Voltaire Leasing & Finance Ltd.
|BSE: 509038||Sector: Financials|
|NSE: N.A.||ISIN Code: INE763D01019|
|BSE LIVE 11:21 | 06 Oct||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 509038||Sector: Financials|
|NSE: N.A.||ISIN Code: INE763D01019|
|BSE LIVE 11:21 | 06 Oct||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
To the Members
Your Directors have immense pleasure in presenting the 32nd Annual Report ofVoltaire Leasing & Finance Limited (the 'Company') along with the audited financialstatement for the financial year ended 2015-16
1. FINANCIAL RESULTS
(Rs. in Lac)
2. STATE OF COMPANY S AFFAIRS & FUTURE OUTLOOK
Your Company is engaged in providing financial services including leasing andinvestment advisory / counselling service to other entities .The Company has earned a NetProfit of Rs 4.19 Lacs during the year under review against the Net Profit of Rs. 20.11Lacs in the Previous Year. The Company is looking for an opportunity to make a suitableexpansion / diversification. In view of the same your Company intends to carry on businessor profession India and/or abroad of providing a platform technology and/or othermechanism/services including through any future and known or unknown technology tofacilitate transactions commerce whether by and between businesses by and betweenindividual consumers or by and between businesses and individual consumers and likes andincidental and ancillary activities thereto including without limitation displayingadvertisement and promotions.
No dividend is proposed by your Board of Directors during the year under review so asto meet the working capital requirements and preserve our resources.
4- TRANSFER TO RESERVES
During the year under review no amount was being transferred to General Reserves.
5- SHARE CAPITAL
The paid up Equity Share Capital as on March 3t 2015 was Rs. 4.118 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2016 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible in to Equity Shares ofthe Company.
6 EXTRACT OF ANNUAL RETURN
As provided under section 92(3) of the Act the extract of annual return is given inAnnexure "A" in the prescribed Form MGT-9 which forms part of this report.
7. SUBSIDIARY COMPANIES
Your Directors are pleased to inform that "PURPLKITE INNOVATIONS PRIVATELIMITED" is incorporated on January 01st 2016 which is a wholly ownedSubsidiary of your Company and such captivation was integrated with an innovative idea ofproviding technology platform to impart quick deliveries on demand delivery & hyperlocal delivery services. There are no other associate companies or joint venture companieswithin the meaning of section 2 (6) of the Companies Act 2013("Act")
a. BOARD & COMMIITEE MEETINGS
a. Details of Board Meeting and its Composition
During the year 2015-16 eight meetings of the Board of Directors were held and the gapbetween two such meetings does not exceed 120 days. Meetings were held on 13th April2015 08th May 2015 on 27th May 201513th August 2015 10th November 2015 03rdDecember 2015 11th February 2016 and on 04th March 2016.
Attendance of the Directors at the Board meetings
*Appointed w.e.f 03rd December 2015
b. Details of Audit Committee Committee meeting and Composition
The members of Audit Committee met four times on 27th May 2015 13thAugust 2015 10th November 2015 and on lllhFebruary2015 during the financialyear ended on 31st March 2016 and there Is no non acceptance of any recommendation ofAudit Committee by the Board.
*Chairman of the Committee
c. Details of Nomination & Remuneration Committee and Composition
The members of of Nomination & Remuneration Committee met three times on 08th May201503rd December 2015 19h March 2016 during the financial yearended on 31st March 2016.
"Chairman or the committee
d. Details Of Stakeholder Relationship Committee and Composition
The members of Stakeholder Relationship Committee met two times on May 08 2015 andMarch 19 2016 during the financial year ended on 31st March 2016.
e. Details of Risk Management Committee and Composition
The members of Risk Management Committee met two times on May 08 2015 and March 192016 during the financial year ended on 31st March 2016.
09. DIRECTORS & KEY MANAGERIAL PESONAL
Company with effect from December 03 2015. Mr. Samir Baid holds the office up to thedate of the ensuing AGM and is eligible for re-appointment as a Non Executive Director ofthe Company.
Mr. Amlesh Sadhu Managing Director of the Company has resigned from the Board w.e.f.13th April 2015 and Mr. Dilip Patodia was appointed as Managing Director and took over themanagement.
At the Postal Ballot of the Company held on May 11 2016 on regularization the Membersof the Company approved the appointment of Mr. Saurabh Vijay as a Managing Director of theCompany in place of Mr. Dilip Patodia under the provisions of the Act.
In Addditon of the above Birbal Chunnilal Jangir has been appointed as Chief FinancialOfficer w.e.f June 01 2015 Mr. Nitin Kore Company Secretary has been appointed as aCompliance Officer of the Company in place of Ms. Hiral V. Sheth who has resigned fromthe Board w.e.f. May 08 2015.
Further your Board appointed Mrs. Vinita Vahitra Company Secretary as a Complianceofficer in place of Mr. Nitin Kore w.e.f. from March 192016.
The Company has received declarations from the Independent Directors stating thatthey meet the criteria of independence as provided in Section 149(6) of the Act.
The details of programme for familiarisation of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company www.volfltd.com
12. Fvaluaripft OF THL BOARD ITS COMMITTEES INDIVIDUAL qjrlcrors
Pursuant to the provisions of the Act the Board has carried out an annual evaluationof its own performance the individual Directors (including the Chairman) as well as anevaluation of the working of all Board Committees. The Board of Directors was assisted bythe Nomination and Remuneration Committee ("NRC"). The performance evaluationwas carried out by seeking inputs from all the Directors / Members of the Committees asthe case may be and discussions with the Directors by the Chairman of the NRC and theChairman of the Board. The criteria for evaluating the performance of the Board as a wholecovered various aspects of the Board's functioning such as fulfilment of keyresponsibilities structure of the Board and its composition establishment anddelineation of responsibilities of the Board Committees effectiveness of Board processesinformation and functioning Board culture and dynamics etc. The criteria for evaluationof individual Directors covered parameters such as attendance and contribution atmeetings guidance to Management etc. The criteria for evaluation of the Board Committeescovered areas related to degree of fulfilment of key responsibilities adequacy of BoardCommittee composition effectiveness of meetings Committee dynamics quality ofrelationship of the Committee with the Board and the Management etc.
The feedback of the Independent Directors on their review of the performance ofNon-Independent Directors and the Board as a whole the performance of the Chairman of theCompany and Assessment of the quality .quantity and timeliness of flow of informationbetween the Company Management and the Board was taken into consideration by the Boardin carrying out the performance evaluation.
13. a AUDITORS REPORTS Statutory Auditors
The Auditors M/s. Maheshwari and Co. (FRN 105834W) Chartered Accountants Mumbai whoare Statutory Auditors of the Company and holds the office until the conclusion of ensuingAnnual General Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 32nd Annual General Meeting up to theconclusion of the 35rd consecutive Annual General Meeting (subject to ratification
by the members at every subsequent AGM). As required under the provisions of Section139 & 142 of the Companies Act 2013 the Company has obtained written confirmationfrom M/s. Maheshwari and Co. that their appointment if made would be in conformity withthe limits specified in the said Section.
The Auditors' Report to the Member together with Accounts for the year ended 31stMarch 2016 and the observations of the Auditors as referred in their report are suitablyexplained in the notes to accounts and therefore do not call for any further comments. TheAuditors' Report does not contain any qualification reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Bhavna Dhanuka a Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is attached in Annexure"B" in this Annual Report.
The Secretarial Auditors' Report to the Member for the year ended 31st March 2016 doesnot contain any qualification reservation or adverse remark.
The Company has appointed M/s. Baid ray & Associates Chartered AccountantsKolkata (CP No: 055737) as Internal Auditors of the Company for the current financialyear.
14. VIGIL MECHANISM/ WHISTLE Blowers POLICV
The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism as defined under SEBI Listing Regulations for directors and employees to reportconcerns about unethical behaviour. No person has been denied access to the Chairman ofthe audit committee. The said policy has been also put up on the website of the Company atwww.volfltd.com.
15. INTERNAL FINANCIAL CONTROL SYSYTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe management discussion & analysis which forms part of this report.
16. RISK MANAGEMENT
The board of directors of the Company has formed a risk management committee to frameimplement and monitor the risk management plan for the Company The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. The development and implementation ofrisk management policy has been covered in the management discussion and analysis whichforms part of this report.
17. PARTICULARS OF LOANS GUARUNTEESAND INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
18. TRANCSACTIONS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large and hence do not attract the provisions of Section 188 ofthe Companies Act 2013 thus disclosure in form AOC*2 is not required.
The Company has not accepted any deposits within the ambit of Section 73 of theCompanies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014 from public andas such no amount on account of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED SV THE REGULATORS TRIBUNALS OR COURTS
There is no significant and material order passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
21. MATERIAL CHANGES AMD COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END Ofthe FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.
22. 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 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. Further details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable asthere is no employee in the Company employed throughout the financial year with salaryabove Rs. 60 Lacs per annum or employed for part of the financial year with average salaryreceipts above Rs. 5 Lacs per month. Further there is no employee employed throughout thefinancial year or part thereof was in receipt of remuneration which in aggregate is inexcess of that drawn by the Managing Director or Whole Time Director or Manager and holdsby herself / himself or along with her / his spouse and dependent children not less thanTwo percent (2%) of the Equity Shares of the Company.
23. CONSERVATION PE ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO;
Being a Non-Banking Financial Company the Company is not carrying on any manufacturingactivities however necessary actions has been taken by the Company from time to time foroptimum utilization of energy. Since the conservation is very minimal therefore itsimpact on cost cannot be stated accurately. Since no outside technology is being usedtherefore no technology absorption is required.
During the year under review there was no foreign exchange inflow or Outflow.
24. SEXUAL HARASSMENT QF WOMEN AT WORKPLACE :
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
25. MANAGEMENT DISCUSSION & ANALYSIS REPORT :
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report.
26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of the Companies Act 2013 relating to CSR activities are not applicableto the Company.
27. REPORT ON CORPORATE GOVERNANCE
As per SEBI circular no: SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONSANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015 No. SEBI/LAD-NRO/GN/2015-16/013 datedSeptember 2 2015 Company paid up capital is less than Rs.100000000/- and Net Worth isalso less than Rs. 250000000/- therefore the provisions relating to CorporateGovernance Report are not applicable to the Company
28. DIRECTORS- RESPONSIBILITY STATEMENT :
The Directors' Responsibility Statement referred to in clause (c) of Sub-Section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had 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 and loss of the Company for that period;
(c) The Directors had 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 had prepared the annual accounts on a going concern basis;
(e) The Directors in the case of a listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
29. ACKNOWLEDGEMENT :
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government authorities customers and members duringthe year under review. Your Directors also wish to place on record their deep sense ofappreciation for the committed services by the Company's executives staff and workers.