You are here » Home » Companies » Company Overview » Devki Leasing & Finance Ltd

Devki Leasing & Finance Ltd.

BSE: 530765 Sector: Financials
NSE: N.A. ISIN Code: INE510B01018
BSE LIVE 12:10 | 22 Nov 1.32 -0.06
(-4.35%)
OPEN

1.32

HIGH

1.32

LOW

1.32

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1.32
PREVIOUS CLOSE 1.38
VOLUME 800
52-Week high 2.39
52-Week low 1.32
P/E
Mkt Cap.(Rs cr) 0
Buy Price 1.32
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.32
CLOSE 1.38
VOLUME 800
52-Week high 2.39
52-Week low 1.32
P/E
Mkt Cap.(Rs cr) 0
Buy Price 1.32
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00

Devki Leasing & Finance Ltd. (DEVKILEASING) - Director Report

Company director report

To

The Members of

Devki Leasing and Finance Limited

Indore - 452010

Your Directors are pleased to present the 25th Annual Report on the businessand operations of the company together with the Audited Financial Statement for the yearended 31st March 2017.

1. STATE OF AFFAIRS. FINANCIAL PERFORMANCE AND FUTURE OUTLOOK :

a. FINANCIAL HIGHLIGHTS AND SUMMARY OF AUDITED FINANCIAL STATEMENTS (Amount in Rs.)

Particulars As on 31.03.2017 As on 31.03.2016
Total Income 323037.64 530899.76
Less : Total Expenditures (Excluding Interest) 1762240.35 1489171.97
Depreciation and tax
Profit before Interest Tax & Depreciation -1439202.71 -958272.21
Less : Financial Charges Nil Nil
Less : Depreciation 45004.00 45004.00
Profit before tax -1484206.71 -1003276.21
Less:
Current Tax Nil Nil
Deferred Tax 21486.00 -27124.35
Profit/(Loss) after tax -1505692.71 -976151.86

During the year under review the company has generated total income of Rs. 323037.64 incomparison to previous year's total income of Rs. 530899.76 registering a decrease of39.15%. The overall expense of the Company has also increased from Rs. 1534175.97 to Rs.1807244.35. The Company has earned loss after tax of Rs. 1505692.71 as compared to Lossafter tax of Rs. 976151.86 in previous Financial Year. During the Financial Year Companyhas done limited business operation therefore the revenue of Company is decreased and thebottom line of the Company remained negative and the Company has incurred losses.

b) OPERATIONS & FUTURE OUTLOOK

During the Financial Year Company has not done much business activity due to lack offinancial resource which resulted in to the week financial performance. Small NBFCCompanies are not able to sustain in this competitive world where large amount of Capitalis required. Fund raising has increasingly become difficult and challenging speciallyfor the small and medium sized NBFCs.

On first day of the ensuing Financial Year of 2017-18 the Company did not re-attainthe prescribed mandatory NOF of Rs. 20000000/- to continue its existing non-banking andfinancial activities business on and from 1st April 2017 however The Board is lookingfor the best available opportunities in the interest of the stakeholders.

c) Change in nature of Business

During the year there was no change in business activity of the company.

d) Changes in Share Capital

During the Financial Year 2016-17 there was no change in capital structure of thecompany. The issued & subscribed equity capital was Rs. 350.96 Lacs and paid up equitycapital was Rs.345.18 Lacs as on March 31 2017. During the year under review the companyhas not issued shares with differential voting rights nor has granted any stock option orsweat equity shares. As on 31st March 2017 none of the Directors of the company holdinstruments convertible into equity shares of the Company.

e) Revision of annual financial statement

There was no such case of revision in financial statement during the year.

2. TRANSFER TO RESERVES:

The Company has not transferred any sum to Reserve for the Financial Year ended on 31stMarch 2017 due to losses in the current Financial Year.

3. DIVIDEND

Your directors do not recommend any dividend due to losses in current Financial Year.

4. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014. As theCompany is a RBI registered Non- Deposit Accepting NBFC it has not accepted any PublicDeposits during the year under review in compliance with RBI Guidelines. The Company hasnot accepted any deposits from Directors of the Company.

5. MATERIAL CHANGES AND COMMITMENTS

Apropos to the requirements of the RBI Notification No.DNBR.007/ CGM (CDS) -2015 datedMarch 27 2015 and as already reported in the immediately preceding Directors Report ofyour company and further in view of it being potential material development in the affairsof your company immediately on the expiry of current financial year your directorshereby report that on the first day of the ensuing financial year of 2017-18 yourcompany did not re-attain the prescribed mandatory benchmark of Rs. 20000000/- for NOFfor your company to continue the existing nonbanking and financial activities business byyour company. There are no other changes to be referred as material in the affairs ofyour Company related to Financial Year in reference in this report.

6. SUBSIDIARY COMPANY ASSOCIATE COMPANIES OR JOINT VENTURE:

The Company does not have any subsidiary company or associate company or any jointventure or Holding company.

7. EXTRACTS OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31 2017 forms part of thisreport as Annexure I.

8. NUMBER OF MEETINGS OF THE BOARD ITS COMMIITTEES & AGM

The details of the number of meetings of the Board and its committee held during theFinancial Year 2016-17 forms part of the Corporate Governance Report. Further AnnualGeneral Meeting of the Company for Financial Year was held on 8th September 2016.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a. In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to 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

at the end of the financial year and of the profit for the year ended on that period;

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 frauds and otherirregularities.

d . The Directors have prepared the annual accounts 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 were operatingeffectively.

f. The Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

10. REPORTING OF FRAUD BY STATUTORY AUDITORS

There was no fraud in the Company; hence no reporting was made by statutory auditors ofthe Company under subsection (12) of section 143 of Companies Act 2013.

11. INDEPENDENT DIRECTORS

a) Declaration by independent directors

Mr. Manoj Kumar Singh and Mr. Kamlesh Kasliwal are the Independent Directors on theBoard of the Company as on March 31 2017. Both the Independent Directors have given theirrespective declarations under Section 149 (6) and (7) of the Companies Act 2013 and theRules made thereunder. In the opinion of the Board the Independent Directors fulfill theconditions relating to their status as Independent Directors as specified in Section 149of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.

b) Meetings of Independent Directors

During the year under review a separate meeting of Independent Directors was held on10th February 2017 to:

• review the performance of non-independent directors and the board of directorsas a whole;

• assess the quality quantity and timeliness of flow of information between themanagement and the board of directors that is necessary for the board of directors toeffectively and reasonably perform their duties.

Both the Independent Directors were present at the said Meeting.

c) Familiarization Programme for Independent directors

The objective of a familiarization programme is to ensure that the non-executivedirectors are updated on the business environment and overall operations of the Company.This enables the non-executive directors to make better informed decisions in the interestof the Company and its stakeholders.

In compliance with the requirements of SEBI Regulations the Company has put in place afamiliarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates etc.

With a view to familiarize the independent directors with the Company's operations asrequired under regulation 25(7) of the SEBI Listing Regulations 2015 the familiarizationprogramme has been posted on the website of the Company under the weblink-http://www.devkileasing.com/admin/fileread.php?fname=upload/Familiarisation%20Programme%20for%20Independent%20Directors.pdf

12. NOMINATION REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirement of Section 178 of the Companies Act 2013 and Regulation 19 andRegulation 20 of (Listing obligations and disclosure requirements) regulations 2015 theCompany has constituted Nomination and Remuneration Committee and StakeholdersRelationship Committee. The Composition of the above Committees their terms of referenceand attendance of the Directors at such Meetings of the relevant Committees detailed inthe report of Corporate Governance.

13. NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. The Nomination and Remuneration Policy of thecompany is annexed as Annexure-II and forms an integral part of this report.

14. AUDITORS

a) Statutory Auditor

A.B. DOSHI & CO. Chartered Accountants (ICAI Firm Registration No. 001577C) wereappointed as the Statutory Auditors of the Company at the Twenty Second Annual GeneralMeeting (AGM) of the Company held on 30th September 2014 for a term of 3 (three) years tohold office till the conclusion of this AGM.

Pursuant to the provisions of section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 A.B. Doshi & Co. Chartered AccountantsIndore (ICAI Firm Registration No. 001577C) complete their term as Auditors at theconclusion of the ensuing 25th Annual General Meeting ("AGM") of the Company.

The Board of Directors has based on the recommendation of the Audit Committeerecommend the appointment of Spark & Associates Chartered Accountants (ICAI FirmRegistration No.005313C) as the Statutory Auditors of the Company to hold office for 5(Five) Years from the conclusion of this Twenty Fifth Annual General Meeting till theconclusion of the Thirtieth Annual General Meeting to be held in the year 2022 (subject toratification of their appointment at every AGM) to conduct the Statutory Audit for theFinancial Year 2017-2018 to 20212022. In terms of the section 139 of the Companies Act2013 the approval of the Shareholders is requested by passing an Ordinary Resolution toappoint Spark & Associates Chartered Accountants as Statutory Auditors of theCompany.

Explanation to Auditor's Remark

The Auditors' Report read with relevant notes are self explanatory except note no. 24(b) and note no. 24 (c) of the notes on Financial Statement for the year ended on 31stMarch 2017.

Note no. 24 (b) specifically relates to retirement benefits as the Company has notprovided gratuity privilege leave and other retirement benefits as the company followsthe practice of accounting for the retirement benefits as and when paid. And note no. 24(c) relates to no provision for interest on the Secured Loan - the Company has not madeprovision for interest on the Secured Loan given by Dena Bank as the matter is inlitigation and the same shall be accounted on the settlement of case.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board in itsmeeting held on 14.08.2017 has appointed Ms. Shraddha Jain Practicing Company Secretaryas Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year2017-18.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed Ms. Shraddha Jain Practicing Company Secretary to conduct Secretarial Auditfor the Financial Year 2016-17. The Secretarial Audit Report for the financial year endedMarch 31 2017 is annexed herewith marked as Annexure III and forms an integral part ofthis Report.

Explanation to Secretarial Auditor's Remark

On first day of the ensuing Financial Year of 2017-18 the Company did not re-attainthe prescribed mandatory NOF of Rs. 20000000/- to continue its existing non-banking andfinancial activities business on and from 1st April 2017.

c) Cost Record and Cost Audit

Your company does not falls within the provisions of Section 148 of Company's Act 2013read with the Companies (Cost records & Audit) Rules 2014 therefore no such recordsrequired to be maintained.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company is a NBFC Loan company covered under section 186 (11) hence thedisclosure of full particulars of the loans made and guarantees given or securitiesprovided by Company in the ordinary course of its business and the purpose for which theloan or guarantee or security is proposed to be utilized by the recipient of the loan orguarantee or security are not applicable to the Company.

Further the details of loan given and investments made by the Company are given in theNotes 10 of the Notes to the financial statement.

16. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELETC.

The prescribed particulars of employees required under section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is enclosed as Annexure

IV and forms the part of this Boards' Report.

17. PARTICULARS OF EMPLOYEES ETC.

None of the employee of the company is drawing more than Rs.10200000/- per annum orRs.850000/- per month for the part of the year during the year under review. TheCompany is presently working with four Directors including Managing Director one CFO andone CS. There are no other employees in the company Accordingly information required tobe given pursuant to provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014 is enclosed as Annexure

V and forms the part of this Boards' Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business pursuant to the provisions of Section188 of the Companies Act 2013 and the Rules made there under. Further disclosure in formAOC-2 in terms of Section 134 of the Companies Act 2013 are not applicable.

The Details of the related party transactions are set out in Note 30 to the FinancialStatement forming part of this Annual Report.

All Related Party Transactions are placed before the Audit Committee and the Board forreview and omnibus approval was obtained for transactions with related parties.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3) (m) of section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under :

(A) Conservation of Energy

The steps taken or impact on conservation of energy:

(i) The operations of your Company are not energy intensive. However adequate measureshave been initiated to reduce energy consumption.

(ii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption :

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): Not Applicable.

(iv) Company has not incurred any expenditure on Research and Development during theyear under review.

(C) Further there was neither inflow nor outflow of foreign exchange during the year.

20. RISK MANAGEMENT

The Company recognizes that risk is an integral and unavoidable component of businessand is committed to managing the risk in a proactive and efficient manner. The Company aspart of business strategy has in place a mechanism to identify assess monitor risks andmitigate various risks with timely action.

21. CORPORATE SOCIAL RESPONSIBILITY

Your company does not fall within the requirements of Section 135 of Companies Act2013 for establishing Corporate Social responsibility (CSR) committee; therefore no suchcommittee was established by the Board.

22. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions section 134 of Companies Act 2013 and Regulation 25(4)(a) ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Board ofDirectors has carried out an annual performance evaluation of its own performance theDirectors individually including Independent Directors.

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the CompaniesAct 2013 and the corporate governance requirements as prescribed by the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 CSEBI Listing Regulations').

The performance of the individual Director committees and board was evaluated byNomination and remuneration Committee and the board after seeking inputs from all thedirectors on the basis of criteria of performance evaluation fixed by Nomination andremuneration Committee. Performance evaluation of independent Directors was done by theentire board excluding the independent director being evaluated.

In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors.

23. DIRECTOR AND KEY MANAGERIAL PERSONNEL

Mr. Sudhir Bindal (DIN: 00108548) Director of the Company liable to retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting.

The tenure of Mr. Sudhir Bindal as Managing Director of the Company is to be expired on30th September 2017. Thus upon the recommendation of the Nomination and RemunerationCommittee the Board of directors at their meeting held on 14th August 2017 hasre-appointed Mr. Sudhir Bindal as Managing Director of the Company for a further period of3 (three) years commencing from 1st October 2017 to 30th September 2020. There-appointment of Mr. Sudhir Bindal as the Managing Director shall also be placed beforethe Members for their approval.

Ms. Monika Rizwani Company Secretary of the Company has resigned from the position ofCompany Secretary with effect from February 10 2017.

Mr. Satyanarayan Patidar appointed as Company Secretary of the Company with effect fromFebruary 10 2017.

Mr. Muralidharan Pillai is CFO of the Company.

During the year under review there has been no other change in the composition of theDirectors and Key Managerial Personnel of the Company.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant toSection 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified for holding office as director.

24. RBI REGULATIONS AND COMPLIANCE

Your Company is Non-Banking Finance Company registered with RBI as a Non-Deposit takingCompany. The Company has complied with and continues to comply with all the applicableregulations and directions of the RBI and further company is not having non-performingassets as on 31st March 2017

However as per Notification No. DNBR.007/ CGM (CDS) -2015 dated March 27 2015 ofReserve Bank of India- A NonBanking Financial Company holding a certificate ofregistration issued by the Reserve Bank of India and having net owned fund of less thantwo hundred lakhs of rupees may continue to carry on the business of Non-BankingFinancial Institution if such Company achieves net owned fund of - Rupees two hundredlakhs before April 1 2017. On first day of the ensuing Financial Year of 2017-18 theCompany did not re-attain the prescribed mandatory NOF of Rs. 20000000/- to continueits existing non-banking and financial activities business on and from 1st April 2017.

25. KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by the Board of Directorsin accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI(Reserve Bank of India) guidelines. Company also adheres to the compliance requirement interms of the said policy including the monitoring and reporting of cash and suspicioustransactions. There were no suspicious transactions noticed during the period.

26. FAIR PRACTICE CODE

Your company has in place a fair practice code (FPC) as per RBI Regulations whichincludes guidelines from appropriate staff conduct when dealing with the- customers and onthe organizations policies vis-a-vis client protection. Your Company duly complied withthe provisions of FPC.

27. CODE OFCONDUCT

The Company has laid down a code of conduct for all Board members and Senior Managementand independent directors of the Company. All the Board members including IndependentDirectors and Senior Management Personnel have affirmed compliance with the code ofconduct. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts whichwould impact the future operations / going concern status of the Company.

29. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has internal financial controls system for all major processes includingfinancial statements to ensure reliability of reporting. The system also helps managementto have timely data on various operational parameters for effective review. It alsoensures proper safeguarding of assets across the Company and its economical use. Theinternal financial controls system of the Company is commensurate with the size scale andcomplexity of its operations. The system and controls are periodically reviewed andmodified based on the requirement.

The internal audit is entrusted to Mr. Muralidharan Pillai CFO of the Company. Themain thrust of internal audit is to test and review controls appraisal of risks andbusiness processes besides benchmarking controls with best practices in the industry.Based on the audit observations & suggestions follow up & remedial measures arebeing taken on a regular basis. The audit committee of the board of directors activelyreviews the adequacy and effectiveness of the internal control systems.

30. MD/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations the Managing Directorand Chief Financial Officer of the Company have certified to the Board regarding theFinancial Statements for the year ended 31st March 2017.

31. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:

Your Company has adopted the code as per SEBI (Prohibition of Insider Trading)Regulations 2015 which has been effective from 15th May 2015. The Details of the saidcode is available on website of the Company i.e www.devkileasing.com

32. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Manoj Kumar Singh Chairman; Mr. Kamlesh Kasliwaland Mrs. Sarita Bindal as members. All the recommendations made by the Audit Committeewere accepted by the Board. The details of meeting of Audit Committee held during theyear its composition terms of reference are given in the Report on Corporate Governance.

33. VIGIL MECHANISM /WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism /Whistle Blower Policy to enableDirectors and employees of the Company to report unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct. The Policy provides adequatesafeguards against victimization of Directors/ employees and direct access to the Chairmanof the Audit Committee in exceptional cases. No Person has been denied access to the AuditCommittee.

The Whistle Blower Policy has been disclosed on the Company's at weblink:-http://www.devkileasing.com/admin/ fileread.php?fname=upload/Vigil_mechanism.pdf

34. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY:

The Company does not have any holding/ subsidiary company. Hence provisions of section197 (14) of Companies Act 2013 are not applicable to the Company.

35. VOTING RIGHTS OF EMPLOYEES:

During the year under review the company has not given loan to any employee forpurchase of its own shares as per section 67 (3) (c) of Companies Act 2013. Therefore thecompany not required to made disclosure as per rule 6 (4) of Companies (Share Capital andDebentures) Rules 2014.

36. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company does not have issued shares under employee's stock options scheme pursuantto provisions of Section 62 read with Rule 12(9) of Companies (Share Capital andDebenture) Rules 2014.

37. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company does not have issued sweat equity shares pursuant to provisions of Section54 read with Rule 8 of Companies (Share Capital and Debenture Rules 2014) during theFinancial Year.

38. CORPORATE GOVERNANCE REPORT

Your Company and its Board has been complying with Corporate Governance practices asset out in a separate report in pursuance of requirement of para C of Schedule V SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as Annexure VI.Auditor's certificate confirming compliance of the Corporate Governance as stipulatedunder the said Regulations is also attached to this Report.

39. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis statement in pursuance of requirement of Para B ofSchedule V (Listing Obligations and Disclosure Requirements) Regulations 2015 areattached to this Report as Annexure VII.

40. LISTING AT STOCK EXCHANGE

At present the Equity shares of the company are listed with the BSE Limited Mumbai andthe listing fee for the year 2017-18 has been duly paid.

41. DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). In view of the numerous advantageoffered by the Depository System members are requested to avail of the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid. The Company has paid the annual custodian fee to the respective depositories.

42. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 31 2017.

43. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy required conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

It may be noted that during the year 2016-17 no grievance / complaint from any womenemployee was reported.

45. INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.

46. ACKNOWLEDGEMENTS

On the occasion of the Silver Jubilee Year Your Directors place on record theirspecial gratitude to all the Government and Semi Government Departments and Company'sBankers for the assistance and co-operation and encouragement they extended to theCompany. Your Directors also wish to place on record their sincere thanks and appreciationfor the continuing support and unstinting efforts of investors stakeholders Reserve Bankof India Banks and other regulatory authorities.

For and on behalf of the Board of Directors

DEVKI LEASING AND FINANCE LIMITED

PLACE: Indore
DATE: 14.08.2017
SARITA BINDAL SUDHIR BINDAL
DIRECTOR MANAGING DIRECTOR
(DIN: 02194558) (DIN: 00108548)
Registered Office:
"Velocity" 18-A Scheme No 94 C
Ring Road Indore (M.P.) 452010