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Notes to Accounts of Pal Credit & Capital Ltd.

Mar 31, 2014

1.02 REDUCTION OF CAPITAL

At the 50th Annual General Meeting of the Company held on 26th September, 2012 Members of the company duly passed a Special Resolution for reduction of its share capital, i.e. cancelling the paid- up equity share capital of the Company by reducing the face value of each share from Rs. 10 to Re. 1, and thereby reducing the paid-up share capital of the Company from Rs. 21, 60, 02, 560/- divided into 2, 16, 00, 256 equity shares of Rs. 10 each to Rs. 2, 16, 00, 256/- divided into 2, 16, 00, 256 equity shares of Re. 1/- each. The reduction was in accordance with Section 78 read with Section 100 and other applicable provisions of the Companies Act, 1956 and subject to the approval of the Hon''ble High Court, Bombay. A Company Scheme Petition in this regard was filed with the Hon''ble High Court, Bombay. During the course of hearing of the petition certain objections were raised by a shareholder (holding 0.00093% of the equity share capital of the Company), however, the Learned Judge of the Hon''ble Bombay High Court did not find any merit in the objections raised by the shareholder and found that the reduction is in the interest of the Company and its stakeholders. The Hon''ble Bombay High Court thus passed an order dated May, 9th, 2013 approving the reduction. However, in view of an application made by the objecting shareholder to stay the order dated May 9th 2013 to enable him to approach a higher court, the operation of the order dated May 9th, 2013 was therefore stayed. Appeal of the objecting shareholder was heard by a Division Bench consisting of Hon''ble Chief Justice of Bombay High Court and Hon''ble Senior Judge of High Court, Bombay on 18th June, 2013. The Division Bench of Bombay High Court agreed with the findings of Single Judge. The appeal was therefore, dismissed. The Court Orders was filed with Registrar of Companies, Mumbai and the same is registered on 17th July, 2013. With that, the face value of fully paid equity share is reduced from Rs. 10 per share to Re. 1 per share.

Accumulated Losses are adjusted and reduced by Rs. 2711.44 lakhs as per the provisions of the Special Resolution in the Books of Accounts of the company on 29th July, 2013 as under:

Respective clauses related to Authorised Capital of the Company Memorandum and Articles of Association are also amended.

1.02 At the EGM of the members of the Company held on 16th December, 2013, a Special Resolution has been passed for Issue of 4, 32, 00, 532 Rights Shares of Re. 1 each to the existing Shareholders of the company in ratio of 2 (two) Rights Equity shares for every 1(One) equity share of Re. 1 each held.

1.03 CONTINGENT LIABILITIES AND COMMITMENTS (To the extent not provided for)

(i) Claim against the Company not admitted, in appeal before State Consumer Disputes Redressal Commission, Nagpur Bench Rs.3.09 Lacs (Previous year Rs.3.09 Lacs)

(ii) Estimated amount of contracts remaining to be executed on capital account and not provided for is Nil (Previous year NIL).

(iii) Dividend on 16,35,015 Nos., 15% Cumulative Convertible Preference Shares for the year 1997 - 98 Rs. 201.58 Lacs (Previous year Rs. 201.58 Lacs) has not been paid due to inadequacy of profit.

1.04 INCOME TAX

Return of income has been filed up to the Financial Year 2012-13, Assessment Year 2013-14. Assessment has been completed up to the Financial Year 2010-11, Assessment Year 2011-12.

1.05 Provision is made for future liability for payment of Gratuity and amount payable as Leave encashment.

1.06 The Company has discharged its liabilities towards fixed depositors in full.

1.07 The Company has unabsorbed depreciation and carried forward losses available for set-off. In view of uncertainty regarding generation of future taxable profit on prudent basis, deferred tax asset has not been recognized in the accounts.

1.08 In order to ensure expeditious recovery of NPAs and repay the liabilities, the company is currently focusing all its efforts on recoveries.

1.09 ( A) There is no amount remaining unpaid to small-scale suppliers within the Meaning of "The Interest on Delayed Payment to Small Scale and Ancillary Undertakings Act." The information has been compiled to the extent they could be identified as small scale and ancillary undertakings on the basis of information available with the Company.

(B) There are no Micro, Small and Medium Enterprises, to whom the Company owes Dues, which are outstanding for more than 45 days as at the Balance Sheet date. Further, the Company has neither paid nor payable any interest to any Micro, Small and Medium Enterprises on the Balance Sheet date.

The above information has been determined to the extent such parties have been Identified on the basis of information available with the Company. The same has been relied upon by the auditors.

1.10 The Directors have decided to restructure the capital to remain NBFC and continue business. Steps are already initiated in these directions. The Directors therefore consider that the Company is a going concern and the Accounts have been prepared accordingly.

1.11 MANAGERIAL REMUNERATION:

Managerial Remuneration included in Statement of Profit & Loss.

1.12 RELATED PARTY DISCLOSURES :

(a) List of Related Parties with whom transactions have taken place and Relationships:

Name of the Party Relationship

Premier Limited Associate Company

1.13 During the year Company had only one reportable business segment i.e. NBFC business as per Accounting Standard 17 of the Institute of Chartered Accountants of India.

1.14 Figures of the Previous Year have been regrouped, rearranged wherever necessary.


Mar 31, 2013

1.01 REDUCTION OF CAPITAL

At the 50th Annual General Meeting of the Company held on 26th September, 2012 Members of the company duly passed a Special Resolution for reduction of its share capital, i.e. cancelling the paid- up equity share capital of the Company by reducing the face value of each share from Rs. 10 to Re. 1, and thereby reducing the paid-up share capital of the Company from Rs. 21,60,02,560/- divided into 2,16,00,256 equity shares of Rs. 10 each to Rs. 2,16,00,256/- divided into 2,16,00,256 equity shares of Re. 1/- each. The reduction is in accordance with Section 78 read with Section 100 and other applicable provisions of the Companies Act, 1956 and subject to the approval of the Hon''ble Bombay High Court. A company petition in this regard was filed with the Hon''ble Bombay High Court. During the course of hearing of the petition certain objections were raised by a shareholder (holding 0.00093% of the equity share capital of the Company), however, the Learned Judge of the Hon''ble Bombay High Court did not find any merit in the objections raised by the shareholder and found that the reduction is in the interest of the Company and its stakeholders. The Hon''ble Bombay High Court thus passed an order dated May, 9th, 2013 approving the reduction. However, in view of an application made by the objecting shareholder to stay the order dated May 9th 2013 to enable him to approach a higher court, the operation of the order dated May 9th, 2013 has been stayed for four weeks from May 9th 2013, i.e., the date of order.

1.02 CONTINGENT LIABILITIES AND COMMITMENTS

(To the extent not provided for)

(i) Claim against the Company not admitted, in appeal before State Consumer Disputes Redressal Commission, Nagpur Bench Rs. 3.09 Lacs (Previous year Rs. 3.09 Lacs)

(ii) Estimated amount of contracts remaining to be executed on capital account and not provided for is Nil (Previous year NIL).

(iii) Dividend on 16,35,015 Nos., 15% Cumulative Convertible Preference Shares for the year 1997 - 98 Rs. 201.58 Lacs (Previous year Rs. 201.58 Lacs)

1.03 INCOME TAX

a. There are Income Tax Demands of Rs. 341 Lacs for the Accounting years 2006-07 and 2007-08. The same are contested in appeal which are pending for disposal. No provision has been made in the accounts as the Company is advised that it has fair chance of succeeding in appeal. The amount of tax determined as payable, if any, the same will be provided in the year of disposal of the appeal.

b. Return of income has been filed up to the Financial Year 2011-12, Assessment Year 2012- 13. Assessment has been completed up to the Financial Year 2009-10, Assessment Year 2010-11.

1.04 Provision is made for future liability for payment of Gratuity. No provision is required for Leave encashment.

1.05 The Company has discharged its liabilities towards fixed depositors in full.

1.06 In order to ensure expeditious recovery of NPAs and repay the liabilities, the company is currently focusing all its efforts on recoveries.

1.07 (A) There is no amount remaining unpaid to

small-scale suppliers within the Meaning of "The Interest on Delayed Payment to Small Scale and Ancillary Undertakings Act." The information has been compiled to the extent they could be identified as small scale and ancillary undertakings on the basis of information available with the Company.

(B) There are no Micro, Small and Medium Enterprises, to whom the Company owes Dues, which are outstanding for more than 45 days as at the Balance Sheet date. Further, the Company has neither paid nor payable any interest to any Micro, Small and Medium Enterprises on the Balance Sheet date.

The above information has been determined to the extent such parties have been Identified on the basis of information available with the Company. The same has been relied upon by the auditors.

1.08 The Directors have decided to restructure the capital to remain NBFC and continue business. Steps are already initiated in these directions. The Directors therefore consider that the Company is a going concern and the Accounts have been prepared accordingly.

1.09 RELATED PARTY DISCLOSURES :

(a) List of Related Parties with whom transactions have taken place and Relationships:

Name of the Party Relationship

Premier Limited Associate Company

1.10 During the year Company had only one reportable business segment i.e. NBFC business as per Accounting Standard 17 of the Institute of Chartered Accountants of India.

1.11 Figures of the Previous Year have been regrouped, rearranged wherever necessary.


Mar 31, 2012

Notes:-

1) No equity shares were issued and or bought back during the year. Issued, Subscribed and fully paid equity Shares at the ' beginning of the year and at the end of the year are same.

2) The Company is having only one class of shares, that is equity share Rs. 10 each. All the equity Shareholders are having equal right on the distribution of dividend and the repayment of capital.

3) The Company is not a subsidiary of any other Company.

4) Statement showing shareholding of persons holding more than 5% of total number of shares as on 31 st March, 2012

5) During immediately preceding five years Company has not allotted any fully paid up shares of any class pursuant to contract(s) without payment being received in cash, bonus shares or have bought back any shares.

6) There are no unpaid calls or forfeited shares. .

1.01 CONTINGENT LIABILITIES AND COMMITMENTS

(To the extent not provided for)

(i) Claim against the Company not admitted, in appeal before State Consumer Disputes Redressal Commission, Nagpur Bench Rs.3.09 Lacs (Previous year Rs.3.09 Lacs)

(ii) Estimated amount of contracts remaining to be executed on capital account and not provided for is Nil (Previous year NIL).

(iii) Dividend on 16,35,015 Nos., 15% Cumulative Convertible Preference Shares for the year 1997- 98 Rs.201.58 Lacs (Previous year Rs.201.58 Lacs)

1.02 INCOME TAX

a) Company's applications to Income Tax Settlement Commission for the Accounting years ending 31st March 1993, 31st March 1994 and 31st March 1996 are disposed off during the year. Additional amount of Tax of Rs.159.22 Lacs is determined as payable. Provision for the same is made in the accounts for this year.

b) There is a I ncome Tax Demand of Rs. 144 Lacs for the Accounting year 2007-08. The same is contested in appeal which is pending for disposal. No provision has been made in the accounts as the Company is advised that it has fair chance of succeeding in appeal. The amount of tax determined as payable, if any, the same will be provided in the year of disposal of the appeal.

c) Income Tax Assessments are completed for the years up to the Accounting year ending 31st March 2009. Assessment for the Accounting year ending 31st March, 2010 is in progress. By an order under section 263 of Income Tax Assessment for the Accounting Year 2006-07 is set aside and is ordered for reassessment. We are in appeal against the same.

d) Income Tax returns are filed for the years up to the Accounting year ending 31 st March, 2011.

1.03 Provision is made for future liability for payment of Gratuity. No provision is required for Leave encashment.

1.04 The Company has discharged its liabilities towards fixed depositors in full.

1.05 The Company has unabsorbed depreciation and carried forward losses available for set-off under the Income Tax Act, 1961. However, in view of present uncertainty regarding generation of sufficient future taxable income, deferred tax assets at the year-end have not been recognized in the accounts as a prudent Accounting practice.

1.06 In order to ensure expeditious recovery of NPAs and repay the liabilities, the company is currently focusing all its efforts on recoveries.

1.07 (A) There is no amount remaining unpaid to small-scale suppliers within the Meaning of "The Interest on Delayed Payment to Small Scale and Ancillary Undertakings Act." The information has been compiled to the extent they could be identified as small scale and ancillary undertakings on the basis of information available with the Company.

(B) There are no Micro, Small and Medium Enterprises, to whom the Company owes Dues, which are outstanding for more than 45 days as at the Balance Sheet date. Further, the Company has neither paid nor payable any interest to any Micro, Small and Medium Enterprises on the Balance Sheet date.

The above information has been determined to the extent such parties have been Identified on the basis of information available with the Company. The same has been relied upon by the auditors.

1.08 The Company is transacting the business depending upon the progress of recoveries and availability of funds. The Directors therefore consider that the Company is a going concern and the Accounts have been prepared accordingly.

1.09 RELATED PARTY DISCLOSURES:

(a) List of Related Parties with whom transactions have taken place and Relationships:

1.10 During the year (and during the previous year) Company had only One reportable business segment i.e. NBFC business as per Accounting Standard 17 of the Institute of Chartered Accountants of India.

1.11 Figures of the Previous Year have been regrouped, rearranged wherever necessary.

Signature to Notes 1 to 14 and Notes forming part of Statement of Profit and Loss.

 
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