Integrated Finance Company Ltd. के निदेशक की रिपोर्ट

Mar 31, 2012

To the members ,

The Director''s are pleased to present the 29th Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

(Rs. In lakhs)

1.FINANCIAL RESULTS : For the year ended For the year ended 31.03.2012 31.03.2011

Gross Profit / Loss before Interest

Depreciation and Tax 53.55 161.16

Interest 778.94 269.46

Profit / loss before depreciation and tax (725.39) (108.30)

Depreciation 5.34 6.95

Prior year adjustment (0.25) 465.19

Profit before tax (730.98) 349.93

Provision for tax (FBT) - -

Profit/Loss after tax (730.98) 349.93

Amount brought forward from the prev yr (26092.40) (26442.34)

Balance carried to Balance Sheet (26833.38) (26092.40)

2. DIVIDEND :

The Board of Directors has not recommended any dividend on equity shares for this year.

3. SUBSIDIARY COMPANIES :

In terms of the amendment made by the SEBI in their notifications, SEBI / CFD / LA / 2 / 2007 / 2614 dated 26.04.2007, the reports of the Board of Directors and Auditors , Balance Sheet and Profit and Loss Account of the following subsidiaries have not been attached to the Balance Sheet of the Company . The Company believes that the consolidated annual accounts which form part of the Annual Report present a full and fair picture of the state of affairs. The Company will make available the Audited Annual Accounts and related details upon request by any member of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company. The financial data of the subsidiaries have been furnished in the consolidated balance sheet forming part of the Annual Report .

a. INDUSTRIAL VENTURE CAPITAL LIMITED (IVCL)

The Company has reported a loss of Rs. 22,77,013/- after depreciation for the year. There were no fresh investments by the Company during the year. The Company is negotiating with the companies in which investments were made for dis-investing its holdings. The Company continued to enjoy registration status for the Securities and Exchange Board of India (SEBI). The company''s entire earnings are exempt from Income Tax as per the amended provisions of the Income Ta x Act, 1961.

b. INTEGRATED STOCK BROKING SERVICES PRIVATE LIMITED

The total revenue earned during the year was Rs. 16,46,560 while the net loss before depreciation stands at Rs. 4,22,793.

Integrated Stock Broking Services Private Limited is a wholly owned subsidiary of Integrated Finance Company Limited . The Company , to be a depository participant had to increase its capital by Rs. 1.50 crores as per the new stipulations of NSDL. The capital had to be contributed by Integrated Finance Company Limited and Integrated Finance Company Limited in turn asked RBI fpr permission to invest in Integrated Stock Broking Services Private Limited. As the restructuring of Integrated Finance Company Limited is yet to be completed due to litigation on the 391 restructuring proposal, Reserve Bank of India had not permitted further investment in Integrated Stock Broking Services Private Limited inspite of repeated requests by the Management as the Company''s operations would get crippled and the subsidiary would incur huge losses. As the required capital was not brought in , National Securities Depository Limited unilaterally shut the Company''s depository operations and took over the accounts and the broking operations were also affected.

4. DEPOSITS/BONDS :

The Company has discontinued acceptance of fresh deposits including renewals with effect from 7th December 2003. The interest rates offered by the Company on deposits and bonds are far above the current rates. This has resulted in higher cost of funds and has affected the liability of your company. To overcome with this situation, your Company has filed an application for restructuring under Section 391 of the Companies Act, 1956.

The Single Judge of the H''nble High Court , Madras has pronounced its order on 19.08.2006 to convert all deposits and bonds into 6% convertible debentures with a conversion into equity shares within 12 months from the date of issue. However, the Division Bench of the Madras High Court on 30.04.208 has set aside the order of the Single Bench of Madras High Court and allowed the appeals filed by the RBI and others. The Company has filed a Special leave Petition in the Supreme Court, New Delhi on 09.05.2008 against the order of the Division Bench of the Madras High Court and the same has been admitted and ordered notices to RBI and others.

5. PRUDENTIAL NORMS FOR NBFCs :

The Capital to Risk Assets Ratio of your Company stood at a negative as against the minimum of 12 %. This trend will not be continued as the Company has filed an appeal in the Supreme Court, New Delhi against the order of the Division Bench of the Madras High Court setting aside the order of the Single Bench of the Madras High Court. The Company is confident of winning the appeal in the Supreme Court which would result in the addition of Rs. 150 crores (apprx.) to net worth.

6. CORPORATE GOVERNANCE:

The Company has complied with the statutory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock exchanges with which the Company''s shares have been listed. A separate Report on Corporate Governance is enclosed as part of the Annual Report. A certificate as to compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

7. DIRECTORS:

Mr. P.B. Appiah retires by rotation and being eligible offers himself for re-appointment.

8. INFORMATION AS PER SECTION 217(1) (E) OF THE COMPANIES ACT, 1956 :

The Company has no activity relating to conservation of energy or technology absorption.

9. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Foreign Exchange Earnings : Rs. NIL (Previous year Rs. NIL)

Foreign Exchange Outgo : Rs. NIL (Previous year Rs. NIL)

10. PARTICULARS OF EMPLOYEES :

There are no employees drawing salary in excess of the monetary ceiling prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year 2011-12.

11. AUDITORS:

M/s. Brahmayya and Co. , Chartered Accountants, Chennai retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment .

12. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 : The Directors, to best of their knowledge and belief, confirm that :

1. That in the preparation of the annual accounts , the applicable accounting standards have been followed and there has been no material departure.

2. That the selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities .

4. That the annual accounts have been prepared on a going concern basis.

13. ACKNOWLEDGEMENTS :

The Board of Directors place on record its appreciation for the assistance and co-operation received from the Financial Institutes , Banks, Government Authorities, Vendors, members, bondholders and depositors during the year under review. The Board also places on record its gratitude to the employees at all levels for their commitment and dedicated efforts.

Place :Chennai By Order of the Board

Date : 29.10.2012 GEORGE KURUVILLA

Director

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Mar 31, 2011

To the Members,

The directors are pleased to present the Twenty-eighth Annual Report together with the Audited Accounts for the year ended 31st March 2011.

(Rs. in lakhs)

1. FINANCIAL RESULTS: For the year ended For the year ended 31.03.2011 31.03.2010

Gross Profit/Loss before Interest, Depreciation and Tax (813.59) (215.16)

Interest 269.46 855.84

Profit /Loss before depreciation & Tax (1083.05) (1071.00)

Depreciation 6.95 7.89

Prior year adjustment 4.19 (0.33)

Profit before tax 349.93 (1079.22)

Provision for tax (FBT) - -

Profit/Loss after tax 349.93 (1079.22)

Amount brought forward from the previous year (26442.34) (25363.13)

Balance carried to Balance sheet (26092.40) (26442.34)

2. DIVIDEND

The Board of Directors has not recommended any dividend on Equity shares for this year.

2. SUBSIDIARY COMPANIES:

In terms of the amendment made by the SEBI in their notifications SEBI/CFD/LA/2/2007/2614 DT 26.04.2007, the reports of the Board of Directors and Auditors, balance sheet and profit and loss account of the following subsidiaries have not been attached to the balance sheet of the Company. The Company believes that the consolidated annual accounts which form part of the Annual Report present a full and fair picture of the state of affairs. The company will make available the audited annual accounts and related details upon request by any member of the Company. These documents will also be available for inspection during the business hours at the registered office of the Company. The financial data of the subsidiaries have been furnished in the consolidated balance sheet forming part of the Annual Report.

a) INDUSTRIAL VENTURE CAPITAL LIMITED (IVCL)

The Company has reported a loss of Rs. 1255922/- after depreciation for the year. There were no fresh investments by the Company during the year. The Company is negotiating with the Companies in which investments were made for dis-investing its holdings. The Company continued to enjoy registration status with the Securities and Exchange Board of India (SEBI). The Company''s entire earnings are exempt from Income tax as per the amended provisions of the Income Tax Act, 1961.

b) INTEGRATED STOCK BROKING SERVICES PVT LTD (ISBS)

The performance of the Company has declined during the year due to turmoil in the global market. The Company hopes that the market will improve at the earliest.

The total revenue earned during the year was Rs. 4883490/- while the net loss before depreciation stands at Rs. 799179/-. The Depository division reached its maximum possible llimit as per the SEBI norms, necessitating an additional investment in its capiatl by IFCL in March 2005. Application has been made for the enhancement of limit and is shortly expected. The primary market division which aims at providing all financial services under one roof also registered a loss due to turmoil in the global market.

FUTURE PROSPECTS

The Company has made arrangements to extend broking operations to more towns in Tamil Nadu, Andhra Pradesh and Karnataka with the hope of improvement in the present market conditions. On the basis of the progress in the trading of securities, the company is at the threshold of a turning point in business volumes and profit.

5. DEPOSITS/BONDS:

The Company has discontinued acceptance of fresh deposits including renewals with effect from 7th December 2003. The interest rates offered by the Company on deposits and bonds are far above the current rates. This has resulted in higher cost of funds and has affected the liability of your company. To overcome with this situation, your Company has filed an application for restructuring under Section 391 of the Companies Act, 1956.

The Single Judge of the H''nble High Court, Madras has pronounced its order on 19.08.2006 to convert all deposits and bonds into 6% convertible debentures with a conversion into equity shares within 12 months from the date of issue. However, the Division Bench of the Madras High Court on 30.04.2008 has set aside the order of the Single Bench of Madras High Court and allowed the appeals filed by RBI and others. The Company has filed a Special leave Petition in the Supreme Court, New Delhi on 09.05.2008 against the order of the Division Bench of the Madras High Court and the same has been admitted and ordered notices to RBI and others.

6. PRUDENTIAL NORMS FOR NBFC''s:

The Capital to Risk Assets Ration of your company stood at a negative as against the minimum of 12%. This trend will not be continued as the Company has filed an appeal in the Supreme Court, New Delhi against the order of the Division Bench of the Madras High Court setting aside the order of the Single Bench of Madras High Court. The Company is confident of winning the appeal in the Supreme Court which would result in the addition of Rs. 150 crores (apprx.) to net worth.

7. CORPORATE GOVERNANCE:

The Company has complied with the statutory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company''s shares have been listed. A separate Report on Corporate Governance is enclosed as part of this Annual Report. A certificate as to compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

8. DIRECTORS:

Mr. D. G. Nayar retires by rotation and being eligible offers himself for re-appointment.

9. INFORMATION AS PER SECTION 217(1) (E) OF THE COMPANIES ACT, 1956:

The Company has no activity relating to conservation of energy or technology absorption.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings: Rs. NIL (Previous year Rs. NIL)

Foreign Exchange Outgo: Rs. NIL (Previous year Rs. NIL)

11. PARTICULARS OF EMPLOYEES

There are no employees drawing salary in excess of the monetary ceiling prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year 2010-11

12. AUDITORS'':

M/s. Brahmayya & Co., Chartered Accountants, Chennai retire at the ensuing Annual general Meeting and being eligible offers themselves for re-appointment.

13. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors, to best of their knowledge and belief, confirm that:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

2. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2011 and of the Profit of the company for the year ended on that date.

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. that the annual accounts have been prepared on a going concern basis.

14. ACKNOWLEDGEMENTS:

The Board of Directors place on records its appreciation for the assistance and co-operation received from the Financial Institutes, Banks, Government Authorities, Vendors, members, bondholders and depositiors during the year under review. The Board also places on record its gratitude to the employees at all levels for their commitment and dedicated efforts.

Place: Chennai By Order of the Board

Date : 01.10.2011 GEORGE KURUVILLA

Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty-seventh Annual Report with Summarised financial results of the Company for the year ended 31.03.2010. (Rs. in lakhs)

1. FINANCIAL RESULTS: For the year ended For the year ended 31.03.2010 31.03.2009

Gross Profit/Loss before Interest,

Depreciation and Tax (215.16) (51.07)

Interest 855.84 856.50

Profit /Loss before depreciation & Tax (1071.00) (907.57)

Depreciation 7.89 9.73

Prior year adjustment (0.33) (5.48) Profit before tax (1079.22) (922.78)

Provision for tax (FBT) - 0.86

Profit/Loss after tax (1079.22) (923.64)

Amount brought forward from the previous year (25363.13) (24439.49)

Balance carried to Balance sheet (26442.34) (25363.13)

2. DIVIDEND

The Board of Directors does not recommend any dividend on Equity Shares for the year.

7. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of corporate governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.complying with the code of Corporate Governance introduced by SEBI. A detailed report on Corporate Governance together with a certificate from Statutory Auditors in compliance of clause 49 of the Listing Agreement are attached which forms part of this report.

8 DIRECTORS:

Mr. P.B. Appiah retires by rotation and being eligible offers himself for re-appointment.

9. INFORMATION RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE

INFLOW AND OUTFLOW:

Your Company has no activity relating to conservation of energy or technology absorption. During the year, no foreign exchange outgoing in respect of travelling and other expenses was incurred.

10. AUDITORS REPORT:

The Directors offer the following explanations to the observations in the Auditors Report.

1. Auditors Report -

Point (vi) (a) On 30.04.2008, the Division Bench of the High Court, Madras has set aside the order of the Single Bench of the Madras High Court. However, the Company has approached the Supreme Court, New Delhi. Depending on the final outcome, the Company is confident that the loan liabilities to be converted into equity capital and thus the net worth of the Company is likely to be increased.

Point (vi) (b) (1) The negotiation with Banks for one time settlement is progressing and hence penal levy and other claims have not been provided for. Point (vi) (b) (2) The restructuring proposal u/s.391 of the Companies Act, 1956 was approved by the Board of Directors at their meeting held on 19.05.2005 and therefore the interest has been provided only upto 19.05.2005> pending appeal filed with Supreme Court, New Delhi. Point (vi) (c ) The Company is taking steps to reconcile and settle the dues mentioned in the report. Point (vi) (d) Self explanatory.

2. CARO Report -

Point (1) The Company has taken steps for physical verification of its own assets and assets on lease.

Point (5) The Company has filed all the returns though belatedly. The restructuring proposal u/s.391 of the Companies Act, 1956 was approved by the Board of Directors at their meeting held on 19.05.2005 and therefore the interest has been provided only upto 19.05.2005.

Point (6) The internal audit system of the Company is being strengthened.

Point (7) The amount referred to under Section 205 (C) (2) will be examined in the light of the restructuring petition u/s.391 pending before the Supreme Court, New Delhi.

Point (9) The Company is capable of improving its performance and arrest cash loss after restructuring is completed.

Point (10) Self explanatory.

Point (11) Self explanatory.

11. PERSONNEL:

There are no employees covered under this section in terms of requirement of section 217 (2A) of the Companies Act, 1956.

12. AUDITORS:

M/s. Brahmayya & Co., Chartered Accountants, Chennai retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

13. DIRECTORS RESPONSIBILITY STATEMENT: Your Directors confirm that:

1. In the preparation of the Annual accounts, the Company had followed the applicable accounting standards and there is no material departure from the same.

2. 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 as at 31.3.2010.

3. 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. The Directors have prepared the annual accounts for the year ended 31st March 2010 on a going concern basis.

14. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Vendors, members, bondholders and depositors during the year under review. Your Directors wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board

Place: Chennai GEORGE KURUV1LLA

Date: 12.08.2010 Managing Director