Your Directors feel pleasure in presenting their 32nd Annual Report togetherwith the Audited Statements of accounts for the Financial Year ended on 31stMarch 2016.
1. FINANCIAL RESULTS:
During the year under review the Company has shown notable performance. The extractsof financial results 2015-16 are as under:
| || ||(Rs. In Lacs) |
|Particulars ||Current Year 2015 - 16 ||Previous Year 2014 - 15 |
| ||Rs. ||Rs. |
|Total Revenue ||17.19 ||11.48 |
|Profit before Depreciation and Tax ||8.82 ||3.54 |
|Profit Before tax and exceptional items ||8.82 ||3.54 |
|Exceptional Items ||- ||- |
|Profit Before Tax ||8.82 ||3.54 |
|Current Tax ||1.12 ||1.09 |
|Deferred Tax ||- ||- |
|Excess in provision for current tax for earlier years. ||- ||- |
|Profit after Tax ||7.70 ||2.45 |
|Add: Balance Brought forward ||5.58 ||3.13 |
|Balance Carried to Balance Sheet ||13.28 ||5.58 |
During the Financial Year 2015-16 Company is able to earn nominal profits frombusiness. Company wish to reinvest the profit for expansion of business and hence theBoard of Directors have not recommended any dividend for Financial year 2015-16.
A. DEPOSITS AND LONG TERM BORROWINGS:
During the year Company has not accepted any Deposits or long term borrowings from anyparty.
B. RELATED PARTIES TRANSACTIONS:
During the year Company has not entered in to any related party transactions and henceno such disclosures have been made in relevant section of Related Party Transactions.
4. SUBSIDIARIES AND JOINT VENTURE
Company does not have any subsidiary companies. Company has not made any investment inJoint Venture.
5. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2015-16 the Board of Directors states that:
a) in preparation of the annual accounts the applicable accounting standards have beenfollowed and there are no material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2016 and of the profitsfor the year ended 31st March 2016;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
6. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed.
As per Section 139 of the Companies Act 2013 and Rules as Companies (Audit &Auditors) rules 2014 Members of the Company appointed M/s. Arpan Chudgar &Associates Chartered Accountant Ahmedabad as Statutory Auditor of the Company for thefinancial year 2015-16 subject to ratification by the members every year in Annual GeneralMeeting.
Board of Directors recommends ratification of appointment of M/s. Arpan Chudgar &Associates Chartered Accountant Ahmedabad (Holding Membership No. 131876) as statutoryauditor of the Company for FY 2016-17. Company has received a certificate regarding theireligibility for reappointment as Statutory Auditor of the Company pursuant to Section139(1) of Companies Act 2013 read with rules framed there under.
The Auditors' report for financial year 2015-16 is self explanatory and forms part ofthis Annual Report and does not contain any qualification reservation or adverse remark.
Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors has appointed M/s. J Akhani Associates Company Secretaries Ahmedabad asSecretarial Auditors of the Company for FY 2015-16. A Secretarial Audit Report for FY2015-16 is annexed herewith as Annexure A.
There are no adverse observations in the Secretarial Audit Report which call forexplanation.
The Board has appointed M/s J Akhani & Associates Company Secretaries Ahmedabadas Secretarial Auditors of the Company for FY 2016-2017.
Provisions of section 148 of Companies Act 2013 are not applicable to the Company andhence no disclosure is required to be made in this regard.
8. DIRECTORS AND KEY MANAGARIAL PERSONNEL:
DIRECTORS RETIRING BY ROTATION
Mr. Jinen Shah (holding DIN: 02922873) a Director whose terms of office is liable todetermination by retirement of Directors by rotation under section 152 of Companies Act2013 and being eligible offers himself for reappointment. Directors recommend his reappointment.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2016-17 confirming that they meetthe criteria of independence as prescribed under the Act and SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. During the year under reviewthe Board met 11 times.
Dates of Meeting are as under:
|Date of Board Meeting ||Board Strength ||Directors who attended |
|21.05.2015 ||4 ||3 |
|30.05.2015 ||4 ||3 |
|10.06.2015 ||4 ||4 |
|26.06.2015 ||4 ||3 |
|10.07.2015 ||4 ||4 |
|23.07.2015 ||4 ||3 |
|14.08.2015 ||4 ||4 |
|01.09.2015 ||4 ||3 |
|09.11.2015 ||4 ||4 |
|10.02.2016 ||4 ||4 |
|12.03.2016 ||4 ||3 |
POLICY ON DIRECTORS' APPOINTMENT:
Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the criteria and process foridentification/appointment of Directors which are as under:
Criteria for Appointment:
The proposed Director shall meet all statutory requirements and should:
- Possess highest values ethics and integrity.
- Not have any direct or indirect conflict with business operations.
- Be willing to devote time and efforts.
- Have relevant experience.
- Have understanding about corporate functionality.
- Understand real value of stakeholders.
Process for identification of Directors/Appointment of Directors:
- Board Members may suggest any potential person to the Chairman of the Company meetingthe above criteria. If the chairman deems fit recommendation will be made by him to NRC.
- Chairman himself can also recommend a person to NRC.
- NRC shall process and evaluate the proposal and shall submit their recommendation toBoard.
- Board shall consider such proposal on merit and decide suitably.
Criteria for Performance Evaluation:
The Board considered and approved criteria for performance evaluation of itself andthat of its committees and individual directors as follow:
Criteria for Board Evaluation:
- Focus on strategic decisions.
- Qualitative discussion and processes.
Criteria for Committee Evaluation:
- Fulfillment of allotted responsibilities.
- Effectiveness of recommendation meetings.
Criteria for Independent and Non Independent Directors' evaluation:
- Contribution through their experience and expertise.
- Focus on Stakeholders' interest.
MANNER OF EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Evaluation of Board its Committees and Individual Directors was carried out as perprocess and criteria laid down by the Board of Directors based on the recommendation ofthe Nomination and Remuneration Committee.
The obtaining and consolidation of feedback from all Directors in this regards wascoordinated by the Chairman of Independent Directors' meeting for Board andNon-Independent Directors while the process of evaluation of the Independent Directors wascoordinated by the Chairman of the Company. Based on this Chairman of the Company briefedthe Board and each of the Individual Directors as applicable.
During the year under review Company has not paid any remuneration to any of theDirectors. Hence no disclosure is required in that regard.
The Company has formulated the policy relating to the remuneration of the DirectorsKey Managerial Personnel and other employees of the Company which is as under:
A) Components of Remuneration
- Fixed Pay comprising Basic Salary HRA Car Allowance (applicable to General Managers& above employees) Conveyance Allowances/Reimbursement Company's contribution toProvident Fund Superannuation Fund Gratuity etc.
- Variable Pay which is either in the form of:
Commission to Managing Directors and Commission to Whole-time Directors
A) Annual Appraisal process:
Annual Appraisals are conducted following which annual increments and promotions indeserving cases are decided once in a year based on:
- Employees self-assessment
- Assessment by Immediate Superior and
- Assessment by Head of Department
Annual Increment leading to an increase in Fixed Pay consists of
- Economic Rise based on All India Consumer Price Index published by the Government ofIndia or Internal Survey wherein inflation on commonly used items is calculated.
Remuneration of Independent Directors:
The Company has formulated a policy for the remuneration of Independent Directors asfollows:
- Sitting Fees of Rs. 2000/- for each meeting of the Board or any Committee thereofattended by them;
- Reimbursement of Expenses incurred by Independent Directors for attending any meetingof the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
As the Directors of the Company have not been paid any remuneration disclosure underprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2015 is not required.
10. AUDIT AND RISK MANAGEMENT:
During the year the Board decided that the Audit Committee shall also carry out therole of Risk Management and so Audit Committee has been renamed as Audit and RiskManagement Committee and also changed its terms of reference in this context.
COMPOSITION OF AUDIT COMMITTEE
|Name of Director ||Category of Directorship |
|Mr. Dhairya Thakkar * ||Chairman |
|Ms. Zalaj Gajjar * ||Chairman |
|Mr. Jinen Shah ||Member |
|Mr. Nikhil Joshi ||Member |
|Ms. Rakhi Patel ** ||Member |
|Mr. Pankaj Jadav ** ||Member |
* Mr. Dhairya Thakkar Company Secretary of the Company resigned on 10.06.2015 andMs. Zalak Gajjar Company Secretary of the Company was appointed w. e. f. 10.07.2015
** Mr. Pankaj Jadav resigned from the Board w. e. f. 13.06.2015 and Ms. Rakhi Patelwas appointed on the Board w. e. f. 26.06.2015.
The Company has adopted a Whistle Blower Policy since March 2015 in compliance withListing Agreement and Companies Act 2013. The Policy empowers all the Stakeholders toraise concerns by making Protected Disclosures as defined in the Policy. The Policy alsoprovides for adequate safeguards against victimization of Whistle Blower who avail of suchmechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases. The functioning of the Whistle Blower mechanism is reviewed by theAudit Committee on a quarterly basis.
RISK MANAGEMENT POLICY
The Board of Directors has developed and implemented Risk Management Policy for theCompany. It has identified and assessed various risks factors with potential impact onthe Company in achieving its strategic objectives or may threaten its existence. ThePolicy lays down procedures for risk identification assessment monitoring review andreporting. The Policy also lists the roles and responsibilities of Board and RiskManagement Committee.
11. ENVIRONMENT HEALTH AND SAFETY
The Company accords the highest priority to health environment and safety. The Companydoes not carry on manufacturing operations. The Company takes at most care for theemployees and ensures compliance with the applicable rules and regulation applicable tothe Company.
12. CORPORATE GOVERNANCE
As stipulated by Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 Report on Corporate Governance is annexed to Director Report and formspart of this Annual Report. Certificate of the Auditors regarding compliance with theconditions of Corporate Governance as stipulated in Schedule V SEBI (Listing Obligationand Disclosure Requirements) Regulation 2015 is annexed to the Board's Report.
13. MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated by Schedule V of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 the Management Discussion and Analysis Report is annexed to DirectorReport and forms part of this Annual Report.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNIGS AND OUTGO:
During the financial year 2015-16 Company has not undertaken any manufacturingoperations. Company has neither earned nor spent anything in foreign currency. Hence nodisclosure is required under this head pursuant to Companies (Accounts) Rules 2015.
15. THE EXTRACTS OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed to this Directors' Report.
16. CORPORATE SOCIAL RESPONSIBILLITY:
Provisions of Section 135 of Companies Act 2013 is not applicable to the Company andhence no disclosure is required to be made in that regard.
17. APPRECIATION AND ACKNOWLEDGMENT
The Directors feel pleasure thanking all the stakeholders who have reposed their faithin the management and the company and for their valuable support and cooperation.
| ||By order of the Board |
|Place: Ahmedabad ||For BOSTON LEASING AND FINANCE LIMITED |
|Date: 01st September 2016 || |
| ||JINEN SHAH |
| ||DIRECTOR |
|Reg. office: || |
|Shop No. 4 Ellora Commercial Shopping Centre || |
|Ground Floor Nr. Relief Cinema Salapose Road || |
|Ahmedabad Gujarat - 360001 || |
|CIN:L65910GJ1984PLC007459 || |
|(E) email@example.com || |
|(W) www.bostonleasingandfinance.com || |