The Members of
Bhagyashree Leasing and Finance Limited (the "Company")
Your Directors present their 28th Annual Report together with theAudited Financial Statements of the Company for the financial year ended on March 31st2022.
Directors have tried to maintain coherence in disclosures and flow of the informationby clubbing required information topic-wise and thus certain information which isrequired in Directors Reports clubbed elsewhere and has to be read as a part of Directors'Report.
The financial results of the Company for the financial year under review as compared tothe previous year are as under:
| || ||(Rupees in INR) |
|Particulars ||Year ended 31.03.2022 ||Year ended 31.03.2021 |
|Total Income ||1909253 ||1509579 |
|Total Expenses ||979816 ||881012 |
|Profit/(Loss) before tax ||929437 ||628568 |
|Deferred Tax ||(496406) ||(392491) |
|Profit after tax ||433032 ||236077 |
PERFORMANCE OF THE COMPANY
During the year under review there is no revenue from the main business activity ofthe Company;
Your Directors are positive that in the foreseeable future the Company will begin itsoperations and establish itself in the market as soon as possible.
STATE OF COMPANY'S AFFAIRS
Your Company has earned revenue from other sources of Rs. 1909253/- as againstRs. 1509579/- in the previous year resulting in an increase of about 26.47%.Further the Net Profit after Tax has also increased to Rs. 433032/- in thecurrent year from Rs.236077/- in the previous year resulting in an increase ofalmost 83.42%.
As the Company has not earned any revenue from operations it has been taking measuresto adopt suitable business practices and looking forward to good opportunities in the nearfuture.
CHANGE IN THE NATURE OF BUSINESS
The Company has not changed its nature of business during the period under review i.e.Financial Year 2021-22.
Your Directors does not recommend the dividend for the period under review.
During the year the Company has not transferred any amount to any of its reserves. Theoutstanding balance of reserves of the Company is as follows-
|Reserves ||Amount (in Rs. actual) |
|Capital Reserves ||970000 |
|Statutory Reserves ||20168 |
During the year under report your Company has not accepted any deposit from the publicpursuant to the provisions of Section 73 to 76A of the Companies Act 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Composition of the Board of Directors:
a) Retirement of director by rotation:
Pursuant to the provisions of Section 152 (6) (C) of the Companies Act 2013 Mr. RajasJain (DIN: 00037599) Director of the Company is liable to retire by rotation at theforthcoming AGM and being eligible offers himself for re-appointment.
Except above there is no change in the Composition of the Board during the reportingperiod.
KEY MANAGERIAL PERSONNEL
Mr. Rajas Jain is a Chief Executive Officer and Mr. Ameya Jain is a Chief FinancialOfficer of the Company.
During the year Mr. Nilesh Gawali has been appointed as Company Secretary of theCompany with effect from 07thFebruary 2022.
BOARD OF DIRECTORS
Further as on March 31 2022 the Board is comprised of four members consisting oftwo executive directors one non-executive director and one Independent Director Anindependent director is the chairperson of Stakeholder's Relationship Committee.
As required under Section 149(3) of the "the Act" Mrs. Ranjana Jain (DIN00035305) a Woman director is on Board designated as Woman Director.
B. BOARD MEETINGS HELD DURING THE YEAR:
The Board meets at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company. Minimum fourBoard meetings are held every year. Additional meetings can be held to address specificneeds of the Company.
During the Financial Year 2021-22 the Board of Directors met four times i.e. on June28 2021 August 12 2021 November 12 2021 and February 07 2022.
Board Meetings held during the Year
|Sr. No. ||Dates on which Board Meetings were held ||Total Strength of the Board ||No. of Directors present |
|1. ||June 28 2021 ||4 ||4 |
|2. ||August 12 2021 ||4 ||4 |
|3. ||November 12 2021 ||4 ||4 |
|4. ||February 07 2022 ||4 ||4 |
C. COMPOSITION OF THE BOARD AND DIRECTORSHIP HELD DURING THE YEAR 2021-22 AND NO OFMEETINGS ATTENDED:
|Name of the Director ||Category || |
Attendance of Meeting during 2021-22
|No of Director ship in other public limited Companies || |
No of Membership Chairmanship board Committees of the other Companies
|Share holding of the Director |
| || ||Board Meeting ||Last AGM || ||As Chairman ||As Member || |
|Ranjana Jain ||Non-Executive (Non Independent) ||4 ||Yes ||Nil ||Nil ||Nil ||799670 |
|Rajas Jain ||Executive Director ||4 ||Yes ||Nil ||Nil ||Nil ||271295 |
|Ameya Jain ||Executive Director ||4 ||Yes ||Nil ||Nil ||Nil ||Nil |
|Mangesh Gulunjkar ||Non-Executive (Independent) ||4 ||Yes ||Nil ||Nil ||Nil ||Nil |
COMMITTEES OF THE BOARD:
Pursuant to the "the Act" and Equity Listing Agreement with the StockExchange the Company requires to constitute below mentioned committees in order toeffectively cater its duties and comply with the provisions as required.
- Audit Committee;
- Stakeholders Relationship Committee;
- Nomination and Remuneration Committee;
Details of the constitution terms of references of each Committee and numberofmeetings attended by individual member etc. are provided below.
A. AUDIT COMMITTEE:
Pursuant to the provision of section 177 of the Companies Act 2013 the Company isrequired to constitute Audit Committee.
As on March 31 2022 the Company was unable to reconstitute the Audit Committee.
B. NOMINATION AND REMUNERATION COMMITTEE [NRC]:
Pursuant to the provisions of section 178 of the Companies Act 2013 the Company isrequired to constitute Nomination and Remuneration Committee.
As on March 31 2022 the Company was unable to reconstitute the Nomination andRemuneration Committee.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC):
Pursuant to the provisions of section 178 of the Companies Act 2013 the Company has aStakeholders Relationship Committee. This Committee was constituted to specifically lookinto the shareholders' and investors' complaints on matters relating to transfer ofshares non-receipt of annual report non-receipt of dividend payment of unclaimeddividends etc.
i) Composition of the SRC is as below:
The stakeholder's relationship committee ("the Committee") comprised oneindependent director and two executive directors as on March 312022:
|Sr. No. ||Full Name ||Category |
|1 ||Mangesh Gulunjkar ||Chairman |
|2 ||Rajas Vimalkumar Jain ||Member |
|3 ||AmeyaInder Jain ||Member |
ii) Meetings and Attendance
During the year the Committee met only once i.e. on February07 2022. The attendanceof the members of the Committee is given below:
|Sr. No. ||Full Name of the Members ||Designation ||No. of Meetings Held ||No. of Meetings Attended |
|1 ||Mangesh Gulunjkar ||Chairman and Member ||1 ||1 |
|2 ||Rajas Vimalkumar Jain ||Member ||1 ||1 |
|3 ||AmeyaInder Jain ||Member ||1 ||1 |
The minutes of the SRC Meeting held on February 07 2022 was noted by the Board ofDirectors of the Company at the subsequent Board Meeting.
iii) Brief description of terms of reference:
The Committee reviews the performance of the Company's Registrar and Transfer Agent andalso recommends the Board measures for overall improvement for better investor services.
iv) Roles & objectives:
To look into complaints of shareholders and investors pertaining totransfer/transmission of shares non-receipt of share certificates non-receipt ofdividends non-receipt of Annual Reports issue of duplicate share certificates and othermiscellaneous complaints.
The Committee is responsible for satisfactory redressal of investors'complaints.
v) Shareholders Complaints Status
|Number of shareholders complaints received so far; ||Nil |
|Number not solved to the satisfaction of shareholders; ||Nil |
|A number of pending complaints. ||Nil |
GENERAL BODY MEETINGS:
a) The details of the last three Annual General Meetings (AGM') are givenbelow:
|Financial Year ||General Meeting ||Location ||Date ||Time |
|2020-21 ||27th AGM ||2413 Kumar Capital 1st Floor East Street Camp Pune 411001 ||30.09.2021 ||3.30 P.M. |
|2019-20 ||26th AGM ||2413 Kumar Capital 1st Floor East Street Camp Pune 411001 ||30.09.2020 ||03.30 P.M. |
|2018-19 ||25th AGM ||2413 Kumar Capital 1st Floor East Street Camp Pune 411001 ||30.09.2019 ||3.30 P.M. |
DECLARATION BY INDEPENDENTDIRECTORS
The Independent Director has submitted declaration of independence as required undersection 149(7) of the Act stating that he meets the criteria of independence as providedin section 149(6) of the Act as amended and Regulation 16 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (the SEBI Listing Regulations') asamended.
The Board took on record the declaration and confirmation submitted by the IndependentDirectors regarding the prescribed criteria of independence after undertaking a dueassessment of the veracity.
Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance. The performance evaluation ofthe Directors was completed during the year under review.
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Director and Non-Executive Director. The Board of Directorsexpressed their satisfaction with the evaluation process.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review on the operations and performance of the Company and its business isgiven in the Management Discussion and Analysis which forms part of this Annual Report asANNEXURE I.
The Company's philosophy on corporate governance is to ensure fairness to thestakeholders empowerment of employees and collective decision-making and customersdelight through transparency full disclosures and business ethics in discharge of itscorporate responsibilities.
The Company has in place a system of Corporate Governance.
Further your Company has availed the exemption provided under regulation 15(2)(a)ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) hencea separate report on Corporate Governance as per regulation 34 of LODR is not attached tothis Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Act:
i) that in the preparation of the Annual Accounts for the year ended March 31 2022the applicable accounting standards have been followed;
ii) 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 as at March 31 2022 and of the profitand loss of the Company for the year ended on that date;
iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) The annual accounts have been prepared on a going concern basis;
v) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
a) STATUTORY AUDITORS
M/S SPAK & Co. Chartered Accountants (FRN: 139877W) were appointed as theStatutory Auditors of the Company at the 27th Annual General Meeting (the"AGM") held on September 30 2021for a period of 5 years commencing from theconclusion of 27th AGM until the conclusion of the 32nd AGM to beheld during the calendar year 2026.
b) SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Amit M. Diwate Practicing Company Secretary to undertake theSecretarial Audit of your Company. The Report of the Secretarial Audit is annexed as ANNEXUREII.
Reserved Remarks in the Secretarial Report:
(i) According to the documents papers correspondences shown to us 500000 (FiveLacs) Shares out of the total paid-up capital of the company are pending for listing atBSE Ltd.
(ii) All the information which is required be displayed/uploaded on the company'swebsite under the listing agreement could not be availed as the company has not developedits own website.
(iii) The company has not submitted returns/forms/reports as applicable to Non-BankingFinancial Company as per Guidelines notifications Master Circulars etc. issued by theReserve Bank of India in connection with NBFCs time to time.
(i) The Company had filed an application with BSE for listing of 500000 Equity sharesin 2001. In 2013 the Company received directives from BSE Ltd to obtain an order fromSecurities and Exchange Board of India (SEBI) for compounding of offence occurred whileissue of 500000 Equity Shares. Accordingly the Company has filed compounding applicationwith Securities and Exchange Board of India (SEBI) and has received the order. The Companyhas applied with BSE Limited for the listing of the same and is in process.
(ii) The company is under process to develop its own website.
(iii) The Company is in the process of complying with submission of NBFC returnsapplicable to it.
c) COST AUDIT
As per the Cost Audit Rules Cost Audit is not applicable to any of the Company'sproducts/ business of the Company for the financial year 2021-22.
REPORTING OF FRAUDS BY THE AUDITORS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Board under Section 143 (12) of Act and Rules framedthereunder.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meetings and General Meetings.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has appointed M/s. M D S & Co. LLP Chartered Accountants Punehaving firm registration number (FRN: W100118) as the Internal Auditors of the Company forthe financial year under review who had taken the adequate measures to review theprocesses for safeguarding the assets of the Company also reviewed the operationalefficiency the effectiveness of systems and processes and assessing the internal controlstrengths in all areas.
The Board is responsible for establishing and maintaining adequate internal financialcontrol with reference to the financial statements of the Company as per section 134 ofthe Companies Act 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules 2014.
The Board has laid down process designed by the company's principal executive andprincipal financial officers to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financialcontrol over financial reporting includes those policies and procedures that
1. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;
2. provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorizations of management and directors of the Company; and
3. Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.
Internal Financial Controls have also been evaluated by the Statutory Auditors M/s.SPAK& Co. Chartered Accountants (FRN: 139877W) and forms part of this AnnualReport.
Your Company has put in place a mechanism to inform the Board about the risk assessmentand minimization procedures and undertakes periodical review of the same to ensure thatthe risks are identified and controlled by means of a properly defined framework. Inaddition to this constant monitoring of processes analyzing of various parameterscredit risk management is also used to improve the risk management.
CODE OF CONDUCT COMPLIANCE
A declaration signed by the Chief Executive Officer affirming compliance with theCompany's Code of Conduct by the Directors and Senior Management for the Financial Year2021-22 as required under Schedule V (D) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is required to be included in the Corporate GovernanceReport.
Further as the Company has availed the exemption provided under regulation 15(2)(a)ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) aseparate report on Corporate Governance as per regulation 34 of LODR is not required to beattached to this Annual Report and hence the Company is not required to give declarationas required from the chief executive officer affirming compliance with the Company's Codeof Conduct is not included.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONSIN FUTURE
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has a Prevention of sexual harassment policy. There were no complaintsreceived or pending during the financial year 2021-22.
a. number of complaints filed during the financial year- Nil
b. number of complaints disposed of during the financial year- Nil
c. number of complaints pending as on end of the financial year- Nil
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the reporting period your Company has not entered into any related partytransactions referred to in Section 188(1) of the Companies Act 2013. Hence thedisclosure in form AOC-2 is not applicable.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Your Company being a Non-Banking Financial Company section 186 of the Act with respectto advancing of loan is not applicable to it. Further it has not given any guarantee orprovided securities or made investments which falls under Section 186 of the Act.
RATIO OF THE REMUNERATION OF THE DIRECTORS TO THE MEDIAN EMPLOYEES UNDER SECTION 197 OFTHE COMPANIES ACT 2013
As at the end of the financial year 2021-22 there were no employees in the Companyexcept the Chief Executive Director Chief Financial Officer and the Company Secretary. Assuch there are no details/ declarations to be given under this end for the financial yearended under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review the Compliance of CSR under section 135 of the Act is notapplicable to the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy and Technology Absorption:
Considering the nature of the business there is nothing to be reported under the headconservation of energy and technology. Nevertheless the Company is taking a due care tocontrol unnecessary usage of electricity.
Foreign Exchange Earnings and Outgo:
The Company has neither earned nor spent any foreign exchange during the year.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary/joint venture/associate company at the end ofthe financial year. Hence the details pursuant to the provision of Section 129(3) need notto be given.
REASON FOR SUSPENSION OF SECURITIES FROM TRADING
The Securities of the Company are restricted for trading on account of GSM.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016)
Your Company neither made any application nor any proceeding is pending under theInsolvency and Bankruptcy Code 2016 during the year.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF
Your Company has not obtained any one time settlement of loan from the Banks orFinancial Institutions.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
Your Directors have placed on record their sincere gratitude to the Government Bankersand business constituents for their continued and valuable co-operation and support to theCompany.
|On behalf of the Board of Directors || |
|For BHAGYASHREE LEASING AND FINANCE LIMITED || |
|RAJAS JAIN ||AMEYA JAIN |
|DIRECTOR & CEO ||DIRECTOR& CFO |
|DIN: 00037599 ||DIN: 01947076 |
|Date: August 10 2022 || |
|Place: Pune || |