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Helpage Finlease Ltd.

BSE: 539174 Sector: Financials
NSE: N.A. ISIN Code: INE738P01015
BSE 09:44 | 13 Dec Helpage Finlease Ltd
NSE 05:30 | 01 Jan Helpage Finlease Ltd
OPEN 12.50
52-Week high 12.50
52-Week low 0.00
Mkt Cap.(Rs cr) 4
Buy Price 12.50
Buy Qty 1100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.50
CLOSE 10.00
52-Week high 12.50
52-Week low 0.00
Mkt Cap.(Rs cr) 4
Buy Price 12.50
Buy Qty 1100.00
Sell Price 0.00
Sell Qty 0.00

Helpage Finlease Ltd. (HELPAGEFINLEASE) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 34th Annual Report andAudited Annual Financial Statements for the year ended 31st March 2016.

Financial Results

(In Rs.)

Particulars 2015-2016 2014-2015
Income 2100167.00 1896698.00
Less: Total Expenditure 1545535.00 1323051.00
Net Profit/(Loss) before Tax & Depreciation (PBDT) 554632.00 573647.00
Less: Depreciation 126955.00 80034.00
Net Profit/(Loss) after Depreciation before Tax (PBT) 427677.00 493613.00
Less: Provision for Income Tax-Current 132152.00 152526.00
Profit after Tax 295525.00 341087.00
Statutory Reserves - -

Financial Perspective Of The Year

Revenue from operation for the year ended March 31 2016 was Rs. 2100167/- ascompared to the revenue for the previous year was Rs. 1896698/-. During the year theCompany earned a profit of Rs. 295525.


During the year under review the profit has been deployed back to the Reserves andaccordingly the Board does not propose and declare any dividend for the year under review.

Transfer to General Reserve

The Company propose to transfer INR 295525/- (Rupees Two Lacs Ninety FiveThousand Five Hundred Twenty Five) to the general reserve out of the amount available forappropriation.

Share Capital

The Paid up Share Capital on 31st March 2016 was Rs. 3 21 75000. TheCompany has neither issued shares with differential rights as to dividend voting orotherwise nor issued shares (including sweat equity shares) to the employees or Directorsof the Company under any scheme.

Listing of Shares

Your Company’s shares are listed and are being traded on the BSE Limited. TheListing Fees for the financial year 2015-16 has been paid.

Subsidiaries Joint Venture or Associate Companies

S.No Name of the Company Percentage of Shareholding Type
1. G2 Consultants Private Limited 24.86 Associate Company
2. Candid Wealth Management Private Limited 20.20 Associate Company

Directors & Key Managerial Personnel

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder.

1. Mr. Sidharth Goyal Managing Director

2. Mr. Sidharth Goyal Chief Financial Officer

3. Mr. Isha Malik Company Secretary & Compliance Officer

None of the Key Managerial Personnel have resigned during the year under review.

Retirement by rotation

In terms of Section 152 of the Companies Act 2013 Ms. Ananyaa Pandey (DIN: 06966851)Director of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible offer themselves for re-appointment.

Statement on declaration given by Independent Directors

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

Evaluation of Board Committees and Individual Directors

Pursuant to Regulation 25 (3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a meeting of the Independent Directors of the Company washeld on 17th March 2016 wherein the performance of the non- independentdirectors was evaluated.

The criteria and manner for performance evaluation is as per the Nomination andRemuneration Policy as annexed to this Report.

Board meetings

The Board met four (4) times during the financial year 2015-2016 the details of whichare given in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Agreement.

Remuneration Policy

The Company has in place a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Section 178 of theCompanies Act 2013 and Regulation 19(4) & Schedule II Part D (A) of SEBI (ListingObligations and Disclosure Requirements) 2015.

Change in the nature of business if any

During the year under review there was no Change in the nature of the business of theCompany.

Fixed Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

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.

Orders passed by the regulators or courts or tribunals if any

No significant and or material order(s) had been passed by the regulators or courts ortribunals against the Company during the financial year 2015-16 which may adverselyimpact the going concern status and operations of the Company in future.

Extract of the annual return

In compliance with the provisions of Section 92 (3) Section 134 (3) (a) and Rule 12 ofthe Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn have been annexed with this Board’s Report in Form- MGT-9 as "Annexure-II".

Related Party Transaction

No related party transactions were entered during the financial year. There were nomaterially significant related party transactions with the Company's Promoters DirectorsManagement or their relatives which could have had a potential conflict with theinterests of the Company. Form AOC-2 is enclosed as "Annexure IV".

Particulars Of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975.

The Ratio of Remuneration of each Director Chief Financial Officer Company Secretaryof the Company for the FY-2015-2016 is annexed at "Annexure-III".

Corporate Social Responsibility

Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Corporate Governance ReportAuditors’ Certificate regarding compliance with conditions of Corporate Governanceare made a part of this Annual Report.

In compliance with the above regulation the Managing Director’s declarationconfirming compliance with the Code of Conduct has been made part of this report.

Statutory Auditors & Auditor’s Report

M/S K R A & Co. Chartered Accountants (Registration No. FRN 020266N) Delhiholds office as Statutory Auditors until the conclusion of the ensuing Annual GeneralMeeting and has confirmed their eligibility and willingness to accept office ifre-appointed.

The report of the Statutory Auditors’ on Annual Financial Accounts / Statementsalong with schedules and notes to accounts thereto for the year ended on 31stMarch 2016 are self explanatory and do not call for any comments.

Internal Auditors

M/S SNAP & Co. Chartered Accountant performs the duties of internal auditorsof the company and their report is reviewed by the audit committee from time to time.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and (The CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Anita Aswal Practicing Company Secretary (CP No.: 13883 ACS: 37019) toundertake the Secretarial Audit of the Company for the F.Y. 2015-16. The Secretarial AuditReport is annexed herewith as "Annexure I".

Corporate Governance and Management Discussion and Analysis Report

Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Corporate Governance ReportAuditors’ Certificate regarding compliance with conditions of Corporate Governanceare made a part of this Annual Report. In compliance with the above regulation theCFO’s declaration confirming compliance with the Code of Conduct has been made partof this report.

Directors’ Responsibility Statement

Pursuant to Clause (c) of sub-section (3) of the Section 134 and sub-section (5) ofsection 134 of the Companies Act 2013 read with Companies (Accounts) Rules 2014 asamended from time to time your Directors confirm that:

(a) In the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(c) they had 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) they have prepared the annual accounts on a going concern basis

(e) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

(f) They have laid down internal financial controls in the company that are adequateand were operating effectively.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

During the year under review the Company does not involve in any manufacturing orprocessing activities therefore the particulars as required under section 134(3)(m) ofthe Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 regarding conservationof energy and technology absorption are not applicable. Further there was no ForeignExchange earnings and outgo during the Financial Year 2015-2016.

Human Resource

The Company is working on enhancing its competencies to take care of current and futurebusiness. Your Company believes that its greatest assets are its people. Company believesin best Human Resource practices for effective staffing retention and staff developmentfacilitating delivery excellence for our customers.

There was no employee in the Company throughout the period drawing remuneration morethan that prescribed pursuant to the provision under Section 197 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors and the Practicing Company Secretary in their reports

There are no qualifications reservations or adverse remarks made by the Auditors andthe Practicing Company Secretary in their report.

Prevention of Insider Trading

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the

Company. The objective of this Code is to protect the interest of shareholders atlarge to prevent misuse of any price sensitive information and to prevent any insidertrading activity by dealing in shares of the Company by its Directors designatedemployees and other employees. The Company also adopts the concept of Trading WindowClosure to prevent its Directors Officers designated employees and other employees fromtrading in the securities of Helpage Finlease Limited at the time when there isunpublished price sensitive information. No other material changes and commitmentsaffecting the financial position of the Company has occurred between April 1 2016 and thedate of signing of this Report.

Internal Control System and compliance framework

The Company possesses adequate internal controls to ensure that all assets areprotected against loss from unauthorized use or disposition and that all transactions areauthorized recorded and reported correctly. An efficient Internal Audit departmentmonitors adherence to these controls. Statutory auditors also present their suggestions tothe appropriate committees of directors for improvements in control and compliance.

Risk Management

The Company has in place a mechanism to inform the Board about the Risk Assessment andminimization procedures and periodical review to ensure that risk is controlled by meansof a properly defined framework. In the Board’s view there are no material riskswhich may threaten the existence of the Company.

Vigil Mechanism

Pursuant to section 177(9) of the Companies Act 2013 and clause 49 of the erstwhilelisting agreement (now corresponding to regulation 22 of the SEBI Listing Regulations2015) the Board amended the existing Whistle Blower Policy.

The Whistle Blower Policy/Vigil mechanism provides a mechanism for thedirector/employee to report violations without fear of victimisation any unethicalbehaviour suspected or actual fraud violation of the Code of Conduct etc. which aredetrimental to the organisation’s interest. The mechanism protects whistle blowerfrom any kind of discrimination harassment victimisation or any other unfair employmentpractice. The Company affirms that no employee has been denied access to the AuditCommittee.

The directors in all cases and employees in appropriate or exceptional cases will havedirect access to the Chairman of the Audit Committee.


Your directors place on record its sincere appreciation for significant contributionmade by the employees through their dedication hard work and commitment and the trustreposed on them and also acknowledge with gratitude the excellent cooperation extended byBankers and Customers and look forward to their support in all future endeavor.

By the order of Board
For Helpage Finlease Limited
Place: Delhi Sidharth Goyal
Date: 13th August 2016 ManagingDirector