To the Members
The Directors take pleasure in presenting the 32 Annual Report together with theAudited financial statements for the year ended March 31 2016.
The summarized Financial Result of the company is given below:
FINANCIAL RESULT (IN RUPEER)
|PARTICULARS ||2015-2016 ||2014-2015 |
|Sales and other income ||15016555 ||13130150 |
|Earnings before interest tax and depreciation ||85264 ||813120 |
|Interest / Finance charges ||- ||- |
|Depreciation ||90334 ||166961 |
|Profit before taxation ||175598 ||980081 |
|Taxation ||145000 ||414919 |
|Profit for the year ||20263 ||588044 |
REVIEW OF FINANCIAL RESULTS :
Your Company's PBT has increased to Rs. 175598/- for the period under review from Rs.98081/- of previous financial year. Your Company has registered a Net Profit of Rs.20263/- for the year under review against the Net profit Rs. 588044/- of the previousyear.
The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.
The Company has not transferred any reserves to the special reserve.
The paid up Equity Share Capital as on March 31 2016 was Rs. 116023400. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.
EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act 2013 read withrule 12 of the Companies (Management and Administration) Rules 2014 the extracts of theAnnual Return as at March 312016 in the prescribes Form MGT-9 forms part of this reportas "Annexure-A".
NUMBER OF BOARD MEETINGS
The Board of Directors met ten times(10) in the year 2015-2016. The details of theboard meetings and the attendance of the directors are provided in the CorporateGovernance Report.
The role terms of reference authority and powers of the audit committee are inconformity with Section 177 of the Companies Act 2013. The Audit Committee met eight (8)times in the year 2015 - 2016. The details of the Audit Committee and the attendance ofits members are provided in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee met five (5) times in the year 2015 - 2016.The details of the Nomination and Remuneration Committee and the attendance of the membersare provided in the Corporate Governance Report.
SHARE TRANSFER COMMITTEE
The Share transfer Committee met twenty three (23) times in the year 2015- 2016. Thedetails of the Share transfer Committee and the attendance of its members are provided inthe Corporate Governance Report.
STAKEHOLDERS' GRIEVANCE CUM STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee met five (5) times in the year 2015-2016. Thedetails of the Stakeholders Relationship Committee and the attendance of its members areprovided in the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTION
There is no particulars of Contracts or Arrangements with related party referred to insection 188(1) of the Companies Act 2013 for the Financial Year 2015-2016.
EXPLANATION OF AUDITORS REPORT
The observations of the Statutory Auditors in their report read with the relevantnotes to the financial statement are self explanatory.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT 2013
Conservation of Energy: Since the Company is not engaged in any manufacturing activityissues relating to conservation of energy and technology absorption are not quite relevantto its functioning.
Technology absorption: The Company has not imported any technology. Hence theparticulars with respect to efforts made towards technology absorption and benefitsderived etc. are not applicable to the Company.
Export Activities: There was no export activity in the Company during the year underreview. The Company is not planning any export in the near future as well.
Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgoduring the year under review.
Your Company does not have any subsidiary / subsidiaries within the meaning of theCompanies Act 2013.
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website www.deltaleasing.in:
1. Code of Conduct and Ethics
2. Vigil's Mechanism Policy
3. Risk Management Policy
4. Policy for determination of Materiality for disclosure of events or information.
5. Policy for preservation of Documents.
6. Archival Policy for disclosures hosted on the website beyond period of five years.
VIGIL MECHANISM POLICY
Your Company has established a 'Whistle Blower Policy and Vigil Mechanism' forDirectors and employees to report to the appropriate authorities concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct policyand provides safeguards against victimization of employees who avail the mechanism andalso provide for direct access to the Chairman of the Audit Committee. The said policy hasbeen uploaded on the website of the Company.
RISK MANAGEMENT POLICY
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion.
Therefore in accordance with Regulation 17(9) the SEBI (LODR) Regulations 2015 theBoard members were informed about risk assessment and minimization procedures after whichthe Board formally adopted steps for framing implementing and monitoring the riskmanagement plan for the company.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative.
The common risks inter alia are: Regulations competition Business risk Technologyobsolescence Investments retention of talent and expansion of facilities. Business riskinter-alia further includes financial risk political risk fidelity risk legal risk.
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) THE CURRENT COMPOSITION OF BOARD OF DIRECTORS AS ON DATE IS AS FOLLOWS :
|SI. No. Name of the Director ||Designation |
| || |
|1. Ms. Meera mishra ||Managing Director |
|2. Ms. RenuJindal ||Executive Director |
|3. Ms. Seema Khandelwal ||Executive Director |
|4. Mr. Pawan Kumar Poddar ||Non-executive Director |
|5. Mr. Uttam Kumar sSrivastava ||Non-executive Director |
|6. Mr. Satendrapratap Jaeswal ||Non-executive Director |
During the year under review Ms. Shipra Kamra (Company Secretary) has resigned fromthe services of the Company effective from November 13 2015 and in her place Ms. NancyGulati was appointed as Company Secretary of the Company with effect from November 132015 who has resigned from the services of the Company effective from May 27 2016.
Ms. Swati Khanna CFO of the Company resigned with effect from December 11 2015. TheBoard placed on its records its appreciation for the valuable contribution provided by Ms.Shipra Kamra Ms. Nancy Gulati & Ms. Swati Khanna.
(C) RETIRE BY ROTATION
In accordance with the Articles of Association of the Company and Section 152 and otherapplicable provisions of Companies Act 2013 Ms. Renu Jindal (DIN:01843439) Director isretiring by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends her re-appointment.
Pursuant to the provisions of Section 203 of Companies Act 2013 and rules madethereunder Mr. Ajeet Agarwal has been designated as Chief Financial Officer of theCompany w.e.f 11.05.2016.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
INTERNAL CONTROL SYSTEM
The Company's internal control systems are audited by Mrs. Veena Internal Auditor. TheInternal Auditor independently evaluates the adequacy of internal controls and reviewsmajor transactions. The Internal Auditor reports directly to the Audit Committee to ensurecomplete independence.
Your Company did not accept any deposits from public in terms of the provisions ofSection 73 of the Companies act 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the requirements of Listing Regulations. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationshipsdisclosed the following Non-Executive Directors are Independent in terms of Section149(6) of the Companies Act 2013 and the requirements of Listing Regulations :-
1. Mr. Uttam Kumar Srivastava (DIN: 03372917)
2. Mr. Pawan Kumar Poddar (DIN :02152971)
3. Mr. Satendrapratap Jaeswal (DIN: 06864542)
The term of office of S.K. Singla & Associates Chartered Accountants (Reg No.005903N) as Statutory Auditors of the Company will expire with the conclusion offorthcoming Annual General Meeting of the Company. In terms of the provisions of Section139 of the Companies Act 2013 M/s M.M. Goyal & Co. Chartered Accountants (FirmRegistration No. 007198N) were appointed as the Statutory Auditors of the Company by theshareholders in the 32nd Annual General Meeting for a period of five years i.e. up to 37thAnnual General Meeting of the Company. The said appointment is subject to ratification bythe members at every Annual General Meeting. The Board has recommended the appointment ofM/s S.K. Singla & and Associates Chartered Accountants subject to the approval byshareholders at the forthcoming annual general meeting.
The Company has received a letter from M/s M.M. Goyal & Co. confirming theireligibility under section 141 of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder Mr. Prashanth Kumar Gupta Company Secretary in Practice of M/s. KPG &Associates has been appointed to conduct a secretarial audit of the Company's Secretarialand related records for the year ended 31 March 2016. The Practicing Company Secretaryhas submitted her Report on the secretarial audit conducted by her which is annexed tothis Board's Report.
BOARD'S RESPONSES TO OBSERVATIONS IN SECRETARIAL AUDIT REPORT
The Secretarial Auditors (Auditors) have submitted their report in form No. MR3 andqualified their opinion/observations in respect of the secretarial Audit conducted for thefinancial year 2015- 16 as under and the Board's responses on observation as follows:
1. As mentioned in our report for the financial year ended on March 31 2016 Thecompany is carrying on NBFC activities pursuant to the Order of the Hon'ble High Court ofDelhi dated 04/04/2011 according to which M/s Euphoria Capital Private Limited (holdingCertificate of Registration u/s 45-1A of RBI Act 1934) was amalgamated with M/s DeltaLeasing and Finance Limited wherein the order stated that the Certificate of Registrationu/s 45-1A of RBI Act 1934 of M/s Euphoria Capital Private Limited be transferred in thename of the Company. Board's Response: the Company had applied for the applicationwith RBI for seeking Registration in the name of "Delta Leasing & FinanceLtd" in pursuant to Hon'ble High Court order.
2. The Company has not fully complied with the Compliances as applicable to NBFCCompanies. Board's Response: Few of Compliances of RBI require online registration.As the matter is still pending the company is not able to comply with all the complianceas per NBFC regulation. The Management is committed in getting the matter to resolveearliest. The Management has taken on record all the qualification of the auditor. TheCompany will due care of all the compliances so that such non compliance not repeated innear future.
PERFORMANCE EVALUATION OF THE DIRECTORS
The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of the individual Directors and the Board.
The framework of performance evaluation of the Independent Directors captures thefollowing points:
A) Key attributes of the Independent Directors that justify his / her extension /continuation on the Board of the Company;
B) Participation of the Directors in the Board proceedings and his / her effectiveness;
The evaluation was carried out by means of the replies given / observations made by allthe Independent Directors on the set of questions developed by them which brought out thekey attributes of the Directors quality of interactions among them and its effectiveness.
INTERNAL FINANCIAL CONTROL
The Company has a comprehensive internal control system in place for ensuringreliability of financial reporting orderly and efficient conduct of business compliancewith policies procedures safeguarding of assets and economical and efficient use ofresources. Appropriate review and control mechanisms are built in place to ensure thatsuch control systems are adequate and are operating effectively.
A Report on Corporate Governance as required under Listing Regulations forms part ofthe Annual Report.
The report on Corporate Governance together with the Auditor's Certificate regardingthe Compliance of conditions of Corporate Governance as stipulated in Schedule V of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 is annexed with theAnnual Report.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been forming the part of the Reportand is annexed as "Annexure - B" to this Report.
Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are available at the Registered Office of the Companyduring working hours before 21 days of the Annual General Meeting and shall be madeavailable to any shareholder on request.
There are no employees employed throughout the financial year and in receipt ofremuneration of Rs. 60 lacs or more or employed for part of the year and in receipt ofRs. 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has been employing about 04 women employees in the Company. Thereforeaccording to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 Internal Complaint Committee is not applicable to the Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Part B of Schedule V of SEBI (LODR) Regulations 2015 withthe Stock Exchanges forming the part of the Annual Report provides a more detailedreview of the operating performance.
There are no qualifications reservations or adverse remarks made by Statutory Auditorin their report for the Financial Year ended March 31 2016. The Statutory Auditors havenot reported any incident of fraud to the Audit Committee of the Company in the year underreview.
The equity shares of the Company are listed on BSE Ltd to which your Company has paidthe Listing Fees.
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report is applicable to top 500 Companies listed on StockExchange in India hence it is not applicable to our Company
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
that in the preparation of the annual financial statements for the year endedMarch 31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profits of the Company for that period;
they 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; and
that the annual financial statements have been prepared on a going concernbasis;
The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
The directors have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operativeeffective.
APPRECIATIONS & ACKNOWLEDGMENTS
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain as industry leaders.
The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers redistribution stockists retailersbusiness partners and others associated with the Company as its trading partners. YourCompany looks upon them as partners in its progress and has shared with them the rewardsof growth. It will be the Company's endeavour to build and nurture strong links with thetrade based on mutuality of benefits respect for and co-operation with each otherconsistent with consumer interests.
The Directors also take this opportunity to thank all Investors Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.
| ||For and on behalf of the Board of Directors |
| ||For DELTA LEASING & FINANCE LIMITED |
|Place: Delhi ||Sd/- ||Sd/- |
|Date: 01.09.2016 ||(MEERA MISHRA) ||(RENU JINDAL) |
| ||Managing Director ||Director |
| ||DIN : 00007279 ||DIN : 01843439 |