The Members of
Bhagyashree Leasing and Finance Limited Pune
Your Directors present the 23rd Annual Report together with the Auditedfinancial Statements of the Company for the year ended on 31st March 2017.
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 Report is clubbed elsewhere and has to be read as a part ofdirectors' report.
1. FINANCIAL RESULTS:
The Financial Results for the year 1sl April 2016 to 31st March2017 are as under.
(Amounts in Rupees)
|Particulars ||Current Year ||Previous Year |
| ||2016-17 ||2015-16 |
|Total Income || ||... |
|Depreciation ||- ||- |
|Total Expenses excluding Depreciation ||501767.00 ||546190.00 |
|Profit / (Loss) before Tax (PBT) ||(501767.00) ||(546190.00) |
|Profit / (Loss) after Tax (PAT) ||(501767.00) ||(546190.00) |
The Company has not earned any income during the year and expenses incurred are Rs.501767/- against the previous year expenditure of Rs. 546190/-. Compared to previousyear the loss has decreased by 8.13%.
2. STATE OF COMPANY'S AFFAIRS:
The Company has not earned any income during the financial year under review. TotalExpenses incurred during the year was Rs. 501767/- including depreciation due to whichthe Company incurred total loss of Rs. 501767/-. The Company is looking forward for goodopportunities in near future.
3. CHANGE IN NATURE OF BUSINESS IF ANY:
During the year there was no change in the nature of business of the Company."
4. DIVIDEND & RESERVES:
Dividend: In the absence of profits your Directors are unable to recommend dividendfor the period under review.
Reserves: The Company do not transfer any amount to reserves.
During the period under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Rules made there under.
6. SHARE CAPITAL
The Authorized Capital is Rs. 35100000/- and paid-up capital is Rs. 35001000/-.The Company has not issued any capital during the year.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Changes in the composition of the Board Of Directors :
Pursuant to the provisions of Section 152 (6) (C) of the Companies Act 2013 Smt.Ranjana Jain Director is liable to retire by rotation and being eligible otter herself forre-appointment.
Mr. Manoj Shah director of the Company has resigned from directorship w.e.f. 16thJune 2017.Mr. Mangesh Gulunjkar has been appointed as an additional director in place ofMr. Manoj Shah.
Mr. Rajas Jain Mr. Ameya Jain Mr. Ashok Paleasha and Mr. Harish Chopada are notliable to retire by rotation.
Mr. Rajas Jain is a CEO and Mr. Ameya Jain is a CFO of the Company b) Committees ofthe Board:
The Board of Directors have constituted following committees in order to effectivelycater its duties towards diversified role under the "the Act" and Equity ListingAgreement with the Stock Exchanges and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 ("Listing Regulations''):- Audit Committee;
- Stakeholders Relationship Committee;
- Nomination and Remuneration Committee;
Details of the constitution terms of references of each Committee and number ofmeetings attended by individual director etc. are provided in the Corporate GovernanceReport.
8. MANAGEMENT DISCUSSION AND ANALYSIS (MD and A)
Your Company is a private sector Non Banking Financial Company primarily involved inthe business of investment in securities. The Company has not earned any income during thefinancial year under review. Total Expenses incurred during the year was Rs. 501635/-including depreciation due to which the Company incurred total loss of Rs. 501767/-.
The operations of the Company continue to be focused on Investment. The Directors arevery much optimistic about further improvement in performance during the current year.
RISK AND CONCERNS:
Your Company is exposed to competitive business and environmental risks includinginterest rate volatility economic cycles market risk and credit risk. Your Directors aremanaging these risks by maintaining a conservative financial profile and by followingprudent business and management practices.
ADEQUATE AND INTERNAL CONTROL:
A proper and adequate system of internal controls has been set up by the company toensure that all activities are monitored and controlled against any unauthorized use ordisposition of assets. Further it has been ensured that all the transactions areauthorized recorded and reported correctly.
HUMAN RESOURCE DEVELOPMENT:
The Company has not appointed any employee in this financial year.
9. CORPORATE GOVERNANCE:
The Company has in place a system of Corporate Governance. A separate report onCorporate Governance forming part of the Annual Report of the Company is annexed hereto asAnnexure 1. A certificate from the Statutory Auditors regarding compliance of conditionsof Corporate Governance as stipulated under Corporate Governance Clause of the ListingObligations and Disclosure Requirements Regulation 2015 is annexed to the report onCorporate Governance.
10. 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; and
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(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.
M/s RSVA & Co Chartered Accountants Statutory Auditors of the Company havingregistration number FRN No. 110504W were appointed for the period of five years from theconclusion of Annual General meeting of 2013-2014 till the conclusion of the Sixth AnnualGeneral Meeting for the financial year ended 31s' March 2019 subject to theratification of the members at every general meeting. Accordingly they hold office tillthe conclusion of the ensuing Annual general meeting; subject to ratification of theirre-appointment by shareholders.
The Company has received a certificate from the statutory auditors to the effect thatthey are eligible for re-appointment in terms of Section 141 of the Companies Act 2013. Ifre-appointed M/s RSVA & Co. Chartered Accountants shall hold office for theremaining term of Two years from the conclusion of ensuing Annual General Meeting till theconclusion of fifth following Annual General Meeting for the financial year ended 31s1March 2019. The Shareholders are requested to pass the necessary resolution enablingre-appointment of the Auditors as aforesaid.
12. AUDITORS' REPORT:
The Auditors' Report on the Accounts of the Company for the period under review is self- explanatory and requires no comments.
13. PARTICULARS OF EMPLOYEES:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of employees is not required as the Company has noemployees who received the remuneration in excess of limits specified prescribed undersection 197 of the Companies Act 2013. *
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year five Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
Meeting Of Independent Directors:
Independent Directors of the Company met on March 31 2017 to review the performanceof nonindependent directors the Board as a whole and the Chairman of the Company andassess the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board effectively and reasonablyperform their duties.
15. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.
16. DECLARATION BY INDEPENDENT DIRECTORS:
All independent directors of the Company have given declaration under section 149(7) ofthe Companies Act 2013 stating that they meet the criteria of independence as providedin sub-section (6) of Section 149 of the Companies Act 2013 and as defined underRegulation 16 of SEBI (Listing Obligations and Disclosure Requirements) 2015.
17. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
18. MANAGERIAL REMUNERATION:
Disclosure as per Section 197(12) of the Companies Act 2013 and Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notannexed as none of the directors as well as KMP draw any remuneration.
19. DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary and Associate Company.
20. SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Act and Rules made there under M/s. SNA &Associates Practicing Company Secretary have been appointed as Secretarial Auditors ofthe Company. The report of the Secretarial Auditors is enclosed as Annexure 2 to thisreport.
Reserved Remarks in the Report:
(i) According to the documents papers correspondences shown to us Five Lacs Sharesout of the total paid-up capital of the company are pending for listing at BSE Ltd.
(ii) All the information which Is required be displayed/uploaded on the company'swebsite under listing agreement could not be availed as the company has not developed itsown website.
(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 compoundingapplication with Securities and Exchange Board of India (SEBI) and the said application isin progress till date. The Board is hopeful to receive the order in coming year 2017-2018and resolve the issue.
(ii) The company is under process to develop its own website. *
21. INTERNAL AUDIT & CONTROLS:
The Company is in process of appointing internal auditors of the Company. However thefinance department review the processes for safeguarding the assets of the Company alsoreview the operational efficiency effectiveness of systems and processes and assessingthe internal control strengths in all areas.
22. VIGIL MECHANISM:
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.
23. RISK MANAGEMENT POLICY:
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.
24. CODE OF CONDUCT COMPLIANCE:
A declaration signed by the Managing Director affirming compliance with the Company'sCode of Conduct by the Directors and Senior Management for the Financial Year 2016-17 asrequired under
Schedule V(D) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 is included in the Corporate Governance Report.
25. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure 3 .
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN 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.
27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are ho 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.
28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has adopted adequate procedures for ensuring the internal financialcontrols. The Company adheres best practices for safeguarding its assets the preventionand detection of frauds and errors and timely preparation of reliable and accuratefinancial information.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has note entered into related party transaction hence the disclosure inForm AOC 2 in not required.
31. PARTICULARS OF LOAN GUARANTEES INVESTMENTS:
During the year under review the Company has not made any investments or given loan orprovided security or guarantees falling under the provisions of Section 186 of the"the Act".
32. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not required to form CSR committee as it does not fall under thecategory of CSR. Also the Company is not required to incur any expenditure towards CSR asit has incurred loss for last 3 financial years. The disclosures as per Rule 9 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 is not required.
33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
34. COST AUDIT:
As per the Cost Audit Rules Cost Audit is not applicable to any of the Company'sproducts/ business of the Company for F.Y. 2016-17.
35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Conservation of Energy:
Your Company's operations involve low energy consumption. The Company strives toconserve energy on continuous basis;
Technology Absorption Adaptation and Innovation:
The Company is constantly developing and adopting modern technologies and standards togrow its competitive advantage to serve better its clients and improve their productivityand performance.
Research and Development:
The Company has not undertaken any R & D Activity in any specific area during theyear under review and hence no cost has been incurred towards the same.
Foreign Exchange Earning and Outgo:
The Company has neither earned nor spent any foreign exchange during the year.
Your Directors are placed on record their sincere gratitude to the Government Bankersand business constituents for their continued and valuable co-operation and support to theCompany.
| ||For and on behalf of the Board || |
| ||For Bhagyashree Leasing and Finance Limited || |
| ||Sd /- ||Sd/- |
|Place: Pune ||(Rajas Jain) ||(Ameya Jain) |
|Date: 30.05.2017 ||Director & CEO ||Director & CFO |
| ||DIN: 00037599 ||DIN: 01947076 |