| To the Members,
The Directors present the 52nd Annual Report with Audited Statements
of Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS
(Rs. In Lakhs)
Current Year Previous Year
particuiars 2013-14 2012-13
Profit/(Loss) for the year before
providing for depreciation and (39.22) (26.42)
Tax
Less: Depreciation 0.79 0.92
Profit /(Loss) before Tax (40.01) (27.34)
Less: Income Tax of Past years - -
Profit/(Loss) for the year (40.01) (27.34)
During the year the Company has suffered a loss of Rs. 39.22 lakhs,
before provision of depreciation as against the loss of Rs. 26.42 lakhs
for the previous year. The loss after provision of depreciation of Rs.
0.79 lakhs (previous year Rs. 0.92 lakhs) but before tax works out to
Rs. 40.01 lakhs as against the loss of Rs. 2734 lakhs for the previous
year. There is no Tax Liability this year and also in the previous
year.
In view of the loss incurred during the year, no dividend is
recommended.
MANAGEMENT DISCUSSION AND ANALYSIS
Affairs of the Company were continued to be carried out on most
economical scale by containing the expenses to minimal level. Company
has implemented the Scheme of Reduction of Capital as well decided to
go for Rights Issue. In addition, there were certain statutory
complainces carried out. Overall expenses, therefore, are higher this
year.
Efforts on recovery of the old dues were continued. However, due to
lengthy process of the legal system required to be followed results
could not be achieved.
As the company is having no funds, pending Rights Issue Premier Ltd.,
the Promoters have continued to provide the funds to the company to
keep the Company going. As at 31st March, 2014 outstanding to Premier
Ltd., on this account amounted to Rs. 186.16 lakhs.
REVIVAL OF NBFC BUSINESS & FUTURE PROSPECTS
Your Directors reiterate their determination to remain in NBFC business
and to do whatever is necessary for revival of the operations of the
company. For that networth has to be regained
to the minimum required level to qualify to carry out NBFC Business.
Your Directors are in process of implementing the plans to restructure
the Equity Share Capital.
NBFC Business has its own place in the economy of any country. Your
Directors are of the view that country's economy will prosper in the
coming years. Keeping in view that, your Directors are of the view that
your company (a listed NBFC), have promising future business prospects.
RESTRUCTURING OF EQUITY SHARE CAPITAL Reduction of paid-up capital
As reported last year as a first step towards restructuring of equity
share capital the 'Scheme of Reduction of the Share Capital' was
envisaged. The Members approved the scheme of reduction of the
subscribed and paid-up equity share capital of the Company by passing a
Special Resolution, at the 50th Annual General Meeting of the Company.
After obtaining No Objection from BSE Ltd., at which company's equity
shares are listed, a Company Scheme Petition was filed with the Hon'ble
High Court, Bombay for approval of the 'Scheme of Reduction of
Capital'. During the year under review the Hon'ble High Court, Bombay
approved the 'Scheme of Reduction of Capital'. The order of the Hon'ble
High Court, Bombay was registered with Registrar of Companies, Mumbai.
Necessary adjustments are carried out in the books of accounts of the
company as per the provisions of the said Special Resolution. Value of
equity share of the Company is reduced from Rs.10 per share to Re. 1
per share, and the accumulated loss as per the Balance sheet is
adjusted and reduced by Rs. 2711.44 lakhs during the year as under.
(Rs. In Lakhs)
1. Capital Reserve 499.83
2. Share Premium 267.58
3. Cancelled paid up equity
share capital (reduced from
Rs. 2160.03 lakhs to Rs. 216.00 lakhs) 1944.03
2711.44
INFUSION OF FUNDS
To achieve positive Net Worth as well as to raise the funds required
for revival of the business operations at the Extra Ordinary General
Meeting of the Members of the company held on 16th December, 2013, a
Special Resolution has been passed to issue 4,32,00,512 equity shares
of Re. 1 (Rupee one) each in the share capital of the company to all
the existing equity shareholders of the company, in the proportion of 2
(two) equity shares of Re. 1 each for every 1 (one) equity of Re. 1
each i.e. in the ratio 2:1 to the equity shareholders, whose name
appears in the Register of Members as on the record date to be decided
in consultation with BSE Ltd. Actions are initiated for completing
requisite regulatory procedure and obtaining required statutory
approvals. Company proposes to raise additional funds amounting to Rs.
432 lakhs this way. This will make possible in achieving the required
level of net worth to meet regulatory norms fixed by RBI in this regard
and moderate level of own funds to start the business.
TAXATION
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.
FIXED DEPOSITS
Company is not accepting and has not accepted any fixed deposit within
the meaning of Section 58A of the Companies Act, 1956 and Non-Banking
Financial Companies (Reserve Bank) Directions, 1998. There were no
fixed deposits outstanding at the beginning or at the end of the year.
PARTICULARS OF EMPLOYEES
During the year, no employee of the Company was in receipt of
remuneration in excess of the prescribed ceiling and as such the
information required under Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 has not
been given.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors state,
a. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure, if any;
b. That the Directors have selected such accounting policies and
applied them consistently and 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 the end of the financial year;
c. That the Directors have taken proper and sufficient care for the
maintenance of accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
d. That the Directors have prepared the Annual Accounts on a going
concern basis;
As disclosed in note no 15.14 to the accounts 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOING
a. The Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 require disclosure of particulars regarding
conservation of energy in Form A and technology absorption in Form B
prescribed by the Rules. Your Company not being a manufacturing
company is advised that Forms A and B are not applicable.
b. There has been no foreign exchange outflow or earnings in the
current year.
COMPLIANCE REPORT ON CORPORATE GOVERNANCE
As a part of this Annual Report, the report on compliance with Clause
49 of the Listing Agreement relating to Corporate Governance is
enclosed as Annexure, along with Corporate Governance Compliance
Certificate thereon from statutory Auditors of the company.
DIRECTORS
The Board regret to report that Shri P. S. More, an Independent
Director of the company expired on 1st August, 2013. The Board places
on record its appreciations of the valuable services rendered by Shri
P. S. More, as an Independent Director and also a member of the "Audit"
& "Investors' & Shareholders' Grievance Redressal" Committees and
Chairman of Remuneration Committee of the Board.
Shri Jatin D. Jhaveri has been appointed on 28th March, 2014 as an
Independent Director in place of the causal vacancy caused by demise of
Shri P. S. More.
Shri Jayesh Dadia was appointed as an additional director on Board on
16th December, 2013. He holds office of Director of Board upto the date
of ensuing Annual General Meeting. A notice in writing proposing his
candidature for the office of Director, under the Provision of section
160(1) of the Companies Act, 2013 has been received.
Shri Ramesh M. Tavhare, Director resigned from the Board of the Company
on 28th March, 2014. The Board places on record its appreciations of
the valuable services rendered by Shri Ramesh M. Tavhare as Director.
The Directors are advised that as per provisions of section 149 (4), of
the Companies Act, 2013 every listed public company shall have at least
one third of total number of directors as Independent Director as per
section 149 (10) of the Companies Act, 2013, Independent Directors
shall hold office for a term up to 5 consecutive years on the Board of
the Company and the Independent Directors are not liable to retire by
rotation as per explanation of sub section 6 of Section 152 of the
Companies Act, 2013.
Shri Jatin D. Jhaveri and Shri K. D. Mankikar are appointed by the
Board as Independent Directors as per requriment of Clause 49 of
Listing Agreement. It is proposed to appoint them as Independent
Directors under Companies Act, 2013. If appointed, their appoinment
will be for the period of 5 years and they will not be liable to retire
by rotation.
Shri M. D. Adhikari, Director retires by rotation and being eligible
offer himself for reappointment.
AUDIT COMMITTEE
At present the Audit committee is headed by Shri Jatin D. Jhaveri, an
Independent Director as a Chairman. Other members of the Audit
Committee are Shri K. D. Mankikar, an Independent Director and Shri
Jayesh Dadia, a Director.
AUDITORS
M/s. M. B. Agrawal & Co., Chartered Accountants, holds office until the
conclusion of the ensuing Annual General Meeting of the Company and
shall accordingly retire at the conclusion of
the Meeting. The Company has received a consent letter from them to the
effect that their appointment for the financial year 2014 - 2015, if
approved, at the ensuing Annual General Meeting would be within the
limits prescribed in Section 141(3)(g) ol the Companies Act, 2013 and
were not disqualified for such appointment. Accordingly, M/s. M. B.
Agrawal & Co., Charterec Accountants, is proposed to be appointed as
Auditors of the Company at the ensuing Annual General Meeting.
APPRECIATION
The Directors wish to place on record their sincere appreciation to the
Company's valued shareholders and associates for their continued
support to the Company. The Directors place on record their sincere
gratitude and appreciation to the employees of the Company for the hard
work and commitment exhibited throughout the year.
For and on behalf of the Board of Directors
J. H. SHAH
CHAIRMAN
Place: Mumbai
Date: 13th August, 2014
REGISTERED OFFICE:
PAL Credit & Capital Limited
Amarsons Bhavan, 3rd Floor,
Shri Vile Parle K.V.O. Seva Samaj,
68, Misquitta Street, Vile Parle (East),
Mumbai- 400 057
Tel/Fax no: 022-2612 6875
Website: www.palcc.co.in
Email: investors@palcc.cc.in
CIN No. L51010MH1962PLC012287
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