Yule Financing & Leasing Company Ltd. के निदेशक की रिपोर्ट

Mar 31, 2012

The Directors have pleasure in presenting their Annual Report with the audited accounts for the year ended 31st March, 2012.

(Rs. in lakhs)

1. Financial Results :

Loss before Depreciation 14.30

Add : Depreciation 04.73

Loss for the year (19.03)

Add : Loss brought forward from last A/c. (979 77)

Loss brought forward to Balance Sheet (998.80)

2 DIVIDEND:

In view of the loss incurred during the year, your Directors regret their inability to declare any dividend for the year 2011-12.

3 OPERATIONS AND FUTURE PROSPECTS :

Due to liquidity constraints during the year under review, your Company's performance was adversely affected. The Company recorded a loss of Rs. 19.03 lakhs in 2011-12 as compared to loss of Rs. 19.87 lakhs in 2010-11. .

In order to ensure revival of the Company through generation of its own funds, the Company has entered into the Insurance Business which has a good market and is expanding very fast. During the year, your Company has earned Rs.9.84 lakhs from the Insurance Agency business.

Your Directors feel that by increasing its volume of business in the Insurance Sector and from recovery of its old outstanding dues from the debtors, a turn around of the Company is a distinct possibility.

4 FIXED DEPOSITS :

Fixed Deposits from the Public outstanding with the Company at the end of Financial Year stood at Rs. 1.46 crores (inclusive of interest due and net of loans) and total number of depositors were 904.

The Company has discontinued accepting fresh deposits or renewing the existing deposits with effect from 4th February, 1999. .

5 SIGNIFICANT ACCOUNTING POLICIES :

A statement detailing significant Accounting Policies of the Company is annexed to the Accounts.

6 AUDITORS’REPORT:

In respefl of the comments in the Auditors' Report and the Annexure thereto, your Directors have to state as under :- Para (iii), (iv), (v) In view of the accumulated loss of the company the net worth has become negative. However the company is making an all out endower to settle and reduce the dues of depositors and is also trying to venture into diversified activities to generate income. The company has been trying to arrest its loss from the year 2000- 01 onwards. The accounts have been prepared on a going concern basis.

Para (vi) (a) : The Company had to discontinue its leasing and hire purchase business as its NBFC registration was not

renewed by RBI as the company could not fulfill the statutory requirement of adequate net own funds.

Para (vi) (b) and : The repayment of matured deposits together with interest due thereon could not be possible within the Para 6 of Annexure stipulated time due to severe fond crisis. Accordingly, a scheme for refreshment of Repayment of such dues was submitted to the Company Law Board (CLB), who issued an order. The Company being aggrieved referred an Appeal against the said order with the Hon’ble High Court at Kolkata the outcome of which is still pending.

Para 4(vi) (c) : The minimum Capital Adequacy Ratio (CAR) of 12% as prescribed by the Reserve Bank of India could not be maintained throughout the year on an ongoing basis due to acute liquidity constrains faced by the Company and the losses incurred in the last few years.

Para (vi) (d) : The Company has opened an Escrow Account on instruction of RBI for investors' repayment protection.

Para 5 : The Company has relied on a legal opinion that the order of the Company Law Board having been contested

and pending before the Hon'ble Kolkata High Court, the Directors of the Company are not disqualified under Clause (g) of sub-Section (1) of Section 274 of the Company Act, 1956 for default in repayment of Public Deposits together with interest thereon.

Annexure to : In respect of assets given on lease confirmations from some of the leases have not been received in spite

Auditor’s report of our several letters and reminders.

Para (i) (a)

7 CORPORATEGOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchange, a Report on Corporate Governance together with the Auditors' Certificate on Compliance of conditions of Corporate Governance, form part of the Annual Report.

8. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies act, 1956, your Directors have:

(a) followed in the preparation of the Annual Accounts the applicable accounting standards with proper explanation relating to material departures;

(b) selected such accounting policies and applied them consistently and made judgments;

(c) 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 your Company and for preventing and detecting fraud and other irregularities; and

(d) prepared the Annual Accounts for the year ended 31st March. 2012 on agoing concern basis.

9 STATUTORY INFORMATION:

(a) Considering the nature of business of the Company, the provisions of Section 217(i)(e) of the Companies Act, 1956, requiring disclosure relating to conservation of energy and technology absorption are not applicable. Further, there has been no income and outflow of foreign exchange during the year under review.

(b) There was no employee of (he Company who received remuneration in excess of the limit as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended.

10. DIRECTORS:

Shri Kalyan Roy retires from the Board by rotation and being eligible offers himself for re-appointment.

Shri Debasis Basu was appointed as a Director in the casual vacancy caused by the vacation of the office of Shri R. N, Ghosal on 2nd December, 2011. Shri Debasis Basu will hold office until the forthcoming Annual General Meeting. A notice in writing under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose the appointment of Shri Debasis Basu as Director of the Company at the Annual General Meeting.

The Board places on record its appreciation of the contribution made by Shri R. N. Ghosal during his association with the Company.

11. AUDITORS:

Messrs Nandy Haider and Ganguli, Chartered Accountants, retires from office and being eligible offer themselves for re-appointment.

12. ACKNOWLEDGEMENTS:

The Board of Directors acknowledges the recognition given and trust reposed in your Company by the esteemed Shareholders. Depositors, Financial Institutions, Banks, and their continued support even in the current crisis period. The Directors are also grateful to the various departments in both Central and State Governments as well as Reserve Bank of India for the assistance and guidance received from them.

The Board records its appreciation of the support received from the Andrew Yule Group of Companies.

Your Directors also place on record their appreciation of the valuable contribution made by the employees of (he Company.

Place: Kolkata. By Order of the Board,

Date : 14th August, 2012. Basab Roy

Chairman

---

Mar 31, 2011

The Directors have pleasure in presenting their Annual Report with tire audited accounts tar the year ended 31st March,2011.

(Rs. in lakhs) 1.Financial Results :

Profit before Depreciation 3. Interest 15.51 Less: Depreciation 5:48

Interest 30,00

35.48

Loss for the year (19.87)

Add : Loss brought forward from fast Afc. 1959.901

Loss carried forward to Balance Sheet (979.77)

2 DIVIDEND:

In view of the loss incurred during the year, your Director their inability to declare any dividend for the year 2010-11.

3. OPERATIONS AND FUTURE PROSPECTS :

Due to liquidity constraints during the year under review, your Company's performance for the year has deteriorated as compared to the previous year. The Company recorded a loss of Rs 19.37 larches in 2010-11 as compared to profit of Rs.20.64 lakhs in 2009-10.

The Company however has been successful in reducing Public Deposit liability from Rs.1.56 cores to Rs.1,47croresason 31st March, 2011.

in order to ensure revival of the Company through generation of its own funds, She Company has entered into the Insurance Business which has a good market and is expanding very fast. During the year, your Company has earned Rs.3.14 lakhs. from the Insurance business.

Your Directors feel that by increasing is volume of business in the Insurance Sector and putting more thrust on recovery of its old outstanding dues front the debtors, a turnaround of the Company is a distinct possibility.

FIXED DEPOSITS :

Fixed Deposits from the Public outstanding with the Company at the end of Financial Year stood at Rs. 1.47 cures (inclusive of interest due and net of loans) and total number of depositors were 904. The Company has discontinued accepting fresh deposits or renewing the existing deposits with effect from 4th February, 1999.

5. SIGNIFICANT ACCOUNTING POLICIES :

A statement detailing significant Accounting Policies of the Company is annexed to the Accounts,

6. AUDITORS' REPORT:

The Company's views on the Auditors" observations in Para 4 (iii), (iv), (v). (vi)(a) and vi(d) have been adequately explained in Notions.(a) to (n)of Notes to Accounts (Schedule-IB). However Report and the Annexure thereto, your Directors have to stale as under:-

Para 4fvi)(b) and : The repayment of matured deposits together with interest due thereon could. not be possible withers the Para 6 of Annexure. stipulated time due to severs fund crisis. Accordingly, a scheme for replacement of repayment of such dues was submitted to the Company Law Board (CLE), who issued an order. The Company being aggrieved, preferred an Appeal against the said order with the Hon'ble High Court at be outcome of which is still pending.

Para4 : The minimum Capital Adequacy Ratio (CAR) of 12% as presented by the Reserve. Bank of India could not be maintained throughout the year on an ongoing basis due to acute liquidity constrictions- Sued by the. Company and the losses incurred in the last few years.

Para 5 : The Company has relied on a legal opinion In shareholder of the Company Law Board having been contested and pending before the Hon'bSe Kolkata High Court, the Directors of the Company are not disqualified under Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 19 56 for default in repayment of Public Deposits together with interest thereon.

7. CORPORATE GOVERNANCE:

As per Clause 49 the Listing Agree me [it with Iffy Stock Exchange, a Report on Corporate Governance tog eth. eke with the Auditors' Certificate on Compliance of conditions of Corporate Governance, form pair of the Annual Report.

a. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Sector. 217 (2AA) of the Companies eel, 1955, your Directors have:

(a) followed in the preparation the Annual Accounts She applicable accounting standard with proper explanation relating to material departures;

(b} selected such accounting policies and applied them consistently and made judgments

c} taken proper and sufficient care for the maintenance of adequate accounting records in accordance with tie provisions of the Companies Act, 1956 fat safeguarding the assess of your Company and for preventing and detecting fraud and other irregularities; and

(d} prepared the Annual! Accounts for Hoyer ended 31st March, 2011 on ageing concern basis.

9. STATUTORY INFORMATION:

(a) Considering the nature of business of the Company, the provisions of Section 217(i)(e) of the Companies Act 1956, requiring disclosure relating to conservation of energy and technology absorption are not applicable. Further, there has been no income and outflow of foreign exchange during the year under review.

(b) there was no employee of the Company who received remuneration in excess-of the limit as prescribed under Section 217{2A) of the Companies Act, 1556, read with the Companies-[Particulars of Employees} Rules 1975, as amended.

DIRECTORS;

Shri Rajendra Naih Ghosal retires from the Board by rotation and being eligible offers himself for re- appointment.

Shri Ami/a Narayan B h attach a ryya retires from (he Beard by rotation and bemg eligible offers himself for re-appointment.

11. AUDITORS:

Messrs Nancy Haider and Gangtrli. Chartered Accountants, retires from office and being eligible offer themselves for re-appointment

12. ACKNOWLEDGEMENTS:

The Board of Directors acknowledges the recognition given. and trust reposed in your Company by the esteemed Shareholders, Depositors, Financial Institutions, Banks, and their continued support even in the current crisis period. The Directors are also grateful to the various departments in both Central and State Governments as well as Reserve Bank of India for the assistance and guidance received from them.

The Board records its appreciation of the support received from the Andrev/ Yu'e Group of Companies.

Your Directors also place on record their appreciation of the valuable contribution made by the employees of Effie Company.

Place : Kolkata. By Order of the Board.

Date : 5th, August, 2011. R. N. Ghosal

Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting their Annual Report with the audited accounts for the year ended 31st March, 2010.

(Rs. in lakhs)

1. Financial Results :

Profit before depreciation & Interest 54.23

Less: Depreciation 6.37

Interest 30.00

36.37

Profit for the year 17.86

Add : Deferred Tax written back 2.78

Net Profit for the year 20.64

Less : Loss brought forward from last A/c. 980.54

Loss carried forward to Balance Sheet 959.90

2. DIVIDEND :

In view of the accumulated loss, your Directors regret their inability to declare any dividend for the year 2009-10.

3. OPERATIONS AND FUTURE PROSPECTS :

Due to liquidity constraints during the year under review, your Companys performance for the year has deteriorated as compared to the previous year. The Company recorded a profit of Rs.20.64 lakhs in 2009-10 as compared to profit of Rs. 173.26 lakhs in 2008- 09.

The Company however has been successful in reducing Public Deposit liability from Rs.1.69 crores to Rs.1.56 crores as on 31 March, 2010 through utilization of funds provided by Andrew Yule & Co. Ltd. as unsecured loan.

In order to ensure revival of the Company through generation of its own funds, the Company has entered into the Insurance Business which has a good market and is expanding very fast. During the year, your Company has earned Rs.4.10 lakhs from Insurance business as compared to Rs.4.07 lakhs in 2008-09.

Your Directors feel that by venturing into this new line of business and by putting more thrust on recovery of its old outstanding dues from the debtors, a turnaround of the Company is a distinct possibility.

4. FIXED DEPOSITS :

Fixed Deposits from the Public outstanding with the Company at the end of Financial Year stood at Rs. 1.56 crores (inclusive of interest due and net of loans) and total number of depositors were 966. Deposits totaling Rs. 15.90 lakhs from 130 depositors have become due for repayment but remained unclaimed.

The Company has discontinued accepting fresh deposits or renewing the existing deposits with effect from 4th February, 1999.

5. SIGNIFICANT ACCOUNTING POLICIES :

A statement detailing significant Accounting Policies of the Company is annexed to the Accounts.

6. AUDITORS REPORT :

The Companys views on the Auditors observations in Para 4 (iii), (iv), (v), (vi)(a) and |vi)(d) have been adequately explained in Note Nos.(a) to (n) of Notes to Accounts (Schedule-17). However, in respect of other comments in the Auditors Report and the Annexure thereto, your Directors have to state as under :-

Para 4(vi)(b) and

Para 6 of Annexure.

The repayment of matured deposits together with interest due thereon could not be possible within the stipulated time due to severe fund crisis. Accordingly, a scheme for rephasement of repayment of such dues was submitted to the Company Law Board (CLB), who issued an order. The Company being aggrieved, preferred an Appeal against the said order with the Honble Hieh Court at Kolkata the outcome of which is still pending.

Para 4 (vi) (c) :

The minimum Capital Adequacy Ratio (CAR) of 12% as prescribed by the Reserve Bank of India could not be maintained throughout the year on an ongoing basis due to acute liquidity constraints faced by the Company and the losses incurred in the last few years.

Para 5 :

The Company has relied on a legal opinion that the order of the Company Law Board having been contested and pending before the Honble Kolkata High Court, the Directors of the Company are not disqualified under Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956 for default in repayment of Public Deposits together with interest thereon.

7. DEMATERIALISATION OP SHARES :

Pursuant to the directions of the Securities & Exchange Board of India, the trading in the shares of the. Company in dematerialised form has been made compulsory with effect from 13 December, 2000. The Company has made arrangement for Dematerialisation of its shares with National Securities Depository Ltd., (NSDL) and Central Depository Services India Limited (CDSL). However, the members are also free to keep the shares in physical form or to hold the shares with a "Depository Participant" in demat form.

8. CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchange, a Report on Corporate Governance together with the Auditors Certificate on Compliance of conditions of Corporate Governance, form part of the Annual Report.

9 DIRECTORS RESPONSIBILITY STATEMENT :

In terms of Section 217 (2AA) of the Companies act, 1956, your Directors have :

(a) followed in the preparation of the Annual Accounts the applicable accounting standards with proper explanation relating to material departures;

(b) selected such accounting policies and applied them consistently and made judgements;

(c) 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 your Company and for preventing and detecting fraud and other irregularities; and

(d) prepared the Annual Accounts for the year ended 31st March, 2010 on a going concern basis.

10. STATUTORY INFORMATION :

(a) Considering the nature of business of the Company, the provisions of Section 217(i)(e) of the Companies Act, 1956, requiring disclosure relating to conservation of energy and technology absorption are not applicable. Further, there has been no income and outflow of foreign exchange during the year under review.

(b) There was no employee of the Company who received remuneration in excess of the limit as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended.

11. DIRECTORS:

Shri Basab Roy retires from the Board by rotation and being eligible offers himself for re-appointment.

Shri N.J. Verma and Shri Kalyan Roy were appointed as Directors of the Company on 25 November, 2008 and 31st March, 2009, respectively, in terms of Section 262 the Companies Act, 1956 to fill the casual vacancy caused by the resignation of Sarbashri Debasish Roychowdhury and Anup Kumar Dasgupta. Sarbashri N.J. Verma and Kalyan Roy will hold office till the conclusion of forthcoming Annual General Meeting since Shri Debasish Roychowdhury and Anup Kumar Dasgupta would have held office upto that day had they not resigned. Two notices in writing under Section 257 of the Companies Act, 1956 had been received from two members signifying their intention to propose the appointment of Shri N.J. Verma and Shri Kalyan Roy as Directors of the Company at the forthcoming Annual General Meeting.

12. AUDITORS :

Messrs Nandy Haider and Ganguli, Chartered Accountants, retires from office and being eligible offer themselves for re-appointment.

13. ACKNOWLEDGEMENTS :

The Board of Directors acknowledges the recognition given and trust reposed in your Company by the esteemed Shareholders, Depositors, Financial Institutions, Banks, and their continued support even in the current crisis period. The Directors are also grateful to the various departments in both Central and State Governments as well as Reserve • Bank of India for the assistance and guidance received from them.

The Board records its appreciation of the support received from Andrew Yule Group of Companies.

Your Directors also place on record their appreciation of the valuable contribution made by the employees of the Company.



Place : Kolkata. By Order of the Board, Date : 20th August, 2010. R.N. Ghosal Chairman.