Your Directors take pleasure in presenting the 36th Annual Report of theCompany along with the Audited Accounts for the year ended March 31 2018.
|1. Financial Highlights || || |
| || ||(In Rs.) |
|Particular ||2017-2018 ||2016-2017 |
|Income ||8320944.00 ||2608807.00 |
|Less: Total Expenditure ||2371671.61 ||2026507.00 |
|Net Profit/(Loss) before Tax & Depreciation (PBDT) ||5949272.39 ||582300.00 |
|Less: Depreciation ||79097.77 ||111254.00 |
|Net Profit/(Loss) after Depreciation before Tax (PBT) ||664775.39 ||471046.00 |
|Less: Provision for Income Tax-Current ||50468.41 ||169020.00 |
|Profit after Tax ||372862.98 ||302026.00 |
|Statutory Reserves ||- ||- |
Your Directors have not recommended payment of dividend for the financial year ended 31stMarch 2018 since it is proposed to retain the same in the business.
3. Fixed Deposit
The Company has not accepted any deposits during the year under review and it continuesto be a Non- deposit taking Non Banking Financial Company in conformity with theguidelines of the Reserve Bank of India and the Companies (Acceptance of Deposits) Rules2014.
4. Review of Operations
During the year under review your Company achieved a turnover of INR. 8320944/- asagainst INR. 2608807.29/- in the previous year. The profit before tax stands at INR.664775.39/- as against INR. 471046/- in the previous year.
5. Transfer to General Reserve
The Company propose to transfer INR 372862.98/- (INR Three Lakh Seventy Two EightHundred and Sixty Two) to the general reserve out of the amount available forappropriation.
6. Subsidiaries Joint Venture or Associate Companies
|S.No ||Name of the Company ||Percentage of Shareholding ||Type |
|1. ||NIL ||NA ||NA |
*G2 consultant Private Limited ceased to be Associate company w.e.f. 28.03.2018 as aresult of Preferential Allotment of shares.
7. Share capital
The Board decided to raise the capital by way of preferential allotment and in order toaugment the capital requirement it was proposed to increase authorized share capital ofthe company from 50000000/-(INR Five Crore) to INR 110000000/- (INR Eleven Crores).
To augment the fund requirement of the Company the Board of Directors in its meetingheld on 12th February 2018 proposed to raise additional capital of 6730000Equity shares by way of Preferential allotment in terms in terms of the provisions of theSecurities and Exchange Board of India (Issue of Capital & Disclosure Requirements)Regulations 2009 and other applicable provisions.
The board of directors allotted 6730000 equity shares in its meeting held on 28thMarch 2018.
8. Directors & Key Managerial Personnel (KMP)
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Sidharth Goyal retires by rotation and being eligible has offered himself forre-appointment.
The Board of Directors at its meeting held on 12th March 2018 appointed Mr.Sushil Sharma as an Independent Director of the Company.
Mr. Sushil Sharma is a Chartered Accountant by Profession having wide range ofexperience in Finance Taxation and other Finance related matters and to hold office for aterm of 5 (five) consecutive years commencing. With an immense pleasure the Boardproposed for regularization of his appointment as Director in the ensuing Annual GeneralMeeting.
The brief profile of the director who are to be appointed/ re-appointed form part ofthe notes and explanatory statement to the notice of the ensuing Annual General Meeting.
Statement on declaration given by Independent Directors
The Board of the Company consist Four independent directors and all the IndependentDirectors have given the declaration that they meet the criteria of independence asprovided in section 149 (6) of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulation the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees. The manner in which the evaluation has been carried outhas been explained hereunder.
The evaluations is based on questionnaire prepared which assessed the performance ofthe Board on select parameters related to roles responsibilities and obligations of theBoard and functioning of the Committees including assessing the quality quantity andtimeliness of flow of information between the company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. The evaluationcriteria for the Directors was based on their participation contribution and offeringguidance to and understanding of the areas which are relevant to them in their capacity asmembers of the Board.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
The Remuneration Policy is stated in the Corporate Governance Report.
Number of Meetings
During the financial year Seven (7) Board Meetings were held. For further detailsplease refer report on Corporate Governance of this Annual Report.
Key Managerial Personnel
The following persons are the Key Managerial Personnel of the Company:
Mr. Sidharth Goyal Managing Director & Chief Financial Officer.
Ms. Priya Chhabra (Membership No.: A51094) was appointed as Company Secretary &Compliance Officer w.e.f. 12th June 2018 in place of Ms. Himani Gusain whoresigned on 17th March 2018.
9. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm thefollowing:
that in the preparation of the Annual Accounts for the year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures;
that the directors have selected such accounting policies and applied themconsistently and made judgement 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 of the Company for that period.
that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
that the directors have prepared the annual accounts on a 'going concern' basis.
that the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.
that the systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
10. Related Party Transaction
The main business of the Company is financing activities loans granted to relatedparty (if any) are in the ordinary course of business. No related party transactions wereentered during the financial year. There are no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large. Form AOC-2 is enclosed as "Annexure II".
11. Particulars of Employees
The information required under Section 197 of the Act read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975.
The ratio of Remuneration of Each Director Chief Financial Officer Company Secretaryof the Company for the FY2017- 2018 is annexed at "Annexure-III".
12. Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
13. Corporate Social Responsibility (CSR)
Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Corporate Governance ReportAuditors' Certificate regarding compliance with conditions of Corporate Governance aremade a part of this Annual Report.
In compliance with the above regulation the Managing Director's declaration confirmingcompliance with the Code of Conduct has been made part of this report.
14. Vigil Mechanism
The company has adopted Vigil Mechanism policy with a view to provide a mechanism forthe directors and employees of the Company to report genuine concerns. The provisions ofthis policy are in line with the provisions of the Section 177(9) and (10) of theCompanies Act 2013.
15. a. Audit Observations
Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.
i) Statutory Auditors
In pursuant to the provisions of Section 139 of the Companies Act 2013 and Companies(Audit and Auditors) Rules 2014 the company has appointed M/s KASG & Co. (CharteredAccountants) FRN: 02228C as the Statutory Auditor of the Company. The Auditor's report forthe year ended 2017-18 has been attached.
ii) Secretarial Audit
In pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Anita Aswal Practicing Company Secretary (CP No.: 13883 ACS: 37019) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed as "Annexure I".
iii) Internal Auditor
M/s Gupta Pardeep & Co. Chartered Accountants (FRN: 031803N) will be appointed asInternal Auditors of the company from the conclusion of Annual general Meeting 2017-18 inplace of M/s PPG & Co. Chartered Accountants from the conclusion of Annual GeneralMeeting 2017- 18 who performed the duties of internal auditors of the company and theirreport will be reviewed by the audit committee from time to time.
c. Extract of the Annual Return
The details forming part of Annual Return in form MGT-9 is annexed as Annexure-II
d. Corporate Governance
The Company has complied with the provisions pertaining to Corporate Governance as perthe requirements of Listing Regulation with the Stock Exchanges and necessary disclosureshave been made in this regard in the Report on Corporate Governance is annexed asAnnexure-D along with a certificate from a Practicing Company Secretary confirmingcompliance of the same.
15. Conservation Of Energy Technology Absorption & Foreign Exchange Earnings andOutgo
As the Company is not engaged in the manufacturing activity the prescribed informationregarding compliance of rules relating to conservation of Energy and Technology absorptionpursuant to Section 134 (3) (m) of the Companies Act 2013 read with Rule - 8 (3) of theCompanies (Accounts) Rules 2014 is not provided.
The Company does not have any Foreign Exchange Earnings and outgo in the year underreview.
16. Management Discussion and Analysis Report
Management Discussion and Analysis Report is provided as a separate section in theannual report.
17. Internal Control System and Compliance Framework
The Company possesses adequate internal controls to ensure that all assets areprotected against loss from unauthorized use or disposition and that all transactions areauthorized recorded and reported correctly. An efficient Internal Audit departmentmonitors adherence to these controls. Statutory auditors also present their suggestions tothe appropriate committees of directors for improvements in control and compliance.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future
4. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
5. No change in nature of business.
6. There were no material changes and commitments affecting the financial position ofthe Company between the end of financial year and the date of the Report.
Your directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the company to remain an industry leader.
The Board places on record its appreciation for the support and co-operation yourcompany has been receiving from its suppliers distributors business partners and othersassociated with it as its trading partners. Your Company looks upon them partners in itsprogress in its progress and has shared with them the rewards for growth. It will be yourcompany endeavour to build and nurture strong links with the trade based on mutuality ofbenefits respect for co-operation with each other consistent with consumer interests.
Your Directors also take this opportunity to thank all shareholders clients vendorsbanks Government and Regulatory Authorities and Stock exchanges for their continuedsupport.
| ||By the order of Board |
| ||For Helpage Finlease Limited |
|Sd/- ||Sd/- |
|Ashok Kumar ||Sidharth Goyal |
|Director ||Managing Director |
|DIN: 02641654 ||DIN: 02855118 |
Date:20th July 2018