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Oswal Leasing Ltd.

BSE: 509099 Sector: Financials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Oswal Leasing Ltd
NSE 05:30 | 01 Jan Oswal Leasing Ltd

Oswal Leasing Ltd. (OSWALLEASING) - Director Report

Company director report

Your Directors have pleasure in presenting the 33rd Annual Report along with theAudited Accounts for the Financial Year ending 31st March 2017.

FINANCIAL RESULTS:

Financial Results for the year under review are summarized below:

(Amount in Rs.)

PARTICULARS CURRENT YEAR PREVIOUS YEAR
(As at 31.03.2017) (As at 31.03.2016)
Gross Income 1579478 1671988
Profit before taxation 1073760 1109888
Less : Provision for taxation
- For Current Tax 313586 341661
Profit after tax 760174 768227
Add : Surplus/Deficit brought forward from last year 16876056 16263825
Provision for tax for earlier years
(Provided) / Written back (Net) (01) (04)
Profit available for appropriation 17636231 17032056
Less : Transfer to Statutory Reserve 153000 156000
Balance carried to Balance Sheet 17483231 16876056

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.15.63 Lacs (Previous YearRs.16.55 Lacs). The profit of the Company before taxation is Rs.10.74 Lacs out of whichRs.3.14 Lacs has been provided towards tax liability of the company. Out of the balanceavailable a sum of Rs.1.53 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.174.83 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 2017 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 SHRIKAMAL OSWAL (DIN: 00493213) Director of the Company being longest in the officesince his appointment shall retire at the forthcoming Annual General Meeting and beingeligible offershimself 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 confirmingthatthey 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 five times on 28.04.201627.05.2016 08.08.2016 08.11.2016 and 08.02.2017 in respect of which proper notices weregiven and the proceedings were properly recorded. The intervening gap between the meetingswas 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. 27.05.201608.08.2016 08.11.2016 and 08.02.2017to deliberate on various matters. Not more than 120 days lapsed between any twoconsecutive meetings of the Audit Committee during the year. The necessary quorum waspresent 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 4 (Four) occasions viz. 28.04.2016 08.08.201608.11.2016 and 08.02.2017. 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 2017 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 theprofit 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') the provisions ofRegulation 27(2) are not applicable to the company as the paid-up equity share capital andNet 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 K R Aggarwal & Associates as theStatutory Auditors of the Company for a period of one ear to hold the office from theconclusion of this Annual General Meeting till the conclusion of next Annual GeneralMeeting.

The Company has obtained from the auditors a written consent and certificate as requiredunder Section 139 of the Companies Act 2013 to the effect that their appointment ifmade would be within under section 141(3)(g) the limits and in accordance with theconditions specified of the Companies Act 2013.

The Auditor's Report on the Accounts of the Company for the year under review is selfexplanatory and requires no comments. There are no adverse remarks or qualification in theReport that calls for Board's explanation. Further there are no frauds reported by theAuditors under section 143(12) other than those that are reportable to the CentralGovernment.

SECRETARIAL AUDITOR:

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 Year2016-2017. The Secretarial Audit Report is annexed herewith and forms an integral part ofthis report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS or materialorders were passed by the Regulators or Courts or Tribunals which impact Nosignificant thegoing 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 to theBombay Stock Exchange for 2017-2018.

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 appointed M/sAlankit 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 (Unit : Oswal Leasing Limited)

Alankit House 1/E - 13 Jhandewalan Extension New Delhi 110055

Email Address: rta@alankit.com

In case of any query/complaint remains unresolved with our Registrar please write toCompany at the registered office of the

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 would be tomerit the confidence reposed in it by its stakeholders.

FOR & ON BEHALF OF THE BOARD
Place : New Delhi (Vijay Kr. Gupta) (Navdeep Sharma)
Dated : 11.08.2017 DIRECTOR DIRECTOR
DIN : 00506399 DIN : 00454285