Baid Leasing and Finance Co. Ltd.
Your directors are pleased to present the 25th Annual Report of your Company togetherwith the audited annual financial statements for the financial year 2015-16.
(Amount In Rs.)
|Particulars ||F.Y. 2015-16 ||F.Y. 2014-15 |
|Total Revenue ||182546244/- ||86024171/- |
|Less: Total Expenditure ||142373087/- ||67917431/- |
|Profit / (Loss) before Taxation ||40173157/- ||18106740/- |
|Tax Expenses ||12688454/- ||6108298/- |
|Profit / (Loss) after Tax ||27484703/- ||11998442/- |
The company is mainly engaged in the business of hire-purchase finance and financeagainst mortgage of property.The net receipts from operations during the year under reviewwere Rs. 182546244/-as against Rs. 86024171/- in the previous year. The profit/(Loss) after tax is Rs. 27484703/-as against Rs. 11998442/- in the previousyear.
Following the conservative approach to retain profits your Directors did not recommendpayment of any dividend for the Financial Year 2015-16.
TRANSFER TO RESERVES:
As per requirement of RBI regulations the Company has transferred the amounts tovarious reserves during Financial Year ended March 312016 as given in the notes ofbalance sheet.
NUMBER OF MEETINGS OF BOARDOF DIRECTORS
The Meetings of the Board are held at the Registered Office of the Company at"Baid House" llnd Floor 1 Tara Nagar Ajmer Road Jaipur 302 006. During theyear under review 5 (Five) Board Meetings were held onl6.05.2015 07.08.2015 03.11.201521.01.2016 and 05.03.2016 the frequency of the meetings of the Board is in compliancewith the extant rules and regulations as applicable on the Company. All the Board membersand the senior management personnel have affirmed compliance with the Code of Conductduring the year ended on 31st March 2016.
DECLARATION OF INDEPENDENCE BY DIRECTORS
The Independent Non-Executive Directors of the Company have affirmed that theycontinue to meet all the requirements specified under sub-section (6) of section 149 ofCompanies Act 2013 in respect of their position as an "Independent Director" ofBaid Leasing and Finance Co. Ltd.
MANAGEMENT AND BOARD OF DIRECTORS
Mrs. Alpana Baid Director of the Company whose period is liable to retire by rotationpursuant to the provisions of the Companies Act 2013 retires by rotation in the ensuingAGM and being eligible offers herself for reappointment. During the year there was nochange in the Directors and KMP of the Company.
M/s. Khilnani & Associates Chartered Accountants (Firm Registration No. 005776C)Jaipur were appointed as Statutory Auditors to hold office till the conclusion of the29thAnnual General Meeting of Company subject to ratification from the members of theCompany every year. Ratification of their appointment for the financial year 2016-17 issought in the ensuing AGM.
The company has received consent from M/s. Khilnani & Associates CharteredAccountants to the effect that their appointment if made would be within the prescribedlimits under Section 139 of the Companies Act 2013 and that they are not disqualified forappointment within the meaning of Section 141 of the said Act. Accordingly the Board ofDirectors has recommended the ratification of appointment as Statutory Auditors.
The Financial Statements and the Auditor's Report for the financial year ended 31stMarch 2016 are self-explanatory and do not call for any further comments.
As per Section 204 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every Listed Company is required toappoint Secretarial Auditor to carry out Secretarial Audit of the Company. _
In consonance with the requirements of Section 204 of the Companies Act 2013 and rulesmade thereunderM/s V. M. & Associates Company Secretaries in Practice Jaipur wasappointed to conduct the secretarial audit of the Company for the financial year 2015-16.
Secretarial Audit Report issued by M/s V. M. & Associates Company Secretaries inPractice in respect of the secretarial audit of the Company for the financial year ended31st March 2016 is given in Annexure I to this Report.
The Secretarial Audit report for the financial year ended 31st March 2016is selfexplanatory and does not call forany further comments.
The Board has re-appointed M/s V. M. & Associates Company Secretaries in PracticeJaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Companyfor the financial year 2016-17.
Pursuant to Section 138 of Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 every Listed Company is required to appoint an Internal Auditor or a firm ofInternal Auditors to carry out Internal Audit of the Company.
In consonance with the aforementioned M/s Shiv Shankar Khandelwal & Co. CharteredAccountants Jaipur was appointed to conduct the Internal Audit of the Company for thefinancial year 2015-16.
The Board has re-appointed M/s Shiv Shankar Khandelwal & Co. CharteredAccountants Jaipur as the Internal Auditor of the Company for the financial year 2016-17.
LOANS. GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY
Pursuant to Section 186(11) of the Companies Act 2013 loans made guarantees given orsecurities provided or acquisition of securities by a Non Banking Financial Company in theordinary course of its business are exempted from disclosure in the Annual Report.
RELATED PARTY TRANSACTIONS
All the related party transactions that were entered during the financial year are doneon arm's length basis. Relevant Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 is given in Annexure II to thisReport.
SPECIAL BUSINESS AND POSTAL BALLOT
1. With the applicability of Companies Act 2013 most of the provisions in thearticles of the company are not in consonance with the extant rules and regulationtherefore the Board deems it fit and proper to adopt new set of Articles of Association ofthe Company details pertaining to the same are chalked out in the notice of 25th AGM.
1. During the year the Company obtained the consent of the shareholders by passingSpecial/Ordinary Resolution through Postal Ballot for the following matters:
Vide postal ballot notice dated May 162015-
to borrow money u/s 180 (1) (c) of the Companies Act 2013 upto a sum of Rs.2500000000/- (RupeesTwo Hundred and Fifty Crore Only)
to create mortgage or charge sell lease or otherwise dispose off the whole orsubstantially the whole of the undertaking of the company both present and future u/s 180(1) (a) of companies act 2013
Vide postal ballot notice dated March 52016-
Issue of 3955000 equity shares on preferential basis
Alteration of Article 4 of Articles of Association;
Increase the Authorized Share Capital and alteration of Capital Clause ofMemorandum of Association
The Company has developed and implemented a risk management policy which encompassespractices relating to identification assessment monitoring and mitigation of variousrisks to key business objectives. The Risk management framework of the Company seeks tominimize adverse impact of risks on our key business objectives and enables the Company toleverage market opportunities effectively.
The various key risks to key business objectives are as follows:
Liquidity Risk: It is the risk that the Company will be unable to meet its financialcommitment to a Bank/ Financial Institution in any location any currency at any point intime. Liquidity risk can manifest in three different dimensionsforthe Company.
Funding Risk: To replace net outflows due to unanticipated outflows.
Time Risk: To compensate for non receipt of expected inflows of funds.
Call Risk: Due to crystallization of contingent liabilities or inability to undertakeprofitable business opportunities when desirable.
Interest Rate Risk: It is the risk where changes in market interest rates mightadversely affect the Company's financial condition. The short term/immediate impact ofchanges in interest rates are on the Company's Net Interest Income (Nil). On a longerterm changes in interest rates impact the cash flows on the assets liabilities andoff-balance sheet items giving rise to a risk to the net worth of the Company arising outof all repricing mismatches and other interest rate sensitive positions.
NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy (the "Policy") applies to the Boardof Directors (the "Board") Key Managerial Personnel (the "KMP") andthe Senior Management Personnel of Baid Leasing and Finance Co. Ltd. (the"Company").
"Key Managerial Personnel" (KMP) means
(i) the Chief Executive Officer orthe Managing Director orthe Manager
(ii) the Company Secretary;
(iii) the Whole-time Director:
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed;
The term "Senior Management Personnel" means to include all members otherthan the Directors and KMPs of the Company who are members of management one level belowthe Executive Directors.
This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwith the applicable rules thereto and applicable clauses of SEBI LODR and includes formalevaluation framework of the Board.
The primary objective of the Policy is to provide a framework and set standards for thenomination remuneration and evaluation of the Directors Key Managerial Personnel andofficials comprising the senior management. The Company aims to achieve a balance ofmerit experience and skills amongst its Directors Key Managerial Personnel and SeniorManagement.
2.1 The Board is ultimately responsible for the appointment of Directors and KeyManagerial Personnel.
2.2 The Board has delegated responsibility for assessing and selecting the candidatesfor the role of Directors Key Managerial Personnel and the Senior Management of theCompany to the Nomination and Remuneration Committee which makes recommendations &nominations to the Board.
3. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is responsible for:
3.1 reviewing the structure size and composition (including the skills knowledge andexperience) of the Board at least annually and making recommendations on any proposedchanges to the Board to complement the Company's corporate strategy with the objective todiversify the Board;
3.2 identifying individuals suitably qualified to be appointed as the KMPs or in thesenior management of the Company;
3.3 recommending to the Board on the selection of individuals nominated forDirectorship;
3.4 making recommendations to the Board on the remuneration payable to the Directors /KMPs / Senior Officials so appointed / reappointed;
3.5 assessing the independence of independent directors;
3.6 such other key issues/matters as may be referred by the Board or as may benecessary in view of the SEBI LODR and provision of the Companies Act 2013 and Rulesthereunder.
3.7 to make recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract;
3.8 ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks;
3.9 to devise a policy on Board diversity;
3.10 to develop a succession plan forthe Board and to regularly reviewthe plan;
The Nomination and Remuneration Committee comprises of the following:
a) The Committee shall consist of a minimum 3 non-executive directors at leastone-half of them being independent.
b) Minimum two (2) members shall constitute a quorum forthe Committee meeting.
c) Membership of the Committee shall be disclosed in the Annual Report.
d) Term of the Committee shall be continued unless terminated by the Board ofDirectors.
a) Chairman of the Committee shall be an Independent Director.
b) Chairperson of the Company may be appointed as a member of the Commi ttee but shallnot be a Chairman of the Committee.
c) In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.
d) Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer the shareholders'queries.
COMMITTEE MEMBERS INTERESTS
a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.
b) The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.
a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.
b) In the case of equality of votes the Chairman of the meeting will have a castingvote.
4. Appointment of Directors/KMPs/Senior Officials
4.1 Enhancing the competencies of the Board and attracting as well as retainingtalented employees for role of KMP/ a level below KMP are the basis for the Nomination andRemuneration Committee to select a candidate for appointment to the Board. Whenrecommending a candidate for appointment the Nomination and Remuneration Committee hasregard to:
- assessing the appointee against a range of criteria which includes but not be limitedto qualifications skills regional and industry experience background and otherqualities required to operate successfully in the position with due regard for thebenefits from diversifying the Board;
- the extent to whicn the appointee is likely to contribute to the overalleffectiveness of the Board work constructively with the existing directors and enhancethe efficiencies of the Company;
- the skills and experience that the appointee brings to the role of KMP/SeniorOfficial and how an appointee will enhance the skill sets and experience of the Board as awhole;
- the nature of existing positions held by the appointee including directorships orother relationships and the impact they may have on the appointee's ability to exerciseindependent judgment;
4.2 Personal specifications:
- Degree holder in relevant disciplines;
- Experience of management in a diverse organization;
- Excellent interpersonal communication and representational skills;
- Demonstrable leadership skills;
- Commitment to high standards of ethics personal integrity and probity;
- Commitment to the promotion of equal opportunities community cohesion and health andsafety in the workplace;
- Having continuous professional development to refresh knowledge and skills.
5. Letters of Appointment
Each Director/KMP/Senior Officials is required to sign the letter of appointment withthe Company containing the terms of appointment and the role assigned in the Company.
6. Remuneration of Directors. Kev Managerial Personnel and Senior Management
The guiding principle is that the level and composition of remuneration shall bereasonable and sufficient to attract retain and motivate Directors Key ManagementPersonnel and other senior officials.
The Directors Key Management Personnel and other senior official's salary shall bebased & determined on the individual person's responsibilities and performance and inaccordance with the limits as prescribed statutorily if any.
The Nominations & Remuneration Committee determines individual remunerationpackages for Directors KMPs and Senior Officials of the Company taking into accountfactors it deems relevant including but not limited to market business performance andpractices in comparable companies having due regard to financial and commercial health ofthe Company as well as prevailing laws and government/other guidelines. The Committeeconsults with the Chairman of the Board as it deems appropriate. Remuneration of theChairman is recommended by the Committee to the Board of the Company.
a) Base Compensation (fixed salaries)
Must be competitive and reflective of the individual's role responsibility andexperience in relation to performance of day-to-day activities usually reviewed on anannual basis; (includes salary allowances and other statutory/non-statutory benefitswhich are normal part of remuneration package in line with market practices).
b) Variable salary:
The Committee may in its discretion structure any portion of remuneration to linkrewards to corporate and individual performance fulfillment of specified improvementtargets or the attainment of certain financial or other objectives set by the Board. Theamount payable is determined by the Committee based on performance against pre-determinedfinancial and non-financial metrics.
(ii) Statutory Requirements:
Section 197(5) provides for remuneration by way of a fee to a director for attendingmeetings of the Board of Directors and Committee meetings or for any other purpose as maybe decided by the Board.
Section 197(1) of the Companies Act 2013 provides for the total managerialremuneration payable by the Company to its directors including managing director andwhole time director and its manager in respect of any financial year shall not exceedeleven percent of the net profits of the Company computed in the manner laid down inSection 198 in the manner as prescribed undertheAct.
The Company with the approval of the Shareholders and Central Government may authorisethe payment of remuneration exceeding eleven percent of the net profits of the companysubject to the provisions of Schedule V.
The Company may with the approval of the shareholders authorise the payment ofremuneration upto five percent of the net profits of the Company to its anyone ManagingDirector/Whole Time Director/Manager and ten percent in case of more than one suchofficial.
The Company may pay remuneration to its directors other than Managing Director andWhole Time Director upto one percent of the net profits of the Company if there is amanaging director or whole time director or manager and three percent of the net profitsin any other case.
The net profits for the purpose of the above remuneration shall be computed in themanner referred to in Section 198 of the Companies Act 2013.
6.1 The Independent Directors shall not be entitled to any stock option and may receiveremuneration by way of fee for attending meetings of the Board or Committee thereof or forany other purpose as may be decided by the Board. The sitting fee to the IndependentDirectors shall not be less than the sitting fee payable to other directors.
6.2 The remuneration payable to the Directors shall be as per the Company's policy andshall be valued as perthe IncomeTax Rules.
6.3 The remuneration payable to the Key Managerial Personnel and the Senior Managementshall be as may be decided by the Board having regard to their experience leadershipabilities initiative taking abilities and knowledge base.
FORMAL ANNUAL EVALUATION
The evaluation/assessment of the Directors KMPs and the senior officials of theCompany is to be conducted on an annual basis and to satisfy the requirements of theCompanies Act 2013.
The following criteria assist in determining how effective the performances of theDirectors/KMPs/ Senior officials have been:
Leadership & stewardship abilities;
Contributing to clearly define corporate objectives & plans;
Communication of expectations & concerns clearly with subordinates;
obtain adequate relevant & timely information from external sources;
review & approval achievement of strategic and operational plansobjectives budgets;
regular monitoring of corporate results against projections;
identify monitor & mitigate significant corporate risks;
assess policies structures & procedures;
direct monitor & evaluate KMPs senior officials;
review management's succession plan;
effective meeti ngs;
assuring appropriate board size composition independence structure;
clearly defining roles & monitoring activities of committees;
review of corporation's ethical conduct.
Evaluation on the aforesaid parameters was conducted by the Independent Directors foreach of the Executive/Non-Independent Directors in a separate meeting of the IndependentDirectors.
The Board evaluated/assessed each of the Directors along with its own performance andthat of the committees on the aforesaid parameters.
ASSOCIATE COMPANIES AND SUBSIDIARY COMPANIES
During the year under review there was no associate and subsidiary Company.
The Company has not invited or accepted any fixed deposit from the public during theyear under review.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding of assets of the Company and ensuring compliance with corporate policies. TheAudit Committee reviews adherence to internal control systems and internal audit reports.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of 3 (three) Non-executive &lndependent Directors andas on March 312016 was chaired by Mr. MuditSinghi.
The details of the composition of the Committee are set out in the following table:
|Name of Member ||Category ||Category |
|Mr. Mudit Singhi DIN: 03171115 ||Non-Executive & Independent Director ||Chairman |
|Mr. Binod Kumar Choraria DIN: 00104267 ||Non-Executive & Independent Director ||Member |
|Mr. Monu Jain DIN: 02609467 ||Non-Executive & Independent Director ||Member |
TERMSOF REFERENCE OF AUDIT COMMITTEE:
The terms of reference of the Audit Committee inter alia include the following:
the recommendation for appointment remuneration and terms of appointment ofauditors of the Company;
review and monitorthe auditor's independence and performance and effectivenessof audit process;
examination of the financial statement and the auditor's report
approval or any subsequent modification of transactions of the Company withrelated parties;
scrutiny of inter-corporate loans and investments;
valuation of undertakings or assets of the Company wherever it is necessary;
evaluation of internal financial controls and risk management systems;
monitoring the end use of funds raised through public offers and relatedmatters.
The Board adopted and implemented the vigil mechanism/whistleblower policy that adoptsglobal best practices. We have established a vigil mechanism for Directors and employeesto report concerns and unethical behavior actual or suspected fraud or violation of ourcode of conduct and ethics. It also provides for adequate safeguards against thevictimization of persons who use such mechanism and make provision for direct access tothe chairperson of the Audit Committee in exceptional cases.
The functioning of the vigil mechanism is reviewed by the Audit Committee from time totime. Further no personnel has been denied access to the audit committee as per Securitiesand Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations2015 ("SEBI LODR"). Also there were no whistle blower event reported during theperiod under review.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS ANDOUTGO
The operations of your company are not energy intensive. Furthermore the Companybeing a non-banking finance company (NBFC) does not have any manufacturing activity Thedirectors therefore have nothing to report on 'conservation of energy and technologyabsorption'. However the Company is taking initiatives for conservation of energy.
The particulars relating to foreign exchange earnings and outgo are NIL.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to subsection 3 (c) of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that:
i. in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
ii. 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 and loss of the company forthat period;
iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts on a going concern basis;
v. 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;
vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16
Numberof complaints received: NIL
Number of complaints disposed off: NIL
EXTRACT OF THE ANNUAL RETURN
Relevant extract of annual return inform no. MGT-9 as on the financial year ended onMarch 312016 is given in Annexure III to this Report.
(A) None of the employees of the company was in receipt of the remuneration exceedingthe limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies(Appointment and Remuneration of Managerial Personnel) of the Companies Act 2013 duringthe year under review.
(B) The ratio of the remuneration of each director to the median employee'sremuneration and
other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this report as Annexure IV. .
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis report pursuant to SEBI LODR forms part of theAnnual Report for the Financial Year 2015-16 which is presented elsewhere.
CORPORATE GOVERNANCE REPORT
As per the SEBI LODR compliance with the provisions of regulation 17 through 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV is not mandatory for the time being in respect of the following class of companies:
a. Companies having paid up equity share capital not exceeding Rs.10 crore and NetWorth not exceeding Rs.25 crore as on the last day of the previous financial year;
b. the listed entity which has listed its specified securities on the SME Exchange;
As such our Company falls in the ambit of aforesaid exemption (a);consequentlyCorporate Governance Report does not forms part of the Annual Report for the FinancialYear 2015-16. However the company is following industry best corporate governancestandards.
LISTING OF SECURITIES
At present the Equity shares of the company are listed with the Bombay Stock ExchangeLimited and the listingfee for the year 2015-16 has been duly paid.Scrip code of theCompany is 511724.
Your Board acknowledges with appreciation the invaluable support provided by theCompany's stakeholders auditors advisors and business partners all its customers fortheir patronage. Your Board records with sincere appreciation the valuable contributionmade by employees at all levels and looks forward to their continued commitment to achievefurther growth and take up more challenges that the Company has s :t for the future.
|DATE: 07.05.2016 ||FOR AND ON BEHALF OF THE BOARD |
|PLACE: JAIPUR || |
| ||Sd/- |
| ||PANNA LAL BAID |
| ||(Chairman and Managing Director) |
| ||DIN: 00009897 |