The Directors take pleasure in presenting the 33rd Annual Report togetherwith the Audited financial statements for the year ended March 31 2017.
FINANCIAL PERFORMANCE :
The summarized Financial Result of the company is given below:
FINANCIAL RESULT (IN RUPEES)
|PARTICULARS ||2016-2017 ||2015-2016 |
|Sales and other income ||16092565 ||15016555 |
|Earnings before interest tax and depreciation ||689152 ||273439 |
|Interest / Finance charges ||11195 ||7507 |
|Depreciation ||304254 ||90334 |
|Profit before taxation ||373703 ||175598 |
|Taxation ||283720 ||155335 |
|Profit for the year ||89983 ||20263 |
REVIEW OF FINANCIAL RESULTS :
Your Company's PBT has increased to Rs. 373703/- for the period under review fromRs.175598/- of previous financial year. Your Company has a Net Profit of Rs. 89983/-for the year under review against the Net profit Rs. 20263/- of previous year.
The Board of Directors of your Company have not recommended payment of dividend as itis proposed to retain and plough back the profits into the business of the Company.
The Company has not transferred any amount to special reserve from reserves.
SHARE CAPITAL :
The paid up Equity Share Capital as on March 31 2017 was Rs. 116023400. During theyear under review the Company has not issued any shares including shares withdifferential voting rights nor granted stock options nor sweat equity.
EXTRACT OF ANNUAL RETURN :
An extract of Annual Return for the year ended March 31 2017 as prescribed in section134(3)(a) and section 92(3) of the Companies Act 2013 read with rule 12 of the Companies(Management and Administration) Rules 2014 is attached in Form MGT-9 as "AnnexureA".
NUMBER OF BOARD MEETINGS
The Board of Directors met seven (7) times in the year 2016-2017. The details of theboard meetings and the attendance of the directors are provided in the CorporateGovernance Report.
The Audit Committee met five (5) times in the year 2016 - 2017. The details of theAudit Committee and the attendance of its members are provided in the Corporate GovernanceReport. The role terms of reference authority and powers of the audit committee are inconformity with Section 177 of the Companies Act 2013.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee met Four (4) times in the year 2016-2017. Thedetails of the Nomination and Remuneration Committee and the attendance of the members areprovided in the Corporate Governance Report.
SHARE TRANSFER COMMITTEE
The Share transfer Committee met four (4) times in the year 2016-2017. The details ofthe Share transfer Committee and the attendance of its members are provided in theCorporate Governance Report.
STAKEHOLDERS' GRIEVANCE CUM STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee met three (3) times in the year 20162017. Thedetails of the Stakeholders Relationship Committee and the attendance of its members areprovided in the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
As per the provisions of Section 186 of the Companies Act 2013 details regardingLoans Guarantees and Investments are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTION
There is no Contracts or Arrangements entered with related party as referred to insection 188(1) of the Companies Act 2013 in Financial Year 2016-2017.
EXPLANATION OF AUDITORS REPORT
The observations of the Statutory Auditors in their report read with the relevantnotes to the financial statement are self explanatory.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the companyhave been occurred between the end of financial year and the date of report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT 2013
Conservation of Energy: Since the Company is not engaged in any manufacturingactivity issues relating to conservation of energy and technology absorption are notquite relevant to its functioning.
Technology absorption: The Company has not imported any technology. Hence theparticulars with respect to efforts made towards technology absorption and benefitsderived etc. are not applicable to the Company.
Export Activities: There was no export activity in the Company during the yearunder review. The Company is not planning any export in the near future as well.
Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings andoutgo during the year under review.
Your Company does not have any subsidiary / subsidiaries within the meaning of theCompanies Act 2013.
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website www.deltaleasing.in:
1. Code of Conduct and Ethics
2. Vigil's Mechanism Policy
3. Risk Management Policy
4. Policy for determination of Materiality for disclosure of events or information.
5. Policy for preservation of Documents.
6. Archival Policy for disclosures hosted on the website beyond period of five years.
VIGIL MECHANISM POLICY
Pursuant to Regulation 22 of SEBI Listing Regulations your Company has established amechanism called 'Vigil Mechanism (Whistle Blower Policy) for directors and employees toreport to the appropriate authorities of unethical behavior actual or suspected fraud orviolation of the Company's code of conduct or ethics policy and provides safeguardsagainst victimization of employees who avail the mechanism. The policy permits all thedirectors and employees to report their concerns directly to the Chairman of the AuditCommittee of the Company.
RISK MANAGEMENT POLICY
In accordance with Regulation 17(9) the SEBI (LODR) Regulations 2015 the Board memberswere informed about risk assessment and minimization procedures after which the Boardformally adopted steps for framing implementing and monitoring the risk management planfor the company.
The Company has a robust Risk Management framework to identify measure and mitigatebusiness risks and opportunities. This framework seeks to create transparency minimiseadverse impact on the business objective and enhance the Company's competitive advantage.This risk framework thus helps in managing market credit and operations risks andquantifies exposure and potential impact at a Company level.
On recommendation of Nomination and Remuneration committee the board framed policiesfor selection appointment and remuneration of managerial personnel. The RemunerationPolicy is stated in the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) THE CURRENT COMPOSITION OF BOARD OF DIRECTORS AS ON DATE IS AS FOLLOWS:
|NAME OF THE DIRECTOR'S ||DESIGNATION |
|Ms. Renu Jindal ||Managing Director |
|Ms. Seema Khandelwal ||Executive Director |
|Mr. Pawan Kumar Poddar ||Non-executive Director |
|Mr. Uttam Kumar Srivastava ||Non-executive Director |
|Mr. Satendrapratap Jaeswal ||Non-executive Director |
During the year under review Ms. Nancy Gulati has resigned from the services asCompany Secretary with effect from May 27 2016 and at her place Ms. Neha Garg wasappointed as Company Secretary of the Company with effect from February 13 2017.
Ms. Meera Mishra resigned as Managing Director of the Company on April 25 2017 fromthe services of the Company. The Board places on record its appreciation of the immensecontribution by Ms. Meera Mishra as the Managing Director of the Company.
(C) RETIRE BY ROTATION
In accordance with the Articles of Association of the Company and Section 152 and otherapplicable provisions of Companies Act 2013 Ms. Seema Khandelwal (DIN:00007351) Director is liable to retire by rotation at the ensuing Annual General Meeting and onbeing eligible offers herself for re-appointment. The Board recommends herre-appointment.
Pursuant to the provisions of Section 203 of Companies Act 2013 and rules madethereunder Mr. Ajeet Agarwal has been designated as Chief Financial Officer of theCompany w.e.f. May 11 2016.
During the year the Board appointed Ms. Renu Jindal (DIN: 01843439) who was holdingthe position of Executive director of the Company as Managing Director of the Company fora period of 5 year(s) with effect from April 25 2017 subject to the approval of theshareholders.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
INTERNAL CONTROL SYSTEM
The Company has an internal control system commensurate with the scale size and theoperation of the organization. Ms. Veena Internal Auditor audited the Company's internalcontrol systems. The internal auditor monitors for efficiency of internal control systemand also reviewed the major transactions. The Internal Auditor reported directly to theAudit Committee to ensure complete independence.
Your Company did not accept any deposits from public in terms of the provisions ofSection 73 of the Companies act 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Company received the necessary declaration from the Independent Directorsconfirming their Qualification to act as Independent Director in compliance with theprovisions of Section 149(7) of the Companies Act 2013 and the requirements of ListingRegulations. The following Non-Executive Directors are Independent in terms of Section149(6) of the Companies Act 2013 and the requirements of Listing Regulations :-
1. Mr. Uttam Kumar Srivastava (DIN: 03372917)
2. Mr. Pawan Kumar Poddar (DIN :02152971)
3. Mr. Satendrapratap Jaeswal (DIN: 06864542)
In accordance with Section 139 of the Companies Act 2013 M.M. Goyal & Co.Chartered Accountants were appointed by the shareholders of the Company at the AnnualGeneral Meeting held on September 30 2016 as Statutory Auditors for a period of 5 yearsto hold office until the conclusion of the 37th Annual General Meeting of theCompany.
In accordance with the provisions of Section 139 142 and other applicable provisionsof the Companies Act 2013 and of the Companies (Audit and Auditors) Rules 2014 theappointment of the Statutory Auditors is required to be ratified by the shareholders atevery Annual General Meeting during their tenure.
M/s M.M. Goyal & Co. Chartered Accountants have confirmed that they are eligiblefor having their appointment as Statutory Auditors and ratified at this Annual GeneralMeeting (AGM). Accordingly approval of shareholders is being sought at this AGM forratification of their appointment.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder Mr. Prashanth Kumar Gupta Company Secretary in Practice of M/s. KPG &Associates has been appointed to conduct a secretarial audit of the Company's Secretarialand related records for the year ended March 31 2017. The Practicing Company Secretaryhas submitted her Report on the secretarial audit conducted by her which is annexed tothis Board's Report.
BOARD S RESPONSES TO OBSERVATIONS/QUALIFICATIONS IN SECRETARIAL AUDIT REPORT
The Board's responses to the qualifications and other observations are as follows:
The Secretarial Auditors (Auditors) have submitted their report in form No. MR3 andqualified their opinion/observations in respect of the secretarial Audit conducted for thefinancial year 2016-2017 as under and the Board's responses are given against eachqualification/ observation as follows:
1. As mentioned in our report for the financial year ended on March 31 2017 TheCompany is carrying on NBFC activities pursuant to the Order of the Hon'ble High Court ofDelhi dated 04/04/2011 according to which M/s Euphoria Capital Private Limited (holdingCertificate of Registration u/s 45- 1A of RBI Act 1934) was amalgamated with M/s DeltaLeasing and Finance Limited wherein the order stated that the Certificate of Registrationu/s 45- 1A of RBI Act 1934 of M/s Euphoria Capital Private Limited be transferred in thename of the Company.
Board's Response: The Company asked from some clarification regarding the categoryunder which the company should apply. Now the company is in the process of filingapplication for seeking Registration in the name of "Delta Leasing & FinanceLtd."
Board's Response : The Management has taken on record all the qualification of theauditor. The Company will due care of all the compliances so that such non compliance notrepeated in near future. The Management is committed in getting the matter to resolveearliest.
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors has expressed their satisfaction with the evaluation process.
INTERNAL FINANCIAL CONTROL
The Company has a comprehensive internal control system in place for ensuringreliability of financial reporting orderly and efficient conduct of business compliancewith policies procedures safeguarding of assets and economical and efficient use ofresources. Appropriate review and control mechanisms are built in place to ensure thatsuch control systems are adequate and are operating effectively.
A Report on Corporate Governance as required under Listing Regulations forms part ofthe Annual Report.
The report on Corporate Governance together with the Auditor's Certificate regardingthe Compliance of conditions of Corporate Governance as stipulated in Schedule V of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 is annexed with theAnnual Report.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been forming the part of the Reportand is annexed as "Annexure - B" to this Report.
Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are available at the Registered Office of the Companyduring working hours before 21 days of the Annual General Meeting and shall be madeavailable to any shareholder on request.
There are no employees employed throughout the financial year and in receipt ofremuneration of Rs. 60 lacs or more or employed for part of the year and in receipt ofRs. 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT 2013
The Company has been employing about 07 women employees in the Company. Thereforeaccording to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 a Internal Complaint Committee is constituted during the year 2017.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
As stipulated under Regulation 34 read with Part B of Schedule V of SEBI (LODR)Regulations 2015 the details pertaining to internal financial control systems and theiradequacy have been disclosed in the Management Discussion and Analysis Report forming partof this Annual Report.
There are no qualifications reservations or adverse remarks made by Statutory Auditorin their report for the Financial Year ended March 31 2017. The Statutory Auditors havenot reported any incident of fraud to the Audit Committee of the Company in the year underreview.
Your Company's shares are listed and actively traded on BSE Ltd to which the Companyhas paid Listing Fees.
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report is applicable to top 500 Companies listed on StockExchange in India hence it is not applicable to our Company
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
that in the preparation of the annual financial statements for the year endedMarch 31 2017 the applicable accounting standards have been followed and no materialdepartures have been made;
that appropriate accounting policies and applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs as at March 31 2017 and of the profits of the Company forthe Financial year ended March 31 2017;
that proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities havebeen made; and
that the Annual Financial Statements have been prepared on going concern basis;
that they have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
that they have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operative effective.
APPRECIATIONS & ACKNOWLEDGMENTS
It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperationcommitment and dedication during the year. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain as industry leaders.
The Board acknowledges with gratitude the co-operation and assistance provided to yourcompany by its bankers Financial institutions shareholders esteemed customerssuppliers consultants etc. Your Company looks upon them as partners in its progress andhas shared with them the rewards of growth. It will be the Company's endeavour to buildand nurture strong links with the trade based on mutuality of benefits respect for andco-operation with each other consistent with consumer interests.
|For and on behalf of the Board of Directors |
|For DELTA LEASING & FINANCE LIMITED |
|Place: Delhi || |
|Date: September 1 2017 || |
|Sd/- ||Sd/- |
|(RENU JINDAL) ||(UTTAM KUMAR SRIVASTAVA) |
|Managing Director ||Director |
|DIN :01843439 ||DIN : 03372917 |