Dear Members
Your Directors take pleasure in presenting the 35th Annual Report of the Company alongwith the Audited Accounts for the year ended March 31 2017.
1. Financial Highlights
| | (In Rs.) |
| Particular | 2016-17 | 2015-16 |
| Income | 2608807.00 | 2100167.00 |
| Less: Total Expenditure | 2026507.00 | 1545535.00 |
| Net Profit/(Loss) before Tax Depreciation (PBDT) | 582300.00 | 554632.00 |
| Less: Depreciation | 111254.00 | 126955.00 |
| Net Profit/(Loss) after Depreciation before Tax (PBT) | 471046.00 | 427677.00 |
| Less: Provision for Income Tax-Current | 169020.00 | 132152.00 |
| Profit after Tax | 302026.00 | 295525.00 |
| Statutory Reserves | - | - |
2. Dividend
Your Directors have not recommended payment of dividend for the financial year ended31st march 2017 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 Rs. 2608807/- asagainst Rs. 2100167/- in the previous year. The profit before tax stands at Rs.471046/- as against Rs. 427677/- in the previous year.
5. Transfer to General Reserve
The Company propose to transfer Rs. 302026/- (Rupees Three Lacs Two Thousand TwentySix) to the general reserve out of the amount available for appropriation.
6. Subsidiaries Joint Venture or Associate Companies
| Name of the Company | Percentage of Shareholding | Type |
| 1. G2 Consultants Private Limited | 24.86 | Associate Company |
| 2. Candid Wealth Management Private Limited | 20.20 | Associate Company |
7. Directors Key Managerial Personnel (KMP) Retirement by rotation
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 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 three 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.
Board Evaluation
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 NominationRemuneration 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.
Remuneration Policy
The Board has on the recommendation of the Nomination Remuneration Committee framed apolicy 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 four (4) 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. Himani Gusain (Membership No. A42828) was appointed as Company Secretary ComplianceOfficer w.e.f 01st April 2017 in place of Ms. Isha Malik (Membership No. A36252).
8. 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 March 312017 the applicable accounting standards have been followed along with proper explanationrelating 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.
9. 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 IV".
10. 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 FY-2016-2017 is annexed at "Annexure-III".
11. 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.
12. Corporate Social Responsibility (CSR)
Section 135 of the Companies Act 2013 is not applicable to the Company as the Companydoes not have the specified turnover or net worth or profit criteria and hence there is norequirement for the Company to undertake CSR activities.
13. 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.
14. a. Audit Observations
Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.
b. Auditors:
i) Statutory Auditors
M/s K A S G Co. Chartered Accountant (Firm Registration No. 002228C) have beenappointed as Statutory Auditors of the Company from the conclusion of this Annual GeneralMeeting to the conclusion of next Annual
General Meeting and authorize the Board of Directors to fix their remuneration in placeof M/s K R A Co (Firm registration No: 020266N) Chartered Accountants Delhi."
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 PPG Co Chartered Accountants has been appointed as Internal Auditors. They willperform the duties of internal auditors of the Company and their report will be reviewedby 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. The Report on Corporate Governance is annexed as Annexure-Balong with a certificate from a Practicing Company Secretary confirming compliance of thesame.
15. Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo
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) ofthe Companies (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.
18. General
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.
19. Acknowledgement
Your Directors wish to express their sincere appreciation for the support andcooperation which the Company continues to receive from its clients Banks GovernmentAuthorities Financial Institutions and associates and are grateful to the shareholdersfor their continued support to the Company. Your Directors place on record theirappreciation for the contributions made and the efforts put in by the management team andemployees of the Company at all levels.
| | By the order of Board |
| | For Helpage Finlease Limited |
| Place: Delhi | Ashok Kumar | Sidharth Goyal |
| Date:14th August 2017 | Director | Managing Director |
| DIN: 02641654 | DIN: 02855118 |
