEPOSITS

In terms of the Order of Delhi High Court dated 4th March, 2011, the Hardship Committee was dissolved and 24,01,050 equity shares of Escorts Limited (EL) held by the Hardship Committee were transferred to Escorts Benefit Trust ("Trust") for discharging the unclaimed fixed deposits. The said court also directed EL that in the event the realized value of the said shares falls short of the unclaimed Fixed Deposit liability then EL shall further place its shares to make good such shortfall to the Trust for discharging the liability in the manner stated above. During the year ended 31.03.2012, the said trust has settled unclaimed deposits of Rs. 11.53 crores. The balance unclaimed fixed deposit liability as on date of this report amounts to Rs. 19.37 crores.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pritam Narang, Director retires by rotation at the ensuing Annual General Meeting of your Company, and being eligible, offers himself for re- appointment.

Mr. Hans Raj Sachdeva has resigned from the directorship of the Company with effect from 31st August, 2011. The Board places on record its appreciation for the valuable services rendered and contribution made by him for the growth of the Company during his tenure as Director.

Mr. Rochak Puri was appointed as Additional Director of the Company w.e.f. 31st August, 2011 pursuant to Section 260 of the Companies Act, 1956, and accordingly he holds office upto the ensuing Annual General Meeting. The Company has received a notice pursuant to Section 257 of the said Act from a member of the Company proposing candidature of Mr. Rochak Puri for appointment as Director, whose period of office shall be liable to determination by retirement of director by rotation, at the forthcoming Annual General Meeting of the Company. The Board recommends the appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a Report on Corporate Governance along with a certificate from M/s N.M. Raiji & Co., Chartered Accountants, confirming compliance of conditions of corporate governance enclosed as 'Annexure A'.

AUDITORS

M/s N. M. Raiji & Co., Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a written certificate from them to the effect that their reappointment as statutory auditors for the financial year 2012-2013, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS OBSERVATIONS AND COMMENTS THEREON

The observations made by the Statutory Auditors in the Auditors' Report are dealt with separately in the Notes to the Profit & loss Account and the Balance Sheet. These are self-explanatory and do not call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confirm:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors 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 ended 31st March, 2012 and of the profit or loss of the Company for that period;

3. That the 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 the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence no such particulars are annexed.

INFORMATION UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

I. Conservation of Energy

Your Company being engaged in financing business 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 there for 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.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies, Customers, Depositors and Trustees of the Escorts Benefit Trust.

The Directors also wish to convey their deep appreciation of the contribution made by all employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.

For and on behalf of the Board

Sd/- Inder Mohan Sakhuja Chairman

Place: Faridabad Dated: 13th August, 2012


Mar 31, 2010

The Directors are pleased to present the Twenty Second Annual Report, together with the Audited Accounts of the Company for the Financial Year ended 31st March 2010, and the Auditors Report thereon.

FINANCIAL RESULTS

(Rs. in Lacs)

Financial Year ended Financial Year ended March 31, 2010 March 31,2009

Gross Income 103.31 421.80

Profit/(Loss) before write off, provisions & tax 2.24 76.18

Write offs/Provisions/ Reversals etc. (39.85) (387.21)

Provision for taxation - (2.36)

Profit/(Loss) after Tax (37.61) (313.39)

DIVIDEND

In view of the losses suffered by the Company, no dividend has been considered for the year.

SCHEME OF ARRANGEMENT AND COMPROMISE

The Scheme of Arrangement and Compromise filed by your company JOINTLY with M/s Escorts Limited before the Honble Delhi High Court to bail out the fixed deposit holders and creditors of your Company is still pending. The Honble High Court, Delhi had constituted a Hardship Committee to settle payments to fixed deposit holders who are facing hardship such as medical, marriage, education and others. On 24th May, 2010 the High Court has directed the Hardship Committee to offer maturity value of fixed deposit amount as stated in the face of fixed deposit receipt in full and final settlement of the fixed deposit liability of the Company towards the FD Holders. Accordingly Hardship Committee had sent Letters to all FD Holders on 7th June, 2010 and also reminder letter on 20th July, 2010. Till date Hardship Committee has already received the request from large number of FD Holders for payment and on that basis payment is being released to the said FD Holders.



DIRECTORS

Mr. Inder Mohan Sakhuja, Director retires by rotation at the ensuing Annual General Meeting of your Company, and being eligible, offers himself for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a Report on Corporate Governance along with a certificate from M/s N.M. Raiji & Co., Chartered Accountants, confirming compliance of conditions of corporate governance enclosed as Annexure A.

AUDITORS

M/s N. M. Raiji &Co., Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received letter from them to the effect that their re-appointment as statutory auditors for the financial year 2010-2011, if made, would be with in the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS OBSERVATIONS AND COMMENTS THEREON

The observations made by the Statutory Auditors in the Auditors Report are dealt with separately in the Notes to the Profit & loss Account and the Balance Sheet, forming Schedule 15 of the Accounts. These are self-explanatory and do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confirm:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors 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 ended 31st March, 2010 and of the loss of the Company for that period;

3. That the 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 the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remunerartion requiring disclosure pursuant to the provisions of Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975, hence no such particulars are annexed.

INFORMATION UNDER 217(1)(E) OFTHE COMPANIES ACT , 1956

a. Conservation of energy and technology absorption

Your Company being engaged in financing business does not have any activity relating to conservation of energy and technology absorption.

b. Foreign Exchange Earning and Outflow

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

c. Amount due to small-scale industries

There was no amount due to any small-scale industry.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies, Customers and Depositors.

The Directors also wish to convey their deep appreciation of the contribution made by all employees to the operations of the Company, in particular those who continued with the Company and extended their*full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.



For and on behalf of the Board

SO/

Place: Faridabad Inder Mohan Sakhuja

Date: 11st August, 2010 Chairman

 
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