The Board of Directors of India Lease Development Limited take pleasure in presentingtheir 31st (Thirty First) Report on the business and operations of the companyand the accounts for the financial year ended March 312016.
The Board's Report is prepared based on the Standalone Financial Statements of thecompany. The company's financial performance for the year under review along with previousyear figures are given hereunder:-
| || ||(Rs. in lakhs) |
|Financial Results ||Year ended March 31 2016 ||Year ended March 31 2015 |
|Gross Profit/ Loss before depreciation finance cost and provisioning ||5.57 ||(13.98) |
|Less: Depreciation including impairment ||0.06 ||1.33 |
|Profit /(Loss) before provisions exceptional items and tax ||5.51 ||(15.31) |
|Add: Provision for doubtful debts written back ||0.00 ||0.89 |
|Add :Provision for diminution in value of investments ||0.81 ||(13.54) |
|Less: Excess Depreciation of earlier years written back ||0.00 ||(1.60) |
|Net Profit(/Loss) for the year ||4.70 ||(26.36) |
|Total (Loss) ||(2110.00) ||(2113.76) |
|Losses carried forward to Balance Sheet ||(2110.00) ||(2113.76) |
Review of Operations
Recovery of the dues is the main focus of the company and the management is confidentthat with the maximum recovery it would be possible to deploy the funds to earn betteryield on investments
Dividend & Reserves
The Board of Directors taking into consideration accumulated losses did not recommendany dividend for the year under review. Reserves and Surplus as on March 312016 stood at' 1448.62 Lakhs.
There is no change in the Paid up Equity Share Capital as on March 312016 which stoodat '1471.30 Lakhs. During the year under review the company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity.
Finance and Accounts
Your company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and have prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect a true and fair manner.
The company has not taken or invited any fixed deposits from the public during the yearunder review within the meaning of Section 73 of the Companies Act 2013 or rules madethereunder. Accordingly there are no unclaimed deposits.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board has carried out annual evaluation of its performance the directorsindividually as well as the evaluation of the working of its Audit and Nomination andRemuneration Committees. It has also evaluated the various aspects of the Board'sfunctioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was also carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
Policy on Directors' Appointment and Remuneration and other details
The company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Directors' Report. As on the date of signing of thisreport your board comprised of following four Directors.
|S.No. ||Name of the Person ||Designation |
|1 ||Sh. Rajiv Gupta ||Chairman |
|2 ||Sh. Arun Mitter ||Independent Director |
|3 ||Sh. Sharad Aggarwal ||Independent Director |
|4 ||Smt. Sumana Verma ||Non-Executive Non- Independent Director |
|5 ||Sh. M.K.Madan* ||Non Executive Non Independent Director |
*Sh. M.K. Madan due to personal reasons resigned on April 9 2015 and his resignationwas accepted by the board. The board placed on record the services rendered by him duringhis tenure as a director of the company.
Number of Meetings of the Board
Details of the number of meetings of the Board and the committees held during theFinancial Year 2015-2016 forms part of the Corporate Governance Report.
Directors retiring by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 and ClauseNo. 60 (e) of Articles of Association Sh. Rajiv Gupta Chairman and Smt. Sumana VermaDirector retires by rotation in the forthcoming Annual General Meeting and being eligibleoffer themselves for re-appointment.
Declaration by Independent Directors
All the Independent Directors had furnished to the Company a declaration under section149 (7) of the Companies Act 2013 stating that they meet the criteria of independence asprovided under section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
Key Managerial Personnel
During the year under review the company has identified following persons as KeyManagerial Personnel.
|Sl No. ||Name of the Person ||Designation |
|1. ||Sh. Rajiv Gupta ||Chairman |
|2. ||Sh. Arun Mitter ||Director |
|3. ||Sh. Rohit Madan ||Manager & Company Secretary |
In compliance with the provisions of the Regulation 34 of the SEBI (LODR) Regulations2015 read along with Schedule V to the said Regulations the Corporate Governance Report(Annexure - A) along with the Auditor's Certificate received from M/s S.N. Dhawan &Co. Chartered Accountants the statutory auditors of your company and ManagementDiscussion and Analysis Report (Annexure - B) forms integral part of this report.
Extract of Annual Return
Details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this report as Annexure- C andforms an integral part of the report.
Particulars of Loans Guarantees or Investments by the Company
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. ReferNote No.35.
The Securities and Exchange Board of India (SEBI) on September 2 2015. issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom December 1 2015 whereunder all listed entities were required to enter into a freshListing Agreement within six months from the effective date. The Company entered into afresh Listing Agreement with BSE Limited on February 24 2016.
Statement Pursuant to Listing Agreement
The Company's shares are listed with Bombay Stock Exchange Ltd. Your Company has paidthe respective annual listing fees up-to-date and there are no arrears.
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandated theformulation of certain policies for all listed companies. In compliance with the same theCompany has formulated the policies. The corporate governance policies viz. Policy onRelated Party Transactions Policy on Disclosure of Material Event/ information Code offair disclosure-UPSI under SEBI (Prohibition of Insider Trading) Regulations 2015Whistle Blower Policy Policy on Document Preservation Policy on Board Diversity Policyon Familiarization Programme for Independent Directors etc. are available on our Company'swebsite:www.indialease.com . In view of accumulated losses formation of CorporateSocial Responsibility Committee is not applicable.
Related Party Transactions
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions entered in to by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
Prior omnibus approval of the Audit Committee was obtained for the transactions whichare foreseen and repetitive in nature. The transactions for which omnibus approval grantedare placed before the Audit Committee and Board for their review and approval.
A policy on the Related Party Transactions was framed approved by the Board andposted on the Company's website: www.indialease.com .
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder the current auditors of the company M/s S.N. Dhawan & Co. CharteredAccountants (Firm Regd. No. 000050N) are eligible to hold office for the last consecutiveyear (in the term of three consecutive years) approved at the last Annual General Meetingand as such are recommended for reappointment to audit the accounts of the company forthe financial year ending March 312017. As required under the provisions of Section 139of the Companies Act 2013 the company has obtained written confirmation form M/s S.N.Dhawan & Co. Chartered Accountants that their appointment if made would be inconformity within the limits specified in the said section.
The members are requested to appoint M/s S.N. Dhawan & Co. Chartered Accountantsas auditors for the year 2016-17 and authorize the Board on the recommendations of theAudit Committee to fix their remuneration.
No qualification adverse remarks or disclaimer made by the Statutory Auditors withregard to Financial Statements for the financial year ended 2015-16.
Internal Auditor & Internal Control
The internal audit has been entrusted to Mr. S. K. Aggarwal Chartered Accountant. Thecompany has in place adequate internal financial controls with reference to the financialstatement and is in commensurate with its size scale and complexities of its operations.
The Audit Committee periodically reviews the internal control systems with themanagement internal auditors and statutory auditors and the adequacy of internal auditfunction significant internal audit findings and follow up thereon. As required under theprovisions of Section 138 of the Companies Act 2013 the company has obtained writtenconfirmation from Mr. S. K. Aggarwal Chartered Accountant Internal Auditor for hisconsecutive reappointment as Internal Auditor for the financial year ending 2016-17.
Risk Management Policy
A risk management policy was framed and approved by the Board. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Thedevelopment and implementation of risk management policy has been covered in themanagement discussions and analysis which forms part of this report.
Compliance of the Statutory Authorities
The company has complied with the requirements of the Stock Exchange SEBI and Otherstatutory authorities on all matters relating to the capital market during the last threeyears. No penalties or strictures have been imposed on the company by the Stock Exchangeor SEBI or any other statutory authorities relating to the above.
Particulars of Employees
There are no employees in receipt of remuneration which inter-alia requires thecompany to furnish the particulars of employees as required under section 197(12) of theCompanies Act 2013 read with Rule 5(1) (2) & (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Unpaid/Unclaimed Dividend-Investor Education and Protection Fund (IEPF)
In view of Compliance of Section 124 of the Companies Act 2013 read along withCompanies (Declaration and Payment of dividend) Rules 2014 the dividend which remainedunclaimed and unpaid if any for a period of seven years from the date they became duefor payment has to be transferred to the above Fund. There are no unclaimed & unpaiddividend which required to be transferred to the above mentioned IE&P Fund.
Code of Conduct for Directors and Senior Management
The Board of Directors of the Company has adopted a Code of Conduct for Directors andSenior Management and the same is available on the website of the Company i.e. www.indialease.com.
Director's Responsibility Statement
Pursuant to Section 134 of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of yourcompany confirm that:
i) In the preparation of the annual accounts for the financial year ended March312016 applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or en-enactment(s) for the time being in force)have been followed and there are no material departures from the same.
ii) the Directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of your company as at March 312016 and of the profit andloss of the company for the financial year ended March 312016.
iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 (includingany statutory modification(s) or re-enactment(s) for the time being in force) forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
iv) the annual accounts have been prepared on a going concern' basis;
v) proper internal financial controls laid down by the Directors were followed by yourcompany and that such internal financial controls are adequate and operating effectively;and
vi) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
The audit observations on the financial statements are suitably explained as and wherenecessary in the notes on accounts. CEO/CFO Certification
The CEO and the CFO of the company have certified to the Board with regard to thefinancial statements and other matters as required under Regulation 17(8) of the SEBI(LODR) Regulations 2015. The certificate from CEO and CFO is contained in this AnnualReport.
Members who have not yet got their shares dematerialized are requested to opt for thesame in their own interest and send their certificate through Depository Participants(s)with whom they have dematerialized account.
Further The Securities and Exchange Board of India (SEBI) has mandated the submissionof Permanent Account Number (PAN) by every participant in securities market. Membersholding shares in electronic form are therefore requested to submit the PAN to theirDepository Participant with whom they are maintaining their Demat Accounts. Membersholding shares in physical form can submit their PAN direct to the company or M/s AlankitAssignments Limited.
E-mail ID for Investor's Grievances
In compliance of sub regulation (k) to the Regulation 46 of the SEBI (LODR) Regulations2015 the company has designated an e-mail address i.e. email@example.com forthe purpose of assisting and handling investor grievances.
In case any of the members wish to avail facility of Nomination Form (Form SH-13)alongwith instructions they are requested to send the duly completed form to theRegistrars of the Company and/or at the Registered Office of the Company.
Consolidation of folios
Members who may have more than one folio in their individual name or jointly with otherpersons mentioned in the same order are requested to write to the Registrars and ShareTransfer Agents indicating the folio numbers for consolidation of similar holdings underone folio.
Conservation of energy Technology Absorption and Foreign Exchange earnings/Outgo
In terms of the requirements of clause (m) of sub section(3) of Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 the particulars aregiven as under:-
|a) Technology - ||It is not applicable |
|b) Conservation of Energy ||-do- |
|c) Transactions in Foreign Currency: ||31.03.2016 ||31.03.2015 |
|a) Expenditure in Foreign Currency ||- ||- |
|i) Repayment of Foreign Currency Loan ||- ||- |
|ii) Interest on Foreign Currency Loan ||- ||- |
|iii) Travelling Expenses ||- ||- |
|b) Shares held by Non Resident Shareholders ||6947 ||7001 |
|No. of Shareholders ||15 ||15 |
The Company had no earnings in foreign exchange.
Directors place on record their thanks for the assistance and cooperation received fromBanks and all other customers for their continuous support and patronage.
Yours Directors also wish to place on record the dedicated and devoted servicesrendered by all personnel of the Company.
| ||For and on behalf of Board of Directors |
| ||For India Lease Development Limited |
| ||Rajiv Gupta |
|Place: New Delhi ||Chairman |
|Date: August 4 2016 ||DIN:00022964 |