You are here » Home » Companies » Company Overview » Emerald Leasing Finance And Investment Co Ltd

Emerald Leasing Finance And Investment Co Ltd.

BSE: 538882 Sector: Financials
NSE: N.A. ISIN Code: INE030Q01015
BSE 00:00 | 19 Aug 20.45 0.05
(0.25%)
OPEN

20.10

HIGH

21.85

LOW

20.05

NSE 05:30 | 01 Jan Emerald Leasing Finance And Investment Co Ltd
OPEN 20.10
PREVIOUS CLOSE 20.40
VOLUME 5468
52-Week high 37.60
52-Week low 12.20
P/E 35.88
Mkt Cap.(Rs cr) 59
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.10
CLOSE 20.40
VOLUME 5468
52-Week high 37.60
52-Week low 12.20
P/E 35.88
Mkt Cap.(Rs cr) 59
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Emerald Leasing Finance And Investment Co Ltd. (EMERALDLEASING) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting before you their 38thAnnual Report together with the Audited Accounts of the Company for the year ended 31stMarch 2021.

FINANCIAL RESULTS:-

The standalone financial results of the Company for the year underreview are summarized for your consideration:

Particulars 2020-2021 2019-2020
(Amount in Lacs) (Amount in Lacs)
Gross Income 262.298 180.723
Expenses 126.721 107.590
Profit Before Exceptional item Depreciation and Tax 135.598 71.858
Exceptional Item-CSR 0.750 0.00
Profit Before Depreciation and Tax 134.827 73.133
Depreciation 1.979 1.275
Net Profit Before Tax 132.848 71.858
Provision for Tax 32.168 13.938
Net Profit After Tax 100.680 57.920
Basic EPS 1.113 0.640
Diluted EPS 1.113 0.640

STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THECOMPANY'S WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS

As the Company has been granted NBFC License by RBI Emerald is focusedmainly on giving loans to credit worthy SMEs. Company has elaborate system of vetting anyloan proposal. Whereby we study the financials past track records and promoter'scredibility. We have granted loans ranging from INR 5000 onwards. Current Loan Portfolioof the organization is performing very well. Further to this the company has entered intopartnership with various Fintech platforms to offer small ticket loans to merchants andindividuals across India.

As the Promoters of the Company are into financial services from last31 years they have wide knowledge about credit worthiness of various clients.

Company is also in syndication of big tickets loans for variousfinancial institutions. Last Year we have earned a revenue of INR 8063125/- throughsyndication business only.

We have floated a subsidiary by the name of Eclat Net Advisors PrivateLimited in March 2015. The Company acts as Direct Selling Agent for various financialinstitutions pan India through its online portal.

Contribution towards CSR : The company is actively and voluntarilycontributing to Corporate Social Responsibility. During the current year the contributionof the company was INR 75000/-.

DIVIDEND :-

Your Directors have recommended dividend of INR 0.10 per share in thecurrent financial year.

RESERVE:

Entire amount of Net Profit has been transferred to Profit and LossSurplus account which appears under the head "Reserves and Surplus." An amountof INR 20.136 Lakhs has been transferred to Statutory Reserve Fund u/s 45 IC @20% .

DIRECTORS:-

In accordance with the provisions of the Companies Act 2013 andArticles of Association of the Company Mrs. Anubha Aggarwal (DIN 02557154) Director ofthe Company retires by rotation in the ensuing Annual General Meeting and being eligibleoffer herself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations thatthey meet the criteria of Independence as laid down under Section 149 (6) of the CompaniesAct 2013 and Regulation 25 of SEBI (LODR) Regulations.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51)and 203 of the Companies Act 2013 are as follows:

Mr. Sanjay Aggarwal Managing Director
Mrs. Anubha Aggarwal Non-executive Non- Independent Director Member
Ms. Sheetal Kapoor Chief Financial Officer
Mrs. Amarjeet Kaur Company Secretary

During the year under review Ms. Anju Sharma Company Secretary of thecompany has resigned from the company w.e.f. 31.10.2020. Mrs. Amarjeet Kaur a member ofICSI (membership no. ACS 17273) has been appointed as Company Secretary cum complianceofficer of the company w.e.f. 01.01.2021.

SHARE CAPITAL

The Company has increased its Authorised Share Capital from Rs.350000000 to Rs. 400000000/- by adding 5000000 Equity Shares of Rs. 10/- eachduring the year under review. The paid up share capital of the company is Rs.90436500/- for the period ended March 31 2021. Also the company has also takenpermission to issue shares by way of right issue upto Rs. 100 crores in the EGM held on08.04.2019 and has concluded the issue of INR 20 Crores in May 2021.

- The Company has not bought back any of its securities during the yearunder review.

- The Company has not issued any Sweat Equity Shares during the yearunder review.

- No Bonus Shares were issued during the year under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company has zero tolerance policy in case of sexual harassment atworkplace and is committed to provide a healthy environment to each and every employee ofthe company. The Company has in place "Policy for Prevention and Redressal of SexualHarassment" in line with the requirements of sexual harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (hereinafter referred to as ‘thesaid Act') and Rules made there under. As per the provisions of Section 4 of the saidAct the Board of Directors has constituted the Internal Complaints Committee (ICC) at theRegistered Office Works to deal with the Complaints received by the company pertaining togender discrimination and sexual harassment at workplace.

Further as per the provisions of Section 21& 22 of the aid Actthe Report in details of the number of cases filed under Sexual Harrasement and theirdisposal for the financial year under review is as under:

Sr. No No. of cases pending as on the beginning of the financial year under review No. of complaints filed during the financial year under review No. of cases pending as on the end of the financial year under review
1. NIL NIL NIL

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The company has taken the permission to issue shares by way of rightissue upto Rs. 100 crores in the EGM held on 08.04.2019 and pursuant to the permissionhas allotted 20000000 Equity Shares on Right Issue basis on 4th May 2021thereby increasing the paid up share capital to 29043650. The Company has got thelisting and trading approvals for the increased capital also.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There has been no material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year to whichthis financial statements relate and on the date of this report for the period ended March31 2021.

MAJOR CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changesduring the Financial Year under review: a. In the nature of Company's business b.Generally in the class of business in which the Company has an interest.

LISTING AND LISTING REGULATIONS :-

The equity shares of the company are listed on the Bombay StockExchange (BSE). During the year Company executed Uniform Listing Regulations inaccordance with the requirements of SEBI circular DCS/ COMP/12/2015-16 dated October 132015 with BSE Limited. The Company has also formulated the new Policies as required underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

The company is regular in paying the listing fee.

INSIDER TRADING:

The Board of Directors has adopted The Code Of Conduct For PreventionOf Insider Trading in accordance with the requirements of the SEBI (Prohibition of InsiderTrading) Regulations 2015. The Insider trading policy of the company lays down guidelinesand procedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 tothis Report.

CORPORATE GOVERNANCE:-

Though the provisions of corporate governance are not applicable to thecompany for the year ending 31.03.2021 your Company is still committed to maintain thehighest standards of Corporate Governance. A copy of corporate governance is attached asannexure D-10.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3)of the Companies Act 2013 the policy on appointment of Board members including criteriafor determining qualifications positive attributes independence of a Director and thepolicy on remuneration of Directors KMP and other employees is attached as Annexure D-2which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under reviewas stipulated under Part B of Schedule V to the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section as Annexure D-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES:-

The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Companies Act 2013 the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. If any Member is interested in obtaining a copy thereof such Member may write tothe Company Secretary in this regard. The details under Section 197 (12) of the CompaniesAct 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given as Annexure D-4.

NUMBER OF MEETINGS OF BOARD

During the year 2020-21 16 Board Meetings were held including onemeeting of Independent Directors on the following dates:.

Date of Board Meeting No. of Directors Present
15.07.2020 4 4
14.08.2020 4 2
01.09.2020 4 2
06.09.2020 4 4
15.09.2020 4 4
26.09.2020 4 2
13.10.2020 4 3
13.11.2020 4 4
16.11.2020 4 2
18.11.2020 4 3
01.01.2021 4 2
19.01.2021 4 3
21.01.2021 4 3
12.02.2021 4 4
12.02.2021 (Ind. Director meeting) 2 2
31.03.2021 4 2

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 and theListing Regulations with Stock Exchanges the Board in consultation with its Nomination& Remuneration Committee has formulated a framework containing inter-alia thecriteria for performance evaluation of the entire Board of the Company its Committees andIndividual Directors including Independent Directors. Accordingly following is thecriteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors includingIndependent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances monitoring of controlsand Corporate Governance

The Independent Directors had met separately on 12.02.2021 without thepresence of Non-Independent Directors and the members of management and discussedinter-alia the performance of non-Independent Directors and Board as a whole and theperformance of the Chairman of the Company after taking into consideration the views ofExecutive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried outevaluation of every Director`s performance. The performance evaluation of all theIndependent Directors have been done by the entire Board excluding the Director beingevaluated. On the basis of performance evaluation done by the Board it shall bedetermined whether to extend or continue their term of appointment whenever therespective term expires. The Directors express their satisfaction with the evaluationprocess.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s K. Singh & Associates Chartered Accountants Chandigarh wasappointed as Statutory Auditors of the Company in the last Annual General Meeting to holdoffice till the conclusion of Annual General Meeting to be held in the year 2022.

The Auditors' Report being self-explanatory requires no commentsfrom the Directors. Further there are no reservations qualifications or adverse remarksin the Audit Report given by them in respect of the Financial Year 2020-21.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Anil Negi (M. No. 46547) a Company Secretary in practice having CPNo. 17213 was appointed as Secretarial Auditor of the Company for the financial year2020-21 and 2021-22 pursuant to Section 204 of the Companies Act 2013. The SecretarialAudit Report submitted by him in the prescribed form MR- 3 is attached as Annexure D-5 andforms part of this report.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) ofsection 143 including those which are reportable to the Central Government.

COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to theCompany.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated FinancialStatements pursuant to Section 129(3) of the Companies Act 2013 (Act) and SEBI ListingRegulations and prepared in accordance with the Accounting Standards prescribed by theInstitute of Chartered Accountants of India in this regard.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Actthe Company has a well placed proper and adequate internal financial control systemcommensurate with the size scale and complexity of its operations. The scope andauthority of the internal Audit function is well defined in the Organization. The internalfinancial control system ensures that all assets are safeguarded and protected and thatthe transactions are authorized recorded and reported correctly.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimizationprocedures which are reviewed by the Board periodically. During the year as per therequirements of Listing Agreement with the Stock Exchanges a Risk Management Committeewas constituted by the Board of Directors with responsibility of preparation of RiskManagement Policy reviewing and monitoring the same on regular basis to identify andreview critical risks on regular basis The risks faced by the Company and theirminimization procedures are assessed by the Board. Further the Company identifies risksand control systems are instituted to ensure that the risks in each business process aremitigated. The Board provides oversight and reviews the Risk Management Policy on aregular basis. In the opinion of the Board there has been no identification of elements ofrisk that may threaten the existence of the Company.

SUBSIDIARIES/ASSOCIATES

The Company has a subsidiary M/s Eclat Net Advisors Pvt.Ltd.(CIN:U74140CH2015PTC035473) as defined in the Companies Act 2013. Report on theperformance and Financial position of the subsidiary in the specified format AOC-1 isannexed to the Directors' Report as Annexure D-6.

DEPOSITS

The Company has neither accepted nor renewed any deposits during theFinancial Year 2020-21 in terms of Chapter V of the Companies Act 2013. Information inthis regard therefore is nil. There was no non compliance of provisions of chapter V ofthe Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY`S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passedby any Regulatory Authority Court or Tribunal which shall impact the going concern statusand Company`s operations in future.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under section 135 of Companies Act 2013hence details regarding policy on Corporate Social Responsibility is not applicable to theCompany.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 ofthe Companies Act 2013 and Regulation 18 of Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 an audit committee has beenduly constituted. The Audit Committee as on March 31 2021 comprises of the followingDirectors:

Mr. Raman Aggarwal Independent Director Chairman
Mr. Sanjay Aggarwal Managing Director Member
Mrs. Anubha Aggarwal Non - Executive Non-Independent Director Member

Details of the Audit Committee have been separately given in thecorporate governance report. Further all recommendations of Audit Committee were acceptedby the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and pursuant to theprovisions of section 178 of the Companies Act 2013 Nomination & RemunerationCommittee as on March 31 2021 comprises of the following Directors:

Mr. Deepak Gour Independent Director Chairman
Mrs. Anubha Aggarwal Non-executive Non - independent Director Member
Mr. Raman Aggarwal Independent Director Member

The details of Remuneration Policy and the Committee are furnished inthe Report on Corporate Governance which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted Stakeholders Relationship Committee with following composition as on31.03.2021:-

Mrs. Anubha Aggarwal Non-executive Non - independent Director Chairperson
Mr. Raman Aggarwal Independent Director Member
Mr. Sanjay Aggarwal Managing Director Member

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31 2021 in the prescribedForm No. MGT-9 pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) ofthe Companies (Management and Administration) Rules 2014 is attached herewith as AnnexureD-7 and forms part of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT 2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars ofloans guarantees or investments under Section 186 of the Act as at end of the FinancialYear 2020-21 are not applicable to the company as company is a non banking financecompany Though the information is attached as Annexure D-8 which forms part of thisreport.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OFTHE COMPANIES ACT 2013

With reference to Section 134(3)(h) of the Companies Act 2013 allcontracts and arrangements with related parties under Section 188(1) of the Act enteredby the Company during the financial year were in the ordinary course of business and onan arm's length basis. Hence provisions of Section 188 (1) are not applicable.However as these transactions were in the ordinary course of business and on anarm's length basis in the opinion of the Board these transactions are justified tobe executed. The detail of these transactions is given in Annexure D-9 which forms partof this report.

During the year the Company had not entered into any contract orarrangement with related parties which could be considered ‘material' accordingto the policy of the Company on Materiality of Related Party Transactions. Your attentionis also drawn to the Related Party disclosures set out in Note no. 25 of the FinancialStatements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policyin terms of Section 177 (10) of the Companies Act 2013 and also in terms of Regulation 22of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The detail of the said Vigil Mechanism cum Whistle Blower Policy isgiven in the Corporate Governance Section which is annexed herewith. The Vigil Mechanismcum Whistle Blower Policy is also available on the Company's websitehttp://www.emeraldfin.com/wp-content/ uploads/2015/03/Whistle-Blower-Policy.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT:-

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis;

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. (f) the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

COMPLIANCE

The company has devised proper systems to ensure compliance of all lawsapplicable to the company and the compliance reports issued by the Departmental Heads areplaced before the Board every Quarter confirming compliance by the Company with allapplicable Laws.

CEO/CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule V tothe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 pertaining to corporate governance norms the ManagingDirector has submitted necessary certificate to the Board of Directors stating theparticulars specified under the said Clause. The certificate has been reviewed by theAudit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company's earlier Annual Reports theCompany's equity shares are in compulsory Demat mode in terms of SEBI Guidelines.This has been facilitated through arrangement with NSDL and CDSL. About 94.62% of theshares of the Company are already in dematerialized form. M/s Mas Services Limited NewDelhi is acting as the Registrar and Share Transfer Agents for this purpose and acts ascommon share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for aperiod of seven years. Therefore there were no funds which were required to be transferredto Investor Education and Protection Fund (IEPF).

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The company has duly complied with the applicable Secretarial Standardsduring the financial year 2020-21.

SUMS DUE TO MICRO SMALL & MEDIUM ENTERPRISES

There is no liability towards principal and interest payable to MicroSmall & Medium Enterprises as on 31st March 2021.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCYAND BANKRUPTCY CODE 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by afinancial or operational creditor or by the company itself under the IBC before the NCLT.

ACKNOWLEDGEMENT:-

Your Directors wish to express their sincere appreciation to valuedClients Reserve Bank of India Company's Bankers Government Agencies and Employeesof the company for their continued support & co-operation.

For & On Behalf of the Board For & On Behalf of the Board
Sd/- Sd/-
(Sanjay Aggarwal) (Anubha Aggarwal)
MANAGING DIRECTOR DIRECTOR
(DIN 02580828) (DIN 02557154)
PLACE: CHANDIGARH
Date: 27.08.2021

.