The Members of
Voltaire Leasing & Finance Limited
Your Directors have pleasure in presenting the 33rd Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2017.
A summary of the Financial Performance of your company and its major associates forthe financial year ended March 31 2017 is as under:
| || ||Rs in Lac |
|Financial Results ||Current Year Ended on 31st March 2017 ||Previous Year Ended on 31st March 2016 |
|Operating Revenue ||216.62 ||476.28 |
|Others Income ||5.76 ||0.02 |
|Profit/(Loss) before Taxation ||(44.84) ||5.86 |
|Provision for Taxation (including Deferred Tax) ||1.95 ||4.19 |
|Profit/(Loss) after Taxation ||(46.78) ||4.19 |
India remains one of the fastest growing economies in the world. According to theCentral Statistical Office's (CSO) revised estimates India's GDP growth remained steadyat 7.1% in FY17 with the third quarter registering a growth rate of 7% y-o-y despite theeffects of demonetisation. Certain macroeconomic indicators suggest that the economy issteadily recovering from the impact of demonetisation announced on 8th November 2016with the RBI forecasting GDP growth at 7.4% in FY18.
Consumer Inflation likely to be moderate and remain below 5% in the FY 2017. Thecentral Government remains on the path of fiscal deficit to around 3% of GDP in FY18.Government continues to make efforts to revive investment cycle and is spending onbuilding physical infrastructure. Government has been able to revive many stalled projectsin the public sector; however private sector investments remain weak given low capacityutilization and leveraged balance sheets.
We are on the verge of one of the most important reform measures in the country-thetransition to the Goods and Services Tax (GST) from 1st July 2017. The GST will unifyIndia into a single market thereby simplifying the compliance process broadening the taxbase and improving productivity. While there remains a possibility of disruption in theshort run given the scale of change recent experience with the demonetization exercisesuggests that the disruption to economy from GST implementation if any is likely to besmall and short lived. The long-term potential from GST is immense.
Overall Performance & Outlook
Your Company is engaged in providing financial services including leasing andinvestment advisory/ counselling services to other entities. Total Gross Revenue formoperation for the year was Rs 222.38 Lakhs in comparison to previous financial yearfigures of Rs 476.30. The company has registered Net Profit/(Loss) before Tax for the yearwas of Rs (44.84) Lakhs in comparison to Previous Financial Year Rs 5.86 Lakhs.
Dividend and Reserves
Due to inadequate profit during the year and in order to conserve resources for futureyour Directors do not recommends any further Dividend payments for the year under review.
During the year under review no amount was transferred to General Reserve.
The Paid-up Equity Share Capital as on March 31 2017 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.
The Company does have a subsidiary named Purplkite Innovation Private Limited furtherthe information of Subsidiary is provided in the Annual report.
Related Party Transactions
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 KeyManagement Personal or to the designated person 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.
MANAGEMENT DISCUSSION & ANALYSIS
As required by under Part B of Schedule V read with Regulation 34(3) of the ListingRegulations 2015 the Management Discussion and Analysis is annexed and forms part of theDirectors' Report.
There was no change in Management of the Company during the year under review. Furthernone of the Directors of the Company are disqualified under sub-section (2) of Section 164of the Companies Act 2013.
The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy Which inter-alia includes policy for selection andappointment of Directors key Managerial Personnel Senior Management Personnel and theirremuneration. The Remuneration Policy is stated in the www.volfltd.com.
There is no change in composition of Board during the Financial Year under review.
All Independence Director have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (LODR) Regulations 2015.
Further none of the Directors of the company are disqualified under sub-Section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting (AGM') of the Company.
The Company being basically into the broking business and is the member of BSE and NSE.Apart from broking business the Company is also doing business in shares and securities.In view of current line of business requirements regarding and disclosures of particularsof Conversation of Energy and Technology Absorption prescribed by rule is not applicableto us.
Significant and Material Orders Passed by the Regulators Tribunals or Courts
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the company and its future operations.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
DETAILS OF DIRECTORS/KMP APPOINTED AND RESIGNED DERING THE YEAR
|Sl. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1 ||Minakshi Kishor Naruka ||CFO ||22.11.2016 ||- |
|2 ||Birbal Chunnilal Jangir ||CS ||- ||22.11.2016 |
|3 ||Dilip Kumar Patodia ||Director ||- ||03.06.2016 |
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a whistle Blower Policy to report genuine concern or grievances. TheWhistle Blower Policy has been posted on the website of the Company.
The Auditors M/s Maheshwari & Co. Chartered Accountants Mumbai who are StatutoryAuditors of the Company and holds the office until the conclusion of ensuing AnnualGeneral Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 33rd Annual General Meeting up to the conclusion of the35th consecutive Annual General Meeting (subject to ratification by the members at everysubsequent AGM). As required under the provisions of Section 139 & 142 of theCompanies Act 2013 the Company has obtained written confirmation from
M/s Maheshwari & Co. that their appointment if made would be in conformity withthe limits specified in the said Section.
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. Kriti Daga Company Secretaries in Practice (CP No.14023) to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed inthis Annual Report as Annexure.
The Company has appointed M/s Baid ray & Associates Chartered Accountants Kolkata(CP No. 055737) as Internal Auditors of the Company for the current financial year.
Extract of Annual Return
Pursuant to provisions of Section 134(3) (a) of the Companies act 2013 extract of theAnnual Return for the financial year ended 31st March 2017 made under the provisions ofSection 92(3) of the Act is attached as Annexure.
REPORT ON CORPORATE GOVERNANCE
As per SEBI circular no. SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONSAND DISCLOUSURE REQUIRNMENTS) REGULATION 2015 No. SEBI/LAD-NRO/GN/2015-16/013 datedSeptember 02 2015 Company's paid up capital is less than Rs. 10 Crores and Net Worth isalso less than Rs. 25 Crore or Company listed on SME Platform Company was not required tocomply with the norms of the corporate Governance.
Since the Company was listed on main board of Exchange but the paid-up capital is notmore than Rs. 10 Crore as on Financial Year ending 31st march 2017 therefore theprovisions relation to Corporate Governance are not applicable to the Company.
COMMENTS ON AUDITOR'S REPORT:
The notes referred to in the Auditor's Report are self-explanatory and as such they donot call for any further explanation as required under the Companies Act 2013.
PARTICULARS OF EMPLOYEES
People are the backbone of our operations. It is a matter of great satisfaction for ourCompany that our employees have been very supportive of the Company's plan. By far theemployee's relations have been cordial throughout the year.
The information as required by provisions of the Companies Act 2013 is reported to beNIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.
During the year under review your Company has not accepted any deposits from thepublic within the meaning/ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.
|Place: Mumbai ||By Order of the Board of Directors |
|Data: September 01 2017 ||for Voltaire Leasing & Finance Limited |
|Registered Office: ||SD- |
|602 Raheja Centre ||SOURABH VIJAY |
|214-Free Press Journal Marg ||DIN: 0023526 |
|Nariman Point Mumbai-700021 Maharashtra ||Managing Director |
|CIN: L74110MH1984PLC033920 || |