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Devki Leasing & Finance Ltd.

BSE: 530765 Sector: Financials
NSE: N.A. ISIN Code: INE510B01018
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OPEN 1.38
CLOSE 1.45
VOLUME 1000
52-Week high 2.39
52-Week low 1.37
P/E
Mkt Cap.(Rs cr) 0
Buy Price 1.38
Buy Qty 250.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Members of

Devki Leasing & Finance Limited Indore - 452010

Your directors are pleased to present the 24th Annual Report together withthe Audited financial Statement for the year ended 31st March 2016.

1. STATE OF AFFAIRS FINANCIAL PERFORMANCE AND FUTURE OUTLOOK.

1. 1 FINANCIAL HIGHLIGHTS AND SUMMARY
(Amount in Lacs)
Particulars As on 31.03.2016 As on 31.03.2015
Total Income 5.30 19.27
Less : Total Expenditures 14.89 40.43
Profit before Interest Tax & Depreciation -9.59 -21.16
Less : Financial Charges - -
Less : Depreciation 0.45 2.88
Profit before tax -10.04 -24.04
Less: Provision for tax-
Current Tax - -
Deferred Tax -0.27 -1.10
Profit/(Loss) after tax -9.76 -22.94

During the year under review the company has earned the revenue of Rs. 5.30 Lacs incomparison to previous year’s total income of Rs. 19.27 Lacs. In the financial year2015-16 the company has not done any principal business activity hence the profit fromoperations of sale purchase of shares has not been earned and company suffer a net loss ofRs 9.76 Lacs in comparison to previous year’s net loss of Rs. 22.94. The overallexpense of the Company has also decreased from Rs. 40.43 Lacs to Rs. 14.89 Lacs. Yourdirectors are taking various initiatives for overall better performance of the company.

1.2 COMPANY’S PERFORMANCE & FUTURE OUTLOOK

The Non Banking financial Companies (NBFC) sector is still struggling for its growth inIndia. During the year under review the company is continued to experience sluggish growthand hence revenue growth during this year is also decreased. Further due to regularchanges in the Monetary Policy by the Reserve Bank of India through the Base Rate thebusiness of Leasing and Finance has been adversely affected and especially 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 large number of small and medium sized NBFCs. Your Directors are continuouslystriving hard for generate revenue in their field for better operational and financialperformance in the better interest of all the stakeholders of the Company.

1.3 Change in nature of Business

Company is engaged in NBFC activities only and during the year there was no change inbusiness activity of the company.

1.4 Changes in Share Capital

During the Financial Year 2015-16 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 2016. During the year under review the companyhas not issued shares with differential voting rights nor has granted any stock option orsweat equity shares.

1.5 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 2016.

3. DIVIDEND

Your directors do not recommend any dividend due to losses in current financial year.

4. DEPOSITS

The company being an NBFC the provisions of Section 73(1) of the Companies Act 2013and Companies (Acceptance of Deposits) Rules 2014 are not applicable to the company. Asthe Company is a RBI registered Non- Deposit Accepting NBFC it has not accepted anyPublic Deposits during the year under review in compliance with RBI Guidelines.

5. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There are no material changes and commitments affecting financial position of thecompany which have occurred between the end of the financial year of the company and dateof the 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 2016 forms part of thisreport as Annexure I.

8. NUMBER OF MEETINGS OF THE BOARD

During the year under review the Board meets four times viz. May 30 2015 August 102015 October 30 2015 and February 13 2016. The details of the Board meetings and theattendance of Directors are provided in the Corporate Governance Report.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) of the Companies Act 2013 Your Directors state 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 ofthe 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. DECLARATION BY INDEPENDENT DIRECTORS

11.1 Declaration by independent directors

Mr. Manoj Kumar Singh Mr. Kamlesh Kasliwal are the Independent Directors on the Boardof the Company as on March 31 2016. Both the Independent Directors have given theirrespective declarations under Section149 (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.

11.2 Meetings of Independent Directors

During the year under review a separate meeting of Independent Directors was held onMarch 31 2016 interalia to discuss: evaluation of the performance of Non-IndependentDirectors and Board of Directors as a whole; evaluation of the performance of the Chairmanof the Company taking into account the views of the Executive directors and non-executivedirectors; evaluation of the quality content and timelines of flow of information betweenthe management and the Board that is necessary for the Board to effectively andnecessarily perform its duties.

Both the Independent Directors were present at the said Meeting.

11.3 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 business model etc.

With a view to familiarizing the independent directors with the Company’soperations as required under regulation 25(7) of the SEBI Listing Regulations 2015 havebeen posted in the website of the Company under the web link–http://www.devkileasing.com/FamiliarisationProgrammeforIndependentDirectors.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 are referencedetailed in the report of Corporate Governance.

13. REMUNERATION POLICY

Information regarding Directors’ Remuneration Policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 are given in Annexure II forming part of thisreport.

14. AUDITORS 14.1 Statutory Auditor

At the Annual General Meeting held on 30th September 2014 M/s A.B. Doshi & CoChartered Accountants (ICAI Firm Registration No. 001577C) were appointed as statutoryauditors of the Company to hold office till the conclusion of the Annual General Meetingto be held in the calendar year 2017. In terms of the first proviso to section 139 of theCompanies Act 2013 the appointment of the auditors shall be placed for ratification atevery Annual General Meeting. Accordingly the appointment of M/s A.B. Doshi & Co. asstatutory auditors of the Company is placed for ratification by the shareholders. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of section 141 of theCompanies Act 2013

Explanation to Auditor’s Remark

The Auditors’ Report read with relevant notes are self explanatory except noteno. 24 (b) and note no. 24 (c) of the notes to accounts read with last Para of theAuditors Report.

Note no. 24 (b) specifically relates to retirement benefits as the Company has notprovide gratuity privilege leave and other retirement benefits as the company follows thepractice 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.

14.2 Secretarial Auditor

The Board has appointed Ms. Shraddha Jain Practicing Company Secretary to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report for thefinancial year ended March 31 2016 is annexed herewith marked as Annexure III tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.

The Board in its meeting held on 01.08.2016 has appointed Ms. Shraddha Jain PracticingCompany Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit forthe financial year 2016-17.

14.3 Cost Record and Cost Audit

Your company does not falls within the provisions of Section 148 of Company’s Act2013 read with the Companies (Cost records & Audit) Rules 2014 therefore no suchrecords required to be maintained.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company is a NBFC Loan company covered under section 186 (11) (a) hence detailsregarding Loans made guarantees given or security provided are not applicable to theCompany.

Further as regards investments made by the Company the details of the same areprovided under Note 10 forming part of the annual accounts of the Company for the yearended March 31 2016.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In accordance with the provisions of Section 188 of the Companies Act 2013 and rulesmade thereunder the transactions entered into with related parties are in the ordinarycourse of business and on an arm’s length pricing basis the details of which areincluded in the notes forming part of the financial statements. There are no materialcontracts or arrangement or transactions during the year. Accordingly information in FormAOC-2 is not annexed. The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on theCompany’s website at www.devkileasing.com

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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) TechnologyAbsorption :

(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.

18. 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. Risks were discussed at the meetings of theAudit Committee and the Board of Directors of the Company.

19. CORPORATE SOCIAL RESPONSIBILITY

Your company does not meet the requirements of Section 135 of Companies Act 2013 forestablishing Corporate Social responsibility (CSR) committee; therefore no such committeewas established by the Board.

20. 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 manner in which the evaluationhas been carried out is explained in the Corporate Governance report.

21. DIRECTOR AND KEY MANAGERIAL PERSONNEL

Mrs. Sarita Bindal (DIN: 02194558) Director of the Company liable to retire byrotation at the forthcoming Annual General Meeting and being eligible offers herself forre-appointment.

During the year under review there has been no change in the composition of the KeyManagerial 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.

22. RBI REGULATIONS AND COMPLIANCE

Your Company continues to carry on its business of Non-Banking Finance Company as aNon-Deposit taking Company. The Company has complied with and continues to comply with allthe applicable regulations and directions of the RBI.

23. 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.

24. CODE OF CONDUCT

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.

25. 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.

26. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has comprehensive and internal financial controls system for all majorprocesses including financial statements to ensure reliability of reporting. The systemalso helps management to have timely data on various operational parameters for effectivereview. It also ensures proper safeguarding of assets across the Company and itseconomical use. The internal financial controls system of the Company is commensurate withthe size scale and complexity of its operations. The system and controls are periodicallyreviewed and modified based on the requirement.

The internal audit is entrusted to Mr. Muralidharan Pillai CFO of the Company. The mainthrust of internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry. Based on theaudit observations & suggestions follow up & remedial measures are being taken ona regular basis.

27. 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.

28. 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.

The Whistle Blower Policy has been disclosed on the Company’s atwww.devkileasing.com and circulated to all the Directors and employees.

29. 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.

30. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

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 thisBoards’ Report.

31. PARTICULARS OF EMPLOYEES ETC.

The Company is presently working with four Directors one CFO and one CS. There are noother employees in the company Accordingly information required to be given pursuant toprovisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 isenclosed as Annexure V and forms the part of this Boards’ Report.

32. 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.

33. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company does not have issued shares under employee’s stock options schemepursuant to provisions of Section Rule 12(9) of Companies (Share Capital and DebentureRules 2014).

34. 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.

35. 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’scertificate confirming compliance of the Corporate Governance as stipulated under the saidRegulations is also attached to this Report.

36. 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.

37. LISTING AT STOCK EXCHANGE

The Equity shares of the Company are listed with BSE Limited Mumbai and Madhya PradeshStock Exchange Limited Indore.

However Madhya Pradesh Stock Exchange Limited (MPSE) was de- recognized by SEBI videits exit order no. PR No. 154/2015 dated June 9 2015.

At present the Equity shares of the company are listed with the BSE Limited and thelisting fee for the year 2016-17 has been duly paid.

38. DEPOSITORY SYSTEM

Your Company’s shares are tradable compulsorily in electronic form and yourCompany has connectivity with both the Depositaries i.e. National Securities DepositoryLimited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of thenumerous advantage offered by the Depository System members are requested to avail of thefacility of Dematerialization of the Company’s shares on either of the Depositoriesmentioned as aforesaid.

39. 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 soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.

40. 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 2015-16 no grievance / complaint from any womenemployee was reported.

41. INDUSTRIAL RELATIONS:

Company’s Industrial relations continued to be healthy cordial and harmoniousduring the period under review.

42. ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to all the Government and SemiGovernment Departments and Company’s Bankers for the assistance and co-operation andencouragement they extended to the Company. Your Directors also wish to place on recordtheir sincere thanks and appreciation for the continuing support and unstinting efforts ofCustomer Vendors Employees and all other Stakeholders in ensuring an excellent all aroundoperational performance.

For and on behalf of the Board of Directors

DEVKI LEASING & FINANCE LIMITED

PLACE: Indore

DATE: 01.08.2016

SUDHIR BINDAL

CHAIRMAN OF THE MEETING

(DIN: 00108548)

Registered Office:

"Velocity" 18-A Scheme No 94 C

Ring Road Indore (M.P.) 452010