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Oswal Leasing Ltd.

BSE: 509099 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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Oswal Leasing Ltd. (OSWALLEASING) - Director Report

Company director report

Your Directors have pleasure in presenting the 32nd Annual Report along withthe Audited Accounts for the Financial Year ending 31st March 2016.

FINANCIAL RESULTS:

Financial Results for the year under review are summarized below:

(Amount in Rs.)

PARTICULARS CURRENT YEAR PREVIOUS YEAR
(As at 31.03.2016) (As at 31.03.2015)
Gross Income 1671988 1971356
Profit before taxation 1109888 1506360
Less : Provision for taxation
- For Current Tax 341661 461620
Profit after tax 768227 1044740
Add : Surplus/Deficit brought forward 16263825 15428059
from last year
Provision for tax for earlier years
(Provided) / Written back (Net) (04) (26)
Profit available for appropriation 17032056 16472825
Less : Transfer to Statutory Reserve 156000 209000
Balance carried to Balance Sheet 16876056 16263825

OPERATIONAL REVIEW:

During the year under review the Company’s Fund remained invested in loans andadvances. The Interest income earned during the year was Rs.16.55 Lacs (Previous YearRs.19.05 Lacs). The profit of the Company before taxation is Rs.11.10 Lacs out of whichRs.3.42 Lacs has been provided towards tax liability of the company. Out of the balanceavailable a sum of Rs.1.56 Lacs has been appropriated towards Statutory Reserve Accountin compliance to Section 45 IC of the Reserve Bank of India Act and the balance amount ofRs.168.76 Lacs is carried over to the Balance Sheet.

DIVIDEND:

With a view to plough back the profits and thereby have surplus funds at its disposalfor consideration of expansion plans your directors do not recommend any dividend for theyear under consideration.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes or commitments affecting the financial position of thecompany which have occurred between 31st March 2016 and the date of this report.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits as envisagedunder Section 73 of Companies Act 2013 and rules made there under.

DIRECTORS:

In accordance with the provisions of Section 152(6) of the Companies Act 2013 SHRIDINESH GOGNA (DIN: 00498670) Director of the Company being longest in the officesince their last appointment shall retire at the forthcoming Annual General Meeting andbeing eligible offers themselves for re-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS:

In terms of Section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from all the Independent Directors of the Company confirming thatthey meet the criteria of independence laid down in Section 149(6).

NUMBER OF BOARD MEETINGS:

During the year under review the Board of Directors duly met six times on 30.04.201529.05.2015 10.08.2015 12.08.2015 12.11.2015 and 10.02.2016 in respect of which propernotices were given and the proceedings were properly recorded. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013.

COMMITTEES OF THE BOARD:

The Company has constituted the following committees in compliance with the CompaniesAct 2013 and the Listing Regulations (erstwhile Listing Agreement):

1. AUDIT COMMITTEE

The Board has constituted an Audit Committee in compliance with the provisions ofSection 177 of the Companies Act 2013 comprising 3 (Three) members with the Chairman ofthe Committee is an Independent Director. During the year under review the AuditCommittee met on four (4) occasions viz. May 29 2015 August 10 2015 November 12 2015and February 10 2016 to deliberate on various matters. Not more than 120 days lapsedbetween any two consecutive meetings of the Audit Committee during the year. The necessaryquorum was present at all the Meetings.

2. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted Stakeholders Relationship Committee in compliance with theprovisions of Section 178 of the Companies Act 2013 comprising 3 (Three) members and theChairman of the Committee is Sh. Navdeep Sharma Independent Director of the Company.During the year under review Committee met on 1 (One) occasion viz. February 10 2016.The necessary quorum was present for the meeting.

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 readwith Rule 12 of Companies (Management and Administration) Rules 2014 the extract of theAnnual Return in form MGT-9 as required is annexed herewith the Director’s Report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act 2013 it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed along with proper explanation relatingto 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 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 irregularities;

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 are operatingeffectively and

f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the purview of the requirements of Section 135 of theCompanies Act 2013 and the rules made thereon.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENT BY THE COMPANY :

Details of Loans Guarantee and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the Financial Statements.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to provisions of regulation 15(2) of the SEBI (Listing Obligations andDisclosure Requirements) regulations 2015 (‘Listing regulations’) theprovisions of Regulation 27(2) are not applicable to the company as the paid-up equityshare capital and Net worth was below Rs.10 crore and Rs.25 crore respectively.

VIGIL MECHANISM:

The company in accordance with section 177 of the Companies Act 2013 has established aVigil Mechanism for director’s genuine concerns about enthical behavior actual orsuspected fraud or violation of Company’s code of conduct.

STATUTORY AUDITORS & AUDITOR’S REPORT:

The term of M/s. Raj Gupta & Co. Chartered Accountants (M No. 017039) StatutoryAuditors Ludhiana will expire at the ensuing Annual General Meeting. The Board ofDirectors has proposed the appointment of M/s. Raj Gupta & Co as the StatutoryAuditors of the Company for a period of one year to hold the office from the conclusion ofthis Annual General Meeting till the conclusion of next Annual General Meeting.

The Company has obtained from the auditors a written consent and a certificate asrequired under Section 139 of the Companies Act 2013 to the effect that theirre-appointment if made would be within the limits and in accordance with the conditionsspecified under section 141(3)(g) of the Companies Act2013.

The Auditor’s Report on the Accounts of the Company for the year under review isself explanatory and requires no comments. There are no adverse remarks or qualificationin the Report that calls for Board’s explanation. Further there are no fraudsreported by the Auditors under section 143(12) other than those that are reportable to theCentral Government.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the board ofdirectors has appointed M/s M.G. Jindal & Associates Company Secretaries in Practice(C.P. No. 2712) to undertake the Secretarial Audit of the Company for the Financial Year2015-2016. The Secretarial Audit Report is annexed herewith and forms an integral part ofthis report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operations in future.

LISTING OF SECURITIES:

The securities of the Company are listed on BSE Limited (Scrip Code: 509099) Floor 25P.J. Towers Dalal Street Mumbai – 400 001. The Company has paid the listing fee tothe Bombay Stock Exchange for 2016-2017.

DEMATERIALISATION OF SECURITIES:

Your Company has already established connectivity with both the Depositories i.e.National Securities Depository Limited (NSDL) and Central Depository services (India)Limited (CDSL) to facilitate the holding and trading of securities in electronic form. Theshareholders who have not gone in for dematerialization of shares till date arerequested to opt for dematerialization of the shares at the earliest.

The ISIN of the company is INE811Q01018. Further as per SEBI circular no.D&CC/FITTC/CIR-15/ 2002 dated 27th December 2002; Company has appointedM/s Alankit Assignments Ltd. as Registrar for Share Transfer and Electronic Connectivity.Accordingly all the shareholders Investors Members of the Stock Exchanges DepositoryParticipants and all other concerned are requested to send all communication in respect ofShare Transfer Demat/Remat Change of Address etc. to our Registrar at below mentionedaddress: M/s Alankit Assignments Limited Alankit House 1/E - 13 Jhandewalan ExtensionNew Delhi – 110055 Email Address: rta@alankit.com In case of any query/complaintremains unresolved with our Registrar please write to Company at the registered office ofthe Company

PARTICULAR OF EMPLOYEES:

The provisions of Section 197 read with rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are not applicable to the company.Hence no statement under section 197 and rules made therein is required.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Conservation of Energy technology absorption and foreign exchange earnings and outgopursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is not applicable to the company hence no disclosure isrequired to be made.

ACKNOWLEDGEMENT:

The Directors of the Company wish to place on record their heartfelt thanks andappreciation to the bankers for their continued support to the Company. The Directorsalso place on record their sincere thanks to the shareholders for their co-operationfaith and confidence in the management of the Company. The Company’s endeavor wouldbe to merit the confidence reposed in it by its stakeholders.

FOR & ON BEHALF OF THE BOARD

Place : New Delhi (Vijay Kr. Gupta) (Navdeep Sharma)
Dated : 08.08.2016 DIRECTOR DIRECTOR
DIN : 00506399 DIN : 00454285