Directors Report of CIFCO Finance Ltd.

Mar 31, 2014

DIRECTORS'' REPORT TO THE SHAREHOLDERS

The Directors present the THIRTIETH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Amount in Rs. Lacs) Year ended Year ended 31st March, 31sl March, 2014 2013

Total Income 15.74 9.06

Add: Reversal of provi- sion in diminution in value of investments no longer required - -

15.74 9.06

Profit/(Loss) before (6.46) (173.80)

Depreciation

(Add)/Less: Depreciation 2.65 4.45

Profit/(Loss) Before Tax (64.11) (178.25)

(Add)/Less: Provision for Taxation

Prior years'' tax adjust - 305.22 ment

Profit/(Loss) after Tax (64.11) (483.47)

Add/(Less): Losses brought forward from previous year (2,810.58) (2,327.11)

Surplus/(Deficit) carried _ _

to Balance Sheet (2,874.69) (2,810.58)

DIVIDEND

In view of the accumulated losses, the Directors do not recom- mend any dividend for the year under report.

BUSINESS

The Company continued to be impeded by the restrictions for pursuing any activity of a Non-Banking Finance Company, as imposed by the Reserve Bank of India. Other income was on account of remission of interest.

However, the quantum of revenues generated being nomi- nal, it was inadequate to discharge the liabilities.

In the absence of any employee on the payrolls, the Company continued to rely on the honorary help rendered by the personnel of Associate Companies, without any obliga- tion, legal or otherwise, arising on the Company on account of such help being accepted by it, or any kind of binding on such personnel, legal or otherwise, on account of their rendering such help to the Company.

NOTE ON STATE BANK OF INDIA MATTERS

As reported earlier, the Company had offered a One-Time Settlement of about Rs. 7.50 lacs to State Bank of India (SBI) in respect of its Dividend Warrant Account liability. SBI rejected the offer and the matter is presently with DRT for appropriate orders.

RECOVERIES OF LEASE/HIRE PURCHASE AND OTHER DEBTORS

The Company''s efforts to recover amounts due from cor- porates with whom it had entered into lease and hire purchase deals, through constant follow-up as well as the legal machin- ery in the form of applications with the appropriate Courts, have met with no success.

OBSERVATIONS IN THE AUDITORS'' REPORT

The Auditors have made certain observations in their Report on compliances not made by the Company.

As explained earlier, despite the rejection by the Reserve Bank of India (RBI) of the Company''s application for registration as a Non-Banking Financial Company (NBFC) and the consequential restrictions imposed by RBI, the Company continued to carry on activities of an NBFC, in terms of a legal opinion obtained, for the limited purpose of discharging its liabilities, including repayment to the depositors, and to meet administrative overheads. Hence, the Accounts have been prepared on a going concern basis. This has been further explained in Note 2 to the Accounts under Note 15.

Further, the Company has also been legally advised that in the light of RBI''s rejection referred above, the applicability of the various provisions of "Prudential Norms Directions" does not arise. Hence, Prudential Norms for Income Recognition, Assets Classification and Provisioning for Non-Performing Assets have not been followed.

As regards repayment of deposits, in compliance of the Order passed by the Company Law Board (CLB), read together with the Corrigendum issued thereunder, as also the repayment of Non-Cumulative Debentures, in terms of the Schedule prepared therefor, the developments in respect thereof during the period under report have been explained separately, as well as in Note Nos.4a and 4b to the Accounts under Note 15.

As regards the observation regarding disqualification of Directors, for appointment as Directors, in terms of Section 274(1 )(g) of the Companies Act, 1956, the Board was revamped and the present Directors offered themselves for appointment with the sole intention of co-ordinating with the Promoters of the Company in their efforts to discharge the Company''s liabilities expeditiously, notwithstanding that such appointment would attract disqualification under the said Section, as stated herein and as observed by the Auditors.

FIXED DEPOSITS/NON-CONVERTIBLE DEBENTURES

As reported earlier, in the light of various restrictions, the Com- pany was unable to generate any income which could be de- ployed for repayment of the deposits as well as non-convertible debentures (NCDs). Further, the Company''s application to the Company Law Board for revision in the Schedule of Repay- ments is still pending approval.

During the year under report, 8 deposits amounting to Rs. 0.30 lacs have been repaid.

REDEMPTION OF PREFERENCE SHARES

As reported earlier, 12,00,000 10% Cumulative Preference Shares oR 10/- each fully paid-up, aggregating Rs.1.20 crores, allotted by the Company in 1998, were redeemable at par on March 31, 2003. However, on account of acute financial cri- sis being faced by the Company, the repayment was not done.

Further, the Company was unable to issue any equity shares to facilitate such redemption.

DIRECTORS

Mr.P. Krishnan retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re- appointment.

The Company has received a notice in writing from a member proposing the candidature of Mr.P. Krishnan for appointment as Independent Director. The Company has received declaration from Mr.P. Krishnan confirming that he meets with the criteria of independence as prescribed under of Section 149(6) of the Companies Act, 2013.

Your Directors recommend the appointment of Mr.P. Krishnan as Independent Director.

PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence information in this regard is not required to be furnished.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They 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 covered under this Report and of the profit of the Company for the year.

3. They have taken proper and sufficient care for the mainte- nance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Given the nature of the Company''s activities, information relat- ing to conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is not required to be furnished.

During the year under report, the Company has not earned any income by way of foreign exchange. The foreign exchange outgo during the year under report was NIL (previous year Nil)

AUDITORS

M/s M.D.Pandya & Associates, Chartered Accountants, Mum- bai, hold office as Auditors of the Company upto the conclusion of the forthcoming Annual General Meeting. A certificate has been obtained from them pursuant to Section 224(1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed thereunder.

CORPORATE GOVERNANCE

A report on Corporate Governance is included as a part of this Annual Report alongwith a certificate from the Company''s Auditors.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation of the devoted and diligent services rendered by personnel of Associate Companies at all levels and the co- operation extended by them. The Board also wishes to place on record its gratitude to the Company''s Bankers.

FOR AND ON BEHALF OF THE BOARD Mumbai S.K.NANDI V.M.SATYAN Dated: 30™ May, 2014 DIRECTOR DIRECTOR

---

Mar 31, 2013

TO THE SHAREHOLDERS

The Directors present the TWENTY-NINTH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31s1 March, 2013.

FINANCIAL RESULTS

(Amount in Rs. Lacs)

Year ended Year ended 31st March, 31st March, 2013 2012

Total Income 9.06 39.54

Add: Reversal of provi- sion in diminution in value of investments no longer required -- --

9.06 39.54

Profit/(Loss) before (173.80) (86.45)

Depreciation

(Add)/I_ess: Depreciation 4.45 8.01

Profit/(Loss) Before Tax (178.25) (94.46)

(Add)/Less: Provision for Taxation -- --

Prior years'' tax adjust- 305.22 - ment

Profit/(Loss) after Tax (483.47) (94.46)

Add/(Less): Losses brought forward from previous year (2,327.11) (2,232.64)

Surplus/(Deficit) carried ________ ________ to Balance Sheet (2,810.58) (2,327.10)



DIVIDEND

In view of the accumulated losses, the Directors do not recom- mend any dividend for the year under report.

BUSINESS

The Company continued to be impeded by the restrictions for pursuing any activity of a Non-Banking Finance Company, as imposed by the Reserve Bank of India. Other income was on account of remission of interest.

* However, the quantum of revenues generated being nomi- nal, it was inadequate to discharge the liabilities.

In the absence of any employee on the payrolls, the Company continued to rely on the honorary help rendered by the personnel of Associate Companies, without any obliga- tion, legal or otherwise, arising on the Company on account of such help being accepted by it, or any kind of binding on such personnel, legal or otherwise, on account of their rendering such help to the Company.

NOTE ON STATE BANK OF INDIA MATTERS

As reported earlier, the Company had offered a One-Time Settlement of about Rs. 7.50 lacs to State Bank of India (SBI) in respect of its Dividend Warrant Account liability. SBI rejected the offer and the matter is presently with DRT for appropriate orders.

RECOVERIES OF LEASE/HIRE PURCHASE AND OTHER DEBTORS

The Company''s efforts to recover amounts due from cor- porates with whom it had entered into lease and hire purchase deals, through constant follow-up as well as the legal machin- ery in the form of applications with the appropriate Courts, have met with no success.

OBSERVATIONS IN THE AUDITORS'' REPORT

The Auditors have made certain observations in their Report on compliances not made by the Company.

As explained earlier, despite the rejection by the Reserve Bank of India (RBI) of the Company''s application for registration as a Non-Banking Financial Company (NBFC) and the consequential restrictions imposed by RBI, the Company continued to carry on activities of an NBFC, in terms of a legal opinion obtained, for the limited purpose of discharging its liabilities, including repayment to the depositors, and to meet administrative overheads. Hence, the Accounts have been prepared on a going concern basis. This has been further explained in Note 4 to the Accounts under Note 15.

Further, the Company has also been legally advised that in the light of RBI''s rejection referred above, the applicability of the various provisions of "Prudential Norms Directions" does not arise. Hence, Prudential Norms for Income Recognition, Assets Classification and Provisioning for Non-Performing Assets have not been followed.

As regards repayment of deposits, in compliance of the Order passed by the Company Law Board (CLB), read together with the Corrigendum issued thereunder, as also the repayment of Non-Cumulative Debentures, in terms of the Schedule prepared therefor, the developments in respect thereof during the period under report have been explained separately, as well as in Note Nos.8a and 8b to the Accounts under Note 15.

As regards the observation about provision of depreciation on plant and machinery given on lease, Note 6a to the Accounts under Note 15 is self-explanatory.

As regards the observation regarding disqualification of Directors, for appointment as Directors, in terms of Section 274(1 )(g) of the Companies Act, 1956, the Board was revamped and the present Directors offered themselves for appointment with the sole intention of co-ordinating with the Promoters of the Company in their efforts to discharge the Company''s liabilities expeditiously, notwithstanding that such appointment would attract disqualification under the said Section, as stated herein and as observed by the Auditors.

FIXED DEPOSITS/NON-CONVERTIBLE DEBENTURES

As reported earlier, in the light of various restrictions, the Com- pany was unable to generate any income which could be de- ployed for repayment of the deposits as well as non-convertible debentures (NCDs). Further, the Company''s application to the Company Law Board for revision in the Schedule of Repay- ments is still pending approval.

During the year under report, 8 deposits amounting to Rs. 1.12 lacs have been repaid.

REDEMPTION OF PREFERENCE SHARES

As reported earlier, 12,00,000 10% Cumulative Preference Shares of Rs. 10/- each fully paid-up, aggregating Rs.1.20 crores, allotted by the Company in1998, were redeemable at par on March 31, 2003. However, on account of acute financial cri- sis being faced by the Company, the repayment was not done.

Further, the Company was unable to issue any equity shares to facilitate such redemption.

DIRECTORS

Mr.V.M.Satyan retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re- appointment.

PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence information in this regard is not required to be furnished.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They 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 covered under this Report and of the profit of the Company for the year.

3. They have taken proper and sufficient care for the mainte- nance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Given the nature of the Company''s activities, information re- lating to conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report is not required to be furnished.

During the year under report, the Company has not earned any income by way of foreign exchange. The foreign exchange outgo during the year under report was NIL (previous year Nil)

AUDITORS

M/s M.D.Pandya & Associates, Chartered Accountants, Mum- bai, hold office as Auditors of the Company upto the conclusion of the forthcoming Annual General Meeting. A certificate has been obtained from them pursuant to Section 224(1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed thereunder.

CORPORATE GOVERNANCE

A report on Corporate Governance is included as a part of this Annual Report alongwith a certificate from the Company''s Auditors.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation of the devoted and diligent services rendered by personnel of Associate Companies at all levels and the co- operation extended by them. The Board also wishes to place on record its gratitude to the Company''s Bankers.



FOR AND ON BEHALF OF THE BOARD

Mumbai S.K.NANDI V.M.SATYAN

Dated: 31st May, 2013 DIRECTOR DIRECTOR

---

Mar 31, 2010

The Directors present the TWENTY-SIXTH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Amount (Rs.lacs)

Year ended Year ended

31st March, 2010 31st March, 2009

Total Income 68.45 4.91

Add: Reversal of provision in diminution in

value of invest- ments no longer required 2.09 - 7055 4.91

Profil/(Loss) before Depreciation 9764 (60.30)

(Add)/Less: Depreciation 979 11.36

ProfW(Loss) Before Tax (0.15) (71.66)

(Add)/Less: Provision for Taxation -

ProFil/(Loss) alter Tax (015) (71.66)

Add/(Less): Losses brought

forward Irom previous year (2,199.98) (2,128.17)

Surplus/(Deficit) carried to Balance (2,199.98) (2,199.83)

Sheet

DIVIDEND

In view of the accumulated losses, the Directors do not recommend any dividend for the year under report.

BUSINESS

The Company continued to be impeded by the restrictions for pursuing any activity of a Non-Banking Finance Company, as imposed by the Reserve Bank of India. Other income was mainly on account of profits on sale of investments and amounts written back.

However, the quantum of revenues generated being nominal, it was inadequate to discharge the liabilities.

In the absence of any employee on the payrolls, the Company continued lo rely on the honorary help rendered by the personnel of Associate Companies, without any obligation, legal or otherwise, arising on the Company on account of such help being accepted by it, or any kind of binding on such personnel, legal or otherwise, on account of their rendering such help to the Company.

NOTE ON STATE BANK OF INDIA MATTERS

As reported earlier, the Company had offered a One-Time Settlement of about Rs.7.50 lacs to State Bank of India (SBI) in respect of its Dividend Warrant Account liability. As the offer was rejected by SBI, the Company revised the same. However, SBI instead of accepting the initial offer or the revised offer, approached the DRT for attachment of premises at Pune, earlier owned by the Company and mortgaged to another division of SBI, and subsequently disposed off by the Company to a third party with the

consent of SBI, for the purpose of discharging its liability to another Division of SBI. In terms of the order passed by the DRT, the said premises stood attached.

The Company successfully contested the order of DRT and as on the date of this report the said premises are free from any attachment.

RECOVERIES OF LEASE/HIRE PURCHASE AND OTHER DEBTORS

The Companys efforts to recover amounts due from corporates with whom it had entered into lease and hire purchase deals, through constant follow-up as well as the legal machinery in the form of applications with the appropriate Courts, have met with no success.

OBSERVATIONS IN THE AUDITORS REPORT

The Auditors have made certain observations in their Report on compliances not made by the Company.

As explained earlier, despite the rejection by the Reserve Bank of India (RBI) of the Companys application for registration as a Non-Banking Financial Company (NBFC) and the consequential restrictions imposed by RBI, the Company continued to carry on activities of an NBFC, in terms of a legal opinion obtained, for the limited purpose of discharging its liabilities, including repayment to the depositors, and to meet administrative overheads. Hence, the Accounts have been prepared on a going concern basis. This has been further explained in Note 1 to the Accounts under Schedule 14.

Further, the Company has also been legally advised that in the light of RBIs rejection referred above, the applicability of the various provisions of "Prudential Norms Directions" does not arise. Hence, Prudential Norms for Income Recognition, Assets Classification and Provisioning for Non-Performing Assets have not been followed. Note 5 to the Accounts under Schedule 14 further explains the factual position.

As regards repayment of deposits, in compliance of the Order passed by the Company Law Board (CLB), read together with the Corrigendum issued thereunder, as also the repayment of Non-Cumulative Debentures, in terms of the Schedule prepared therefor, the developments in respect thereof during the period under report have been explained separately, as well as in Notes 6a and 6b to the Accounts under Schedule 14.

As regards the observation about provision of depreciation on plant and machinery given on lease, Note 3b to the Accounts under Schedule 14 is self-explanatory.

As regards the observation regarding disqualification of Directors, for appointment as Directors, in terms of Section 274 (1) (g) of the Companies Act, 1956, the Board was revamped and the present Directors offered themselves for appointment with the sole intention of co-ordinating with the Promoters of the Company in their efforts to discharge the Companys liabilities expeditiously, notwithstanding that such appointment would attract disqualification under the said Section, as stated herein and as observed by the Auditors.

FIXED DEPOSITS/NON-CONVERTIBLE DEBENTURES

As reported earlier, in the light of various restrictions, the Company was unable to generate any income which could be deployed for repayment of the deposits as well as non-convertible debentures (NCDs). Further, the Companys application to the Company Law Board for revision in the Schedule of Repayments is still pending approval.

During the year under report, 12 deposits amounting to Rs.2.40 lacs have been repaid. All the repayments have been only by way of principal.

During the year under report, the Company discharged its liability of an amount of Rs.15.00 lacs, being Non-Convertible Debentures earlier placed by a Promoter/ Former Director. The liability was discharged by setting off a like amount being due from the said Promoter/Former Director to the Company.

As reported earlier, the Reserve Bank of India had filed a criminal complaint against the Company and some of its Directors, both past as well as present, for non-compliance of the Order passed by the Honble Company Law Board, Western Region Bench, Mumbai in respect of repayment of deposits. The Company has been informed that the matter is presently being heard at the appropriate Court. As on the date of this Report, the Company and its present Directors have not yet been served with the Summons. The Company will seek necessary legal remedy as and when needed.

REDEMPTION OF PREFERENCE SHARES

As reported earlier, 12,00.000 10% Cumulative Preference Shares of Rs. 10/- each fully paid-up, aggregating Rs. 1.20 crores, allotted by the Company in 1998, were redeemable at par on March 31, 2003. However, on account of acute financial crisis being faced by the Company, the repayment was not done.

Further, the Company was unable to issue any equity shares to facilitate such redemption.

DIRECTORS

Mr.V.M.Satyan retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re- appointment.

PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence information in this regard is not required to be furnished.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They 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 covered under this Report and of the profit of the Company for the year.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Given the nature of the Companys activities, information relating to conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of his Report is not required to be furnished.

During the year under report, the Company has not earned any income by way of foreign exchange. The foreign exchange outgo during the year under report was NIL (previous year Nil).

AUDITORS

M/s M.D.Pandya & Associates, Chartered Accountants, Mumbai, hold office as Auditors of the Company upto the conclusion of the forthcoming Annual General Meeting. A certificate has been obtained from them pursuant to Section 224(1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed thereunder.

CORPORATE GOVERNANCE

A report on Corporate Governance is included as a part of this Annual Report alongwith a certificate from the Companys Auditors.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation of the devoted and diligent services rendered by personnel of Associate Companies at all levels and the co- operation extended by them. The Board also wishes to place on record its gratitude to the Companys Bankers.

FOR AND ON BEHALF OF THE BOARD

S.K. NANDI V.M. SATYAN

Director Director

Mumbai

Dated: 6th September, 2010