The Board of Directors of India Lease Development Limited take pleasure in presentingtheir 32 (Thirty Second) Report on the business and operations of the company and theaccounts for the financial year ended March 312017.
1. FINANCIAL SUMMARY
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 2017 ||Year ended March 31 2016 |
|Gross Profit/ Loss before depreciation finance cost and provisioning ||(7.91) ||5.57 |
|Less: Depreciation including impairment ||0.04 ||0.06 |
|Profit /(Loss) before provisions exceptional items and tax ||(7.95) ||5.51 |
|Add: Provision for doubtful debts written back ||0.00 ||0.00 |
|Add :Provision for diminution in value of investments ||0.00 ||0.81 |
|Less: Excess Depreciation of earlier years written back ||0.00 ||0.00 |
|Net Profit(/Loss) for the year ||(7.95) ||4.70 |
|Total (Loss) ||(2117.95) ||(2110.00) |
|Losses carried forward to Balance Sheet ||(2117.95) ||(2110.00) |
2. 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 betterreturn on investments.
3. DIVIDEND & RESERVES
In view of accumulated losses the Board has taken a conscious decision not torecommended any dividend for the year under review.
4. SHARE CAPITAL
The Paid up Equity Share Capital as on March 312017 stood at Rs 1471.30 lacs. Duringthe year under review there was no change in Capital Structures of the Company.
a. Equity Shares with differential rights
Your Company has not issued any Equity Shares with differential rights during the yearunder review:
b. Sweat Equity Shares
Your Company has not issued any Sweat Equity Shares during the year under review.
c. Employee Stock Options
Your Company has not issued any Employee Stock Options during the year under review.
5. TRANSFER TO RESERVES
During the year under review the company has not transferred any amount to GeneralReserves. Reserves and Surplus as on March 312017 stood at Rs 1448.62 lacs.
6. FINANCE & ACCOUNTS
The financial statements of your Company are prepared in compliance with therequirements of the Companies Act 2013 and they are prepared on historical cost basis.The estimates and judgments relating to the Financial Statement are made on prudent basisso as to reflect a true and fair manner.
During the year under review your Company did not invite any deposits covered underChapter V of the Companies Act 2013.
8. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form MGT-9 is enclosed herewith as Annexure Cforming part of this report.
9. CORPORATE GOVERNANCE REPORT
Your company always place major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an organisation's corporate governance philosophy is directly linked to highperformance.
The company is committed to adopting and adhering to established world-class corporategovernance practices. The company understands and respects its fiduciary role andresponsibility towards its stakeholders and society at large and strives to serve theirinterest resulting in creation of value and wealth for all stakeholders.
The compliance report on corporate governance and a certificate from M/s S.N.Dhawan& Co. LLP Chartered Accountants Statutory Auditors of the Company regardingcompliance of the conditions of Corporate Governance as stipulated under Chapter IV ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attachedherewith as Annexure VI to this report.
10. DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Companies Act 2013 your Directors state that:
(a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(b) the Directors have selected such accounting policies and applied them consistentlyand judgments and estimates that are responsible and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other regulates;
(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 and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. STATUTORY AUDITORS
The Current Statutory Auditors viz M/s S.N. Dhawan & Co LLP CharteredAccountants(FRN No.000050N) were last re- appointed by the members at their Annual GeneralMeeting held on September 282016 to hold office of the auditor from the conclusion of the31 Annual General Meeting till the conclusion of this 32 Annual General Meeting.
As per the provisions of Section 139 of the Companies Act 2013 no listed companyshall appoint an audit firm as auditor for more than two terms of five consecutive years.The Act also provided for an additional transition period of three years from thecommencement of the Act i.e. April 12014. The current Statutory Auditors had completed aperiod of ten years at the commencement of the said Act hence on their completing theadditional transition period of three years provided under the Act the terms of thecurrent Statutory Auditors expires at the conclusion of the ensuing Annual GeneralMeeting.
The Board at its meeting held on August 17 2017 based on the recommendation of theAudit Committee has recommended the appointment of M/s Jagdish Chand & Co CharteredAccountants (FRN No.000129N.) as the Statutory Auditors of the company to hold office fora term of five consecutive years from the conclusion of 32 Annual General Meeting untilthe conclusion of 37 Annual General Meeting subject to ratification of their appointmentby the members at every subsequent Annual General meeting or as may be prescribed at suchremuneration to be decided by the Board on the recommendation of the Audit Committee inconsultation with the said Auditors.
M/s Jagdish Chand & Co(FRN No.000129N.)Chartered Accountants have consented to thesaid appointment and confirmed that their appointment if made would be within the limitsspecified under Section 141(3) (g) of the Act and that they are not disqualified to beappointed as Statutory Auditors in terms of Section 143 of the Act.
12. AUDITORS' REPORT
The Comments on statement of accounts referred to in the report of the Auditors areself explanatory. The Auditors' Report does not contain any qualification reservation oradverse remark.
13. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasre-appointed M/s Anjali Yadav & Co. Company Secretaries as Secretarial Auditor of theCompany for the FY16-17 to undertake Secretarial Audit of the Company. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.Secretarial Audit Report given by Secretarial Auditor is annexed with the report asAnnexure D.
14. INTERNAL AUDITOR
The Internal audit of the company has been entrusted to Mr. S.K.Aggarwal CharteredAccountant. The Company has in place adequate and effective internal financial controlswith reference to the financial statement and is commensurate with its size scale andcomplexities of its operations. With a strong internal control culture in the company theinternal Auditor monitors the compliance with the objective of providing information tothe Audit Committee. The Audit Committee periodically reviews the internal control systemswith the managements Internal Auditors and Statutory Auditors and the adequacy ofinternal audit function significant internal audit findings and follow up thereon ifany.
The Company Secretary in consultation with the Chairman prepares the agenda of theBoard Meeting which is intimated seven (7) days in advance in writing to the members priorto the meeting in order to permit adequate review. The Company Secretary records minutesof each meeting and draft minutes are circulated to all members of the Board well inadvance.
16. COMMITTEES OF BOARD
a. Pursuant to requirement under Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has constituted variousCommittees of Board such as Audit Committee Nomination & Remuneration Committee andStakeholders Relationship Committee. The details of Composition of these committees are asfollows:-
i. Audit Committee
The Audit Committee of the company has been reconstituted and as on the date of signingof this report comprises of four (4) Directors namely Sh.Rajiv Gupta( Chairman) Sh.Arun Mitter (Independent Director) Sh. Sharad Aggarwal (Independent Director) and Ms.Sumana Verma Director. Sh. Arun Mitter (Independent Director) is Chairman of the AuditCommittee.
The Board accepts recommendations of the Audit Committee
ii. Nomination & Remuneration Committee
Nomination & Remuneration Committee has been reconstituted and as on the date ofsigning of this report comprises of four (4) Directors namely Sh.Rajiv Gupta (Chairman)Sh. Arun Mitter (Independent Director) Sh. Sharad Aggarwal (Independent Director) andMs. Sumana Verma (Director). Sh. Arun Mitter is Chairman of the Committee.
The Board accepts recommendations of the committee based on the policy as is requiredunder Section 178(4) of the Act in the matter of appointment/ re-appointment of theDirectors Senior Mangers and fixation of remuneration etc.
iii. Stakeholders Relationship Committee
Stakeholders Relationship Committee as on the date of signing of this report comprisesof three(3) Directors namely Sh. Rajiv Gupta (Chairman) Sh.Sharad Aggarwal (IndependentDirector) and Ms. Sumana Verma (Director). Sh. Sharad Aggarwal is the Chairman of theCommittee.
The Committee looks into and resolves the grievances of the stakeholders and as on thedate of signing this report there are no issue which remains to be resolved.
iv. Risk Management Committee
Risk Management Committee comprises of two (2) Directors namely Sh. Arun Mitter(Director) and Sh. Sharad Aggarwal (Independent Director). Sh. Arun Mitter is the Chairmanof the Committee.
b. WHISTLE BLOWER POLICY
The Company has formulated a vigil mechanism through Whistle Blower Policy to deal withinstances of unethical behaviors actual or suspected fraud or violation of Company'scode of conduct or ethics policy. The details of the policy are explained in the CorporateGovernance Report and also posted on the website of the Company i.e. www.indialease.com
17. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Companies Act 2013 and Regulation25(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 aseparate meeting of the Independent Directors was held on March 03 2017.
The Independent Directors at the meeting inter alia reviewed the following:
- Performance of Non-Independent Directors and Board as a whole.
- Performance of the Chairperson of the Company taking into account the views of otherDirectors.
- Assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonable perform their duties.
18. DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act 2013 every Independent Director ofthe Company has submitted a declaration that they meet the criteria of Independence.
19. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board is required to carryout annual evaluation of its own performance and that of its committee and individualDirectors. The Nomination and Remuneration Committee of the Board is also required tocarry out evaluation of every Director's performance. Accordingly your Company hascarried out the performance evaluation during the year under review.
20. KEY MANAGERIAL PERSONNEL
During the year under review the company has identified following persons as KeyManagerial Personnel.
|S. No. Name of the Person ||Designation |
|1. Rajiv Gupta ||Chairman |
|2. Arun Mitter ||Director |
|3. Rohit Madan ||Manager & Company Secretary |
21. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration CommitteeLaid down a Nomination & Remuneration Policy for selection and appointment of theDirectors Key Managerial Personnel and Senior Management and their remuneration. Theextract of the Nomination and Remuneration Policy provided in the Corporate GovernanceReport forms part of Board's Report.
22. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report.
23. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS.
No significant material orders have been passed during the year under review by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.
24. CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of business of your Company during the year underreview.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report ispresented in separate section forming part of the Annual Report.
26. MEETING OF THE BOARD OF DIRECTORS
A calendar of meetings is prepared and circulated in advance to the Directors Duringthe year seven Board meetings were convened and held. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The details of AllBoard/Committee meetings held are given in the Corporate Governance Report.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review your Company has not given any fresh loan or guaranteewhich is covered under the provisions of Section 186 of the Companies Act 2013.
28. RELATED PARTY TRANSACTIONS
During the year under review the company had not entered into any fresh contract/arrangement/ transaction with related parties which could be considered material inaccordance with the policy of the company on materiality of related party transactions.Suitable disclosure as required by the applicable Accounting Standards has been made inthe notes to the financial statements. The Policy on Related Party Transactions asapproved by the Board is uploaded on the Company's website.
29. PARTICULARS OF EMPLOYEES
There are no employees who are in receipt of remuneration which inter-alia requiresthe Company to furnish the particulars of Employees as required under Section 197(2) ofthe Companies Act 2013 read with Rule 5(1)(2)&(3) of the Companies (Appointment andRemuneration Managerial Personnel) Rules 2014.
30. SEXUAL HARASSMENT AT WORKPLACE
Your Company has in place a formal policy for prevention of sexual harassment of itsemployees at work place. During the year under review there were no cases filed pursuantto the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
31. BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of SEBI(LODR) Regulations 2015 the company is not failingin the criteria i.e. top 500 listed companies based on market capitalization and as suchBusiness Responsibility Report is not applicable.
32. LISTING AGREEMENT
The Listing fee for the year 2017-18 has already been paid to the credit of the StockExchange.
33. CSR COMMITTEE
In view of accumulated losses for the last three years formation of Committee forCorporate Social Responsibility is not applicable. In view of the same CSR Committee hasnot been constituted.
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(s) with whomthey are having dematerialized account to the company's registrar and transfer agentsM/s Alankit Assignments Limited Alankit Heights 1E/13 Jhandewalan Extension NewDelhi-110055.
Further the SEBI has mandated the submission of Permanent Account Number (PAN) byevery participant in securities market. Members holding shares in electronic form aretherefore requested to submit the PAN to their Depository Participant with whom they aremaintaining their Demat Accounts. Members holding shares in physical form can submit theirPAN details to the company also.
35. TRANSFER/TRANSMISSION/TRANSPOSITION OF SHARES
The Securities and Exchange Board of India (SEBI) vide its CircularNO.MRD/DOP/Cir-05/2009 dated 20 May 2009 and Circular No. MRD/DOP/SE/RTA/Cir-03/2010 dated7 January 2010 made it mandatory that a copy of the PAN Card is to be furnished to thecompany in the following cases:-
- Registration of physical transfer of shares
- Deletion of name of deceased shareholder(s) where shares are held jointly in the nameof two or more shareholders
- Transmission of shares to the legal heirs where shares are held solely in the name ofdeceased shareholder: and
- Transposition of shares where order or names of shareholders are to be changed inphysical shares held jointly by two or more shareholders.
Member(s) therefore are requested to furnish the self attested copy of PAN CARD atthe time of sending the physical share certificate(s) to the Registrar and Transfer Agentof the company for effecting any of the above state requests. Members are also requestedto keep record of their specimen signature before lodgment of shares with the company soas to avoid probability of mismatch at a later date.
36. NOMINATION FACILITY
Provisions of Section 72 of the Companies Act 2013 read with the rule 19(1) of therules made there under extends nomination facility to individuals holding shares in thephysical form. To help the legal heirs/successors get the shares transmitted in theirfavour shareholder(s) are requested to furnish the particulars of their nomination in theprescribed Nomination Form. In case any of the members wish to avail facility (FormSH-13) they are requested to send the duly completed form to the Registrars and/or at theRegistered Office of the company. Member(s) holding shares in Dematerialized form arerequested to register their nominations directly with their respective depository.
37. E-MAIL ID FOR INVESTOR'S GRIEVANCES
In compliance of Regulation 2(j) of SEBI (LODR) Regulations 2015 the company hasdesignated an e-mail address i.e. firstname.lastname@example.org for the purpose ofregistering complaints by investors for redresaal of their grievances.
38. 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 holding underone folio.
39. CEO/CFO CERTIFICATION
The CEO and the CFO of the company have certified to the Board with regard to thecompliance made by them in terms of Regulation 17(8) of SEBI (LODR) Regulation 2015.
40 . 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: ||31.03.2017 ||31.03.2016 |
|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 ||5960 ||6947 |
|No. of Shareholders ||13 ||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 continued support and patronage.
Your Directors also wish to place on record the dedicated and devoted services renderedby 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 17 2017 ||DIN:00022964 |