Ekam Leasing and Finance Co. Limited
Your Directors are pleased to have this opportunity to present the Twenty Sixth AnnualReport of the Company together with the Standalone and Consolidated Audited FinancialStatements of the Company for the year ended March 31 2019.
|FINANCIAL HIGHLIGHTS || || || || |
| || || || ||(Amount in Rs.) |
| || |
|Particular ||2018-19 ||2017-2018 ||2018-19 ||2017-2018 |
|Revenue from operations ||7445221 ||10195749 ||7565221 ||11756702 |
|Other Income ||76901 ||60006 ||1266147 ||60006 |
|Total Expenditure ||7952392 ||7798556 ||7322464 ||7274958 |
|Profit / (Loss) before Tax & ||(430270) ||2457199 ||1508904 ||4541750 |
|Provision for NPA Provision for Tax ||(2038975) ||714493 ||(1585403) ||1559568 |
|Net Profit / (Loss) ||1608705 ||1742705 ||2953110 ||2982181 |
|Surplus/Deficit brought forward from previous year ||2279643 ||885479 ||15629895 ||12996255 |
|Surplus/Deficit carried over to Balance Sheet ||3566607 ||2279643 ||18261264 ||15629895 |
Keeping in view the requirement of funds for future business operations the Board hasnot recommended any dividend for the financial year ended 31 March 2019
TRANSFER TO RESERVE
Your Directors have proposed not to transfer any sum to the General Reserve.The Companyhas transfer Rs. 321741 to the Special Reserve under section 45-IC of the ReserveBank of India Act 1934.
The Income from operations during the year has been Rs. 74.45 Lacs approx. asagainst Rs.101.95 Lacs approx. in the previous year. The financial year underreview resulted in Net Profit of Rs. 16.08 Lacs approx. as compared to 17.43Lacs in the previous year. The management is optimistic on the performance of theCompany in future and a detailed discussion is provided under Management discussion andanalysis report.
On consolidated basis revenue from operations for F.Y 2018-19 is Rs.75.65 Lakhas against Rs. 117.57 Lakh in the previous year indicating a decrease of about35.66% over the last year.
HUMAN RESOURCE DEVELOPMENT
Human Resource is not only an integral part of any organization but also strive itssuccess and growth. The Company believes that human resources are the key resources andintegral part the organization and endeavors to create a culture of openness andempowerment amongst its employees and provide good carrier development.
Your Company believes in trust transparency & teamwork to improve employeesproductivity at all levels and is committed to the welfare of the employees and theirfamilies by putting review and reward system in place.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There is no material change noted and observed by the board of the company which haveoccurred between the close of the financial year March 31 2019 to which the financialstatement relates and the date of this report.
PERFOPRMANCE HIGHLIGHTS OF SUBSIDIARY AND ASSOCIATES COMPANIES
During the year under review the Company has four wholly owned subsidiaries and twoassociates namely:-
1. M/s. S &S Balajee Mercantile Pvt. Ltd. (CIN: U51109DL1993PTC052329) wasincorporated to carry on the business of dealing and trading in all kinds of essentialcommodities/Machinery etc earned Profit of Rs. 696359/- as compared to Profit of Rs.5 35600/- in previous year.
2. M/s. Jet Air Securities Pvt. Ltd. (CIN: U74899DL1995PTC069004) is mainlyengaged in the business of dealing in securities earned Profit of Rs. 150579/- ascompared to Profit of Rs. 141878/- in previous year.
3. M/s. Pramuk Energy Pvt. Ltd. (CIN: U14215DL1995PTC068711) is proposing toengage into the business of coal mining incurred loss Rs.(16449)/- as compared toLoss of Rs. (15449)/- in the previous year.
4. M/s. Rex Overseas Private Limited (CIN: U74899DL1988PTC03251) is engage intothe business of import export and all deal in all kind of securities earned Profit of Rs.655113/- as compared to Profit of Rs. 577447/-. in the previous year.
1. M/s N K J Securities Private Limited (CIN: U74899DL1995PTC070233) is engageinto the business of investment dealing in securities earned Profit of Rs. 89830/-as compared to Profit of Rs. 72526/- in the previous year.
2. M/s Srimati Trading Co. Private Limited (CIN: U51109DL1993PTC055793) isengage into the business of trading of goods/commodities incurred Loss of Rs.(371228)/- as compared to Loss of Rs.(175267)/- in the previous year.
A Report on all the performance & financial position of the companies and itssubsidiaries & associates is annexed in the prescribed Form AOC-1 to thisreport as Annexure-I.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii) they have selected such accounting policies and applied them consistently and madejudgments and
iii) estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the profit ofthe Company for that period;
iv) they have 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;
v) they have prepared the annual accounts on a going concern basis;
vi) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vii) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2018-19.
REGISTRATION WITH RBI
The Company being a Non-Banking Finance Company (NBFC) and is registered with theReserve Bank of India (RBI) with RBI Registration No. 14-00332.
The Company is complying with all the applicable guidelines/directions of the ReserveBank of India for Non Banking Finance Company pursuant to Non-Banking Financial (Non -Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2015and Master direction Non Banking Finacial Company-Non Systematically Important Non Deposittaking company (Reserve Bank) Direction 2016 Master Direction- Non-Banking FinancialCompany Returns (Reserve Bank) Directions 2016 the particulars as applicable tothe Company are appended to the Balance Sheet.
THE RBI NORMS AND ACCOUNTING STANDARDS
The company continues to comply with the directives and accounting standard as well asthe norms prescribed by Reserve Bank of India for NBFCs for the financial year 2018-19.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 149 and 152 of Companies Act 2013 andrules made there under as amended from time to time and Regulation 17 of SEBI (ListingObligations and Disclosure) Regulations 2015 Mrs. Mamta Jain (DIN: 05274582) Nonexecutive director retire by rotation at the ensuring Annual General Meeting and beingeligible offers herself for reappointment As per the provision of Companies Act 2013 Mr. Rakesh Jain (DIN: 00061737) had been appointed as an Managing Director at the AGM heldon 24 September 2016 for a term of three years commencing from 15/12/2016. Mr. RakeshJain has wide experience in the Marketing and Strategic will immensely benefit to yourCompany. Therefore the Board of Directors on the recommendation of the Nomination andRemuneration Committee and in accordance with the provisions of the Act and ListingRegulations proposes re-appointment for the term of three years commencing from 15December 2019 to 14 December 2022 for the approval of the Members by way of OrdinaryResolution.
As per the provision of Companies Act 2013 Mr. Prakash Goyal (DIN: 02598736) had beenappointed as an independent (Non-Executive Director) at the AGM held on 30 September 2014for a term of five consecutive years commencing from September 30 2014. Mr. Prakash Goyalhas wide experience in the Finance and Accounts which will immensely benefit to ourCompany. Therefore the Board of Directors on the recommendation of the Nomination andRemuneration Committee and in accordance with the provisions of the Act and ListingRegulations proposes his re-appointment for a second term of five consecutive yearscommencing from 30 September 2019 to 29 September 2024 for the approval of the Membersby way of Special Resolution. Mr. Prakash Goyal is not liable to retire by rotation.
Further as per the provision of Companies Act 2013 Mr. Saurabh Jain (DIN: 02815972)had also been appointed as an independent (Non-Executive Director) at the AGM held on 30September 2014 for a term of five consecutive years commencing from September 30 2014.Mr. Saurabh Jain has wide experience in the Finance and Accounts which will immenselybenefit to your Company. The Board of Directors on the recommendation of the Nominationand Remuneration Committee and in accordance with the provisions of the Act and ListingRegulations proposes his re-appointment for a second term of five consecutive yearscommencing from 30 September 2019 to 29 September 2024 for the approval of the Membersby way of Special Resolution. Mr. Saurabh Jain is not liable to retire by rotation.
Mr. Prakash Goyal Mr. Saurabh Jain have submitted a declaration that each of themmeets the criteria of independence as provided in section 149(6) of the Act & andregulation 16(1)(b) of SEBI (LODR) Regulations 2015.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of your Company during the period under review i.e. Financialyear ended March 31 2019 met 7 (Seven) times on 16 April 2018 18 May 2018 28 May2018 13 August 2018 28 August 2018 13 November 2018 14 February 2019. The detailsof which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and as per SEBI(Listing Obligations & Disclosure Requirement) Regulations 2015.
The board of directors has carried out an annual evaluation of its own performanceBoard committees and The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of the criteria such as the Board compositionand structure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual directors to the Board and committee meetings likepreparing on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
KEY MANAGERIAL PERSONAL (KMP)
Mr. Rakesh Jain Managing Director Mr. Krishan Kumar Didwaniya Chief FinancialOfficer Ms Komal Company Secretary and Compliance Officer are the Key ManagerialPersonals as per the provision of Sction (s) 2(51) 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
During the year Mr. Abhimanyu Raghuvanshi has resigned from the post of CompanySecretary dated 16 April 2018. Further Ms. Komal appointed as Company Secretary dated 18May 2018.
The report on Corporate Governance as stipulated in SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 as integral part of this Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors report. The board on the recommendation ofNomination and Remuneration Committee approved remuneration policy for Directors KeyManagerial Personnel and Senior Management Employee the link of the policy is alsoavailable at the website www.ekamleasing.com of the Company.
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of ourculture. While we need to accept a level of risk in achieving our goals sound riskmanagement helps us to make the most of each business opportunity and enables us to beresilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks early and addressingthem in ways that manage uncertainties minimize potential hazards and maximizeopportunities for the good of all our stakeholders including shareholders customerssuppliers regulators and employees. Risks can be broadly classified as StrategicOperational Financial and Legal/Regulatory.
In accordance with the requirements of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 Company has adopted riskmanagement policy approved by Board of Directors and established a risk managementframework to identify mitigate and control the risk and threatens of risk.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to formulate Corporate Social Responsibility(CSR) Policyand Committee as it does not fulfill the criteria specified under Section 135 of theCompanies Act 2013.
INTERNAL CONTROL SYSTEMS
The Company's internal control systems are audited by B. Rattan and AssociatesChartered Accountant. The Internal Auditor independently evaluates the adequacy ofinternal controls and reviews major transactions. The Internal Auditor reports directly tothe Audit Committee to ensure complete independence.
Detailed composition of the mandatory Board Committees viz. Audit Committee Nominationand Remuneration Committee Stakeholder Relationship Committee and number of meetings heldduring the year under review and other related details are set out in the CorporateGovernance Report which forms a part of this Report.
The role terms of reference authority and powers of the Audit Committee are inconformity with Section 177 of the Companies Act 2013 read with Regulation 18 of SEBI(Listing Obligation & Disclusure Requirements) Regulations 2015. The details of whichare given in the Corporate Governance Report.The Committee met periodically during theyear and had discussions with the auditors on internal control systems and internal auditreport.
STATUTORY AUDITORS & THEIR REPORT
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter M/sDoogar & Associates Chartered Accountants (Firm registration No. 000561N) consideredfor appointment as the Statutory Auidtors in the board meeting held on 10 August 2017.Further based on recommendation of Audit Committee the board has appointed M/s Doogar& Associates Chartered Accountants as statutory auditors of the Company from theconclusion of the 24 annual general meeting (AGM) of the Company till the conclusion ofthe 29 AGM whose appointment is being recommend by the Board through notice convening 24AGM for approval of members In accordance with the companies amendment act 2017enforced on 7 May 2018 by the ministry of Corporate Affiars the appointment of statutoryauditor is not required to be ratified at every Annual General Meeting.
SECRETARIAL AUDITORS & THEIR REPORT
In terms of Section 204 of the Companies Act 2013 and Rules framed there under and onthe recommendation of the Audit Committee the Board of Directors of the Company havevoluntarily appointed M/s. KKS & Associates Company Secretaries as the SecretarialAuditor of the Company for the financial year 2018-2019. The Company has received consentfrom M/s. KKS & Associates Company Secretaries for their appointment isannexed as Annexure-V to this Report in prescribed Form MR-3.
M/S B. Rattan and Associates Chartered Accountant continue to be the InternalAuditors of your company for the financial year 2018-19
QUALIFICATIONS IN AUDIT REPORTS
There is no qualification disclaimer reservation or adverse remark or disclaimer madeeither by the statutory auditors in his report and by the company secretary in practice(Secretarial Auditor) in his secretarial audit report.
The Management is very optimistic and aggressively focusing on to exploit theopportunities available to NBFC in India and exploring and evaluating various businessmodels for implementation in order to enhance to turnover of the company to escalate tonew heights. The Board expects that the Company will continue to improve its overallperformance and excel to enhance the profitability of the Company.
In the present economic scenario and growth momentum of Indian economy via itsstrategy competencyoperational efficiencies and successful implementation of its newbusiness models.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with Section 129(3) of the Companies Act 2013 and as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the consolidated FinancialStatements of the Company including the financial details of its subsidiaries associatesforms part of this Annual Report .The Consolidated Financial Statements have been preparedin accordance with the applicable Accounting Standards issued by the Institute ofChartered Accountants of India.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 and regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has adopted vigilmechanism in the form of Whistle Blower Policy to deal with instances of fraud ormismanagement if any. The Policy can be accessed at the website of the company at www.ekamleasing.com.
RELATED PARTY TRANSACTIONS
The Company has developed a Related Party Transactions policy for purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransactions approved by the Board is uploaded on the Company's website.
All Related Party Transactions are placed before the Audit Committee and also theBoard/Members for their approval wherever necessary. The related party transactionsentered during the financial year were on an arm's length basis and were in the ordinarycourse of business. The details of the same are annexed herewith as "Annexure-II"in the prescribed Form AOC-2.
There were no materially significant related party transactions during the financialyear except with wholly owned subsidiary and associates as mentioned in Form AOC-2.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURESON THE REMUNERATION OF THE DIRECTORS
All pecuniary relationship or transactions of the non executive directors vis-a-vis thecompany along with criteria for such payments and disclosures on the remuneration ofdirectors along with their shareholding are disclosed Form MGT-9 which forms a part ofthis Report.
INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS
Mrs. Mamta Jain Woman Director of the Company is wife of Mr. Rakesh Jain ManagingDirector of the Company.
The paid up Equity Share Capital as on March 31 2019 was Rs. 30000000/-. During theyear under review there is no change and Company has not issued any shares withdifferential voting rights nor granted stock options nor sweat equity. As on March 312019 Mr. Rakesh Jain Managing Director holds 389000 Equity Shares (12.96%) and Mr.Prakash Goyal Director holds 11500 Equity Shares (0.38%) respectively in the Company.
However during the year the board has initiated the process of split (sub-division) ofequity shares of the company from 3000000 equity shares of Rs. 10/- each to 6000000equity shares of Rs. 5/- each which was subject to approval of the shareholders by way ofpostal ballot. The board with the approval of the shareholder through postal ballot hassplit (sub-divided) equity shares from its record date i.e 17 June 2019.
Therefore there was no change in the authorised issued subscribed capital of thecompany only the number of equity shares has been increased from 3000000 equity sharesof Rs. 10/- each to 6000000 equity shares with effect of Rs. 5/- each
The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant tosection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014 and Regulation 44.2 of the SEBI (Listing Obligations andDisclosure requirements) Regulations 2015. To comply with the requirements of newCompanies Act 2013 and to ensure good governance for its members your Company hasprovided e-voting facility for its last year general meetings to enable its membersto participate in the voting electronically. The instruction(s) for e-voting for ensuingAnnual General Meeting is also provided with notice to shareholders of this Annual Report.
The Equity shares of the Company continue to remain Listed on Bombay Stock ExchangeLimited.
EXTRACT OF ANNUAL RETURN
As required under Section 92 (3) read with Rule 12 of Companies (Management &Administration) Rules 2014 the extract of the Annual Return in the prescribed form MGT-9 is annexed herewith as "Annexure IV" and the Link of the Form MGT-9also available at the website www.ekamleasing.com of the Company.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNING AND OUTGO
Pursuant to Section 134 of the Companies Act 2013 read with Rule 8 of companies(Accounts) rules 2014 disclosure regarding conservation of energy technology absorption& foreign exchange earning and outgo is not applicable to the company.
During the year the Company has not received any Deposits from public covered underChapter V of the Companies Act 2013.
PARTICULARS AS PER SECTION 134 OF THE COMPANIES ACT 2013
In terms of Section 134 (3) (g) towards inclusion of the details of particulars ofLoans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 & Rules made thereunder in this report the same are given in thenotes to the Financial Statements.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT 2013 READ WITHRULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules1975 in respect of Managerial Personnel Directors andEmployees of the Company is furnished in Annexure III.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode prohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Code of Conductto regulate monitor and report Insider trading is uploaded on the Company's website:www.ekamleasing.com
DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD
The Company is not required to maintained the cost record as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company gives utmost importance for prevention of sexual harassment at workplaceand Comply with the provisions of the Sexual Harassment of Women at the Workplace(prevention Prohibition and Redressal) Act 2013. During the year there were nocomplaints regarding sexual harassment by any women employee (permanent contractualtemporary trainees) who are covered under this policy till the date of this report.TheCompany has complied the provision relating to the constitution of Internal ComplaintsCommittee under the Sexual harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015
The company's equity shares continue to be listed on the Stock Exchange Bombay (BSE)which has nationwide trading terminals. The company has paid the Annual Listing Fees toBSE for the Financial Year 2018-2019. All compliances with respect to the SEBI (ListingObligating and Disclosure Requirements) Regulations 2015 has been duly made by thecompany.
Your Directors place on record their warm appreciation of the assistance andcooperation extended by various Government Departments Authorities and Business Partnersetc. Your Directors also place on record their deep appreciation of the support providedby the Bankers associated with the company.
Your company's employees are instrumental to your company achieving higher businessgoals. Your directors place on record their deep admiration of the commitment andcontribution of your company's employees. Your support as shareholders is greatly valued.Your directors thank you and look forward to your continuance support.
|Registered Office: ||By order of the Board of Directors |
|No. 11 Rani Jhansi Road (Motia Khan) M.M. Road ||Ekam Leasing & Finance Co. Limited |
|New Delhi - 110 055. ||Rakesh Jain |
|Corporate Identity Number: L74899DL1993PLC055697 ||Managing Director |
|Tel: 011-23528015 ||DIN.00061737 |
|Email : firstname.lastname@example.org email@example.com || |
|Website: www.ekamleasing.com || |
|Date: August 28 2019 || |
|Place: New Delhi || |