The Directors are pleased to present the Twenty Fourth Annual Report,
together with the Audited Accounts of the Company for the Financial
Year ended 31st March, 2012, and the Auditors'' Report thereon.
(Rs. In Lacs)
Financial Year Financial Year
ended March 31, ended March 31,
Gross Income 45.01 384.51
Profit/(Loss) before write
off, provisions & tax (22.20) 120.77
Tax adjustment for earlier
years 533.62 -
Profit/(Loss) after Tax (555.82) 120.77
In view of the losses suffered by the Company, no dividend has been
considered for the year.
In terms of the Order of Delhi High Court dated 4th March, 2011, the
Hardship Committee was dissolved and 24,01,050 equity shares of Escorts
Limited (EL) held by the Hardship Committee were transferred to Escorts
Benefit Trust (Trust) for discharging the unclaimed fixed deposits.
The said court also directed EL that in the event the realized value of
the said shares falls short of the unclaimed Fixed Deposit liability
then EL shall further place its shares to make good such shortfall to
the Trust for discharging the liability in the manner stated above.
During the year ended 31.03.2012, the said trust has settled unclaimed
deposits of Rs. 11.53 crores. The balance unclaimed fixed deposit
liability as on date of this report amounts to Rs. 19.37 crores.
In terms of the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. Pritam Narang, Director retires by
rotation at the ensuing Annual General Meeting of your Company, and
being eligible, offers himself for re- appointment.
Mr. Hans Raj Sachdeva has resigned from the directorship of the Company
with effect from 31st August, 2011. The Board places on record its
appreciation for the valuable services rendered and contribution made
by him for the growth of the Company during his tenure as Director.
Mr. Rochak Puri was appointed as Additional Director of the Company
w.e.f. 31st August, 2011 pursuant to Section 260 of the Companies Act,
1956, and accordingly he holds office upto the ensuing Annual General
Meeting. The Company has received a notice pursuant to Section 257 of
the said Act from a member of the Company proposing candidature of Mr.
Rochak Puri for appointment as Director, whose period of office shall
be liable to determination by retirement of director by rotation, at
the forthcoming Annual General Meeting of the Company. The Board
recommends the appointment.
Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a
Report on Corporate Governance along with a certificate from M/s N.M.
Raiji & Co., Chartered Accountants, confirming compliance of conditions
of corporate governance enclosed as ''Annexure A''.
M/s N. M. Raiji & Co., Auditors of the Company retire at the ensuing
Annual General Meeting and are eligible for reappointment. The Company
has received a written certificate from them to the effect that their
reappointment as statutory auditors for the financial year 2012-2013,
if made, would be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956.
AUDITORS OBSERVATIONS AND COMMENTS THEREON
The observations made by the Statutory Auditors in the Auditors'' Report
are dealt with separately in the Notes to the Profit & loss Account and
the Balance Sheet. These are self-explanatory and do not call for any
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, the Board of Directors hereby confirm:
1. That in the preparation of the annual accounts for the financial
year ended 31st March, 2012, the applicable accounting standards have
been followed along with proper explanation relating to material
2. That 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 at the end of the financial year ended 31st
March, 2012 and of the profit or loss of the Company for that period;
3. That 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
4. That the Directors have prepared the annual accounts for the
financial year ended 31st March, 2012 on a going concern basis.
PARTICULARS OF EMPLOYEES
None of the employees of your Company is in receipt of remuneration
requiring disclosure pursuant to the provisions of Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, hence no such particulars are annexed.
INFORMATION UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956
I. Conservation of Energy
Your Company being engaged in financing business does not have any
activity relating to conservation of energy.
II. Research & Development (R&D)
Specific R&D Activities: There is no Research and Development
activity in the Company.
Benefits derived as a result of above R&D: N.A.
Future Plan of Action: NIL
Expenditure on ''R & D'': NIL
III. Technology Absorption, Adaptation and Innovation:
- Efforts in brief made towards Technology absorption etc.: NIL
- Benefits derived as a result of above: N.A
- Technology imported, years of Import, Has technology been fully
absorbed? If not fully absorbed, areas where this has not taken place,
reasons there for and future plans of action: N.A
IV. Foreign exchange earnings and outgo
During the period under review, there was no foreign exchange outflow
from your Company and it had no foreign exchange earnings.
Your Directors wish to thank and acknowledge the co-operation and
assistance extended by the Banks, Financial Institutions, Government
Agencies, Customers, Depositors and Trustees of the Escorts Benefit
The Directors also wish to convey their deep appreciation of the
contribution made by all employees to the operations of the Company, in
particular those who continued with the Company and extended their full
support during this difficult period. We also convey our thanks to our
esteemed shareholders for their continued support and encouragement.
For and on behalf of the Board
Inder Mohan Sakhuja
Dated: 13th August, 2012