The Board of Directors of India Lease Development Limited take pleasure in presentingtheir 36th (Thirty Sixth) Report on the business and operations of the companyand the accounts for the financial year ended March 312021.
1. FINANCIAL SUMMARY
The Board's Report is prepared based on the standalone Ind AS financial statements ofthe company. The company's financial performance for the year under review along withprevious year figures are given hereunder:-
(Rs in lacs)
|Financial Results ||Year ended March 31 2021 ||Year ended March 31 2020 |
|Gross Profit before depreciation Finance Cost and Provisioning ||(2.05) ||130.43 |
|Less: Finance Cost ||- ||- |
|Less: Depreciation including impairment and Property Reserves ||0.08 ||0.11 |
|Profit (Loss) before Exceptional Items and Tax ||(2.13) ||130.54 |
|Exceptional Items ||- ||- |
|Profit/ (Loss) before Tax ||(2.13) ||130.54 |
|Tax Expenses ||- ||- |
|Profit (Loss) for the year ||(2.13) ||130.54 |
|Other Comprehensive Income (net of tax) ||132.20 ||(125.87) |
|Total Comprehensive Income for the year ||130.07 ||4.67 |
2. IMPACT OF COVID-19:
The Covid-19 created and severely affected the health of people at large and held theworld at its standstill. Accordingly the lockdowns that were announced from time to timeacross India resulting in temporary suspension of operations and temporary closure ofoffices of the Company in line with the government/ local authorities directions.
However during the lockdown your Company continued to operate with the invaluablesupport of Employees and Management at various levels. As the restrictions were eased outyour Company while closely monitoring the situation and following safety guidance startedday to day operations and took all the necessary steps to maintain or achieve thepredetermined targets.
3. CHANGE IN THE NATURE OF THE BUSINESS IF ANY
During the period under review and the date of Board's Report there was no change inthe nature of Business.
4. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report.
5. REVIEW OF OPERATIONS
Recovery of the old dues has been the main focus of the company and the management isconfident that with the maximum recovery it would be possible to deploy the funds to earnbetter return on investments.
6. DIVIDEND & RESERVES
In view of accumulated losses of the previous years the Board has not recommended anydividend for the year under review.
7. EVENT BASED DISCLOSURES
During the year under review the Company has not taken up any of the followingactivities except at mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of share under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA
5. Buy back share: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
8. TRANSFER TO RESERVES
During the financial year under review the company has not transferred any sum toStatutory Reserves as is required under RBI Act.
9. PUBLIC DEPOSITS
During the year under review your company has not accepted any deposits within themeaning of Section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including and statutory modification(s) orre-enactment(s) for the time being in force). There are no unclaimed deposits.
10. ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 copy of the Annual Return (Form MGT-7) of theCompany for financial year 2020-2021 prepared in accordance with Section 92(1) of the Acthas been placed on the Website and is available at www.indialease.com under the headAnnual Reports.
11. CORPORATE GOVERNANCE REPORT
Your company always place major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an organisation's corporate governance philosophy is directly linked to highperformance.
The company understands and respects its fiduciary role and responsibility towards itsstakeholders and society at large and strives to serve their interest resulting increation of value and wealth for all stakeholders.
The compliance report on corporate governance and a certificate from M/s Jagdish Chand& Co. Chartered Accountants New Delhi (FRN No. 000129N) Statutory Auditors of theCompany as stipulated under Chapter IV of SEBI Listing Regulations is disclosedseparately in the Annual Report.
12. DIRECTORS RETIRING BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act2013 and theArticle of Association of the company Sh. Rajiv Gupta (DIN:00022964) Chairman & NonExecutive Director and Ms. Sumana Verma (DIN:01448591) Non Executive Director are retiringby rotation.
Shri Rajiv Gupta attained the age of 75 years on 13.8.2021 as such in compliance ofRegulation 17(1A) of SEBI Listing Regulations a Special Resolution to this effect hasalready been approved by the shareholders in the 35th AGM held on November 192020.
13. DIRECTORSHIP AND MEMBERSHIP ON COMMITTEES OF NON EXECUTIVE DIRECTORS
All the Directors at the beginning of the financial year have periodically andregularly informed the company about their Directorship and Membership on theBoard/Committees of the Board of other companies. As per the disclosures received none ofthe Directors of the company held Memberships/Chairmanships of more than the prescribedlimits across all companies in which he/she is a Director.
14. APPOINTMENT OF ADDITIONAL DIRECTOR
The Board on the recommendation of Nomination and Remuneration Committee had appointedShri Karun Pratap Hoon (DIN: 05202566) as an Additional Director on July 28 2020. Hisappointment as a Non Executive Independent Director for a period of five years fromNovember 19 2020 to November 18 2025 was approved by the Board and confirmed by theshareholders in the 35th AGM held on November 19 2020.
15. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards issued by The Institute ofCompany Secretaries of India relating to Meeting of the Board of Directors and GeneralMeeting respectively have been duly complied with the company.
16. DIRECTORS' RESPONSIBILITY STATEMENT
As required by under Section 134(3) (c) of the Companies Act 2013 your Directorsconfirm that:
(a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(b) the Directors have selected such accounting policies and applied them consistentlyand judgments and estimates that are responsible and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
(c) the Directors 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
(d) the Directors have prepared the annual accounts on a Going Concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
17. CODE OF CONDUCT
(a) The Company has a strong legacy of fair transparent and ethical governancepractice.
The Company has adopted the ILD Code of Conduct for Non Executive Directors SeniorManagement Personnel and other Executives and Employees which is available on the websiteof the Company www.indialease.com. The Company has received confirmations from the NonExecutive Directors as well as Senior Management Personnel regarding compliance of theCode during the financial year under review. The Company has also adopted the Code ofConduct for Independent Directors which suitably incorporate the duties of IndependentDirector as laid down in the Companies Act 2013 (The Act'). The same is availableon the website www.indialease.com. The company has received confirmation from the NonExecutive Directors and Independent Directors regarding compliance of the Code for theyear under review.
(b) ILD's CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING & CODE OF CORPORATEDISCLOSURE PRACTICES
In accordance with the Securities and Exchange Board of India (Prohibition of insiderTrading) Regulations 2015 (SEBI Insider Trading Regulations as amended from time totime the Board of Directors of the Company has adopted the ILD Code of Conduct forPrevention of Insider Trading and the Code of Corporate Disclosure Practices "InsiderTrading code")
Mr. Rohit Madan Manager Company Secretary & CFO of the Company is"Compliance Officer" in terms of Insider Trading Code.
18. STATUTORY AUDITORS
At the 32rd Annual General Meeting held on September 27 2017 the membershad appointed M/s. Jagdish Chand & Co. Chartered Accountants (FRN.000129N) asStatutory Auditors for a term of five years beginning from the conclusion of the 32ndAGM till the conclusion of the 37th AGM Subject to them ratifying the saidappointment at every AGM.
In terms of the provisions of Companies Act 2012 relating to statutory auditorsforming part of the Companies Amendment Act 2017 notified on 7th May 2018ratification of appointment of Statutory Auditors at every AGM is no more a legalrequirement accordingly the notice convening the ensuing AGM does not carry anyresolution on ratification of the appointment of the Statutory Auditors. However itcontains resolution regarding authority to the Board of Directors to fix the remunerationof Auditors for the financial year ending 2021-2022.
19. AUDITORS' REPORT
The Statutory Auditors have audited the books of accounts of the Company for thefinancial year ended March 312021 and have issued the Auditors' Report thereon. TheStatutory Auditors have not given any qualification reservation or adverse remarks ordisclaimer in their Audit Report.
20. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed M/s Anjali Yadav & Associates Company Secretaries as Secretarial Auditor ofthe Company for the financial year ended 2020-21 to undertake Secretarial Audit of theCompany. The Secretarial Audit Report and Secretarial Compliance Report for the financialyear ended March 312021 were obtained from the Auditor. The Secretarial Audit Report andCompliance Report does not contain any qualification reservation or adverse remarks. Theobservations of the Secretarial Auditor for the financial year ended 2020-21 along withthe copy of Audit Report is disclosed separately in the Annual Report.
M/s Anjali Yadav & Associates Secretarial Auditor have also been appointed asscrutinizer to electronically submit the Consolidated Scrutinizer Report i.e. votes castthrough remote e-voting and e-voting during AGM.
21. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS
A certificate from M/s Anjali Yadav & Associate Company Secretaries regarding NonDisqualification of Directors is annexed as part of the Report.
22. INTERNAL AUDITOR & INTERNAL CONTROL
The company has an internal control system commensurate with the size scale andcomplexity of its operations and well documented procedures for various processes whichare periodically reviewed for changes warranted due to business needs. Internal Audit isconducted to regular time interval in the company. The scope and authority of the InternalAudit is defined by Audit Committee. This system of Internal control facilities effectivecompliance of Section 138 of the Act and the Listing Regulations.
To maintain its objectivity and independence the Internal Auditor submits its reportto the Chairman of the Audit Committee of the Board. The Internal Auditor monitors andevaluates the efficiency and adequacy of the internal control system with reference to theFinancial Statement. Audit Committee evaluates the efficiency and adequacy of Internalcontrol systems in the company its compliance with operating systems accountingprocedures and policies Based on the report of internal auditor process owners undertakecorrective actions in their respective areas and there by strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee. During the year under review no reportable material weakness in the operationwas observed. Regular audit and review processes ensure that such systems are reinforcedon an ongoing basis.
The Company Secretary in consultation with the Chairman prepares the agenda of theBoard Meetings/Committee Meetings which is invariably intimated seven (7) days in advancein writing/ e-mails to the members prior to the meeting in order to permit adequatereview. The Company Secretary records finalize committee minutes of each meeting and draftminutes are circulated to all members of the Board well in advance.
24. MEETING OF THE BOARD OF DIRECTORS.
During the year eight(8) Board meetings were convened and held. The Intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andSEBI Listing Regulations. The details of all Board/Committee meetings held are given inthe Corporate Governance Report.
25. COMMITTEES OF BOARD
Pursuant to requirement under Companies Act 2013 and SEBI Listing Regulations theBoard of Directors has constituted various Committees of Board such as Audit CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee and RiskManagement Committee. The details of Composition of these committees are as follows:-.
(a) Audit Committee
The Audit Committee as on the date of signing of this report comprises of four (4) Non-Executive Directors namely Shri Rajiv Gupta Shri Arun Mitter Shri Sharad Aggarwal andShri Karun Pratap Hoon. Shri Arun Mitter is the Chairman of the Audit Committee.
The Board do accepts recommendations of the Audit Committee.
(b) Nomination & Remuneration Committee
Nomination & Remuneration Committee has been constituted and as on date ofcomprises of five (5) Directors namely Shri. Rajiv Gupta Shri. Arun Mitter Shri SharadAggarwal Ms. Sumana Verma and Shri Karun Pratap Hoon. Shri. Arun Mitter is the Chairmanof the Committee.
The Board accepts recommendations of the committee based on policy as is required underSection 178(4) of the Companies Act in the matter of appointment/ reappointment of theDirectors KMP Senior Managers and fixation of remuneration etc.
(c) Stakeholders Relationship Committee
Stakeholders Relationship Committee as on date comprises of Five (5) Directors namelyShri Rajiv Gupta Shri Sharad Aggarwal Ms. Sumana Verma Shri Arun Mitter and Shri KarunPratap Hoon. Shri Sharad Aggarwal is the Chairman of the Committee.
The Committee looks into and resolves the grievances of the stakeholders and on datethere were no issues which need to be resolved.
(d) Risk Management Committee
Risk Management Committee comprises of three (3) Directors namely Shri. Arun MitterShri. Sharad Aggarwal and Shri Karun Pratap Hoon. Shri Arun Mitter is the Chairman of theCommittee.
(e) Corporate Social Responsibility (CSR) Committee
Since the company is not failing within the criteria of Section 135 of the CompaniesAct 2013 accordingly. In view of the same CSR Committee has not been constituted.
26. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Companies Act 2013 and Regulation25(3) of SEBI Listing Regulations a meeting of the Independent Directors was held onMarch 02 2021.
The Independent Directors at the meeting inter alia reviewed the following:-Performance of Non-Independent Directors and Board as a whole.
- Performance of the Chairperson of the Company taking into account the views of otherDirectors.
- Assessed the quality quantity and timeliness of flow of information between theCompany's Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
27. DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act 2013 Independent Directors of theCompany have submitted annual declaration that they meet the criteria of Independence.
28. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board is required to carryout annual evaluation of its own performance and that of its committee individualdirectors and Independent Directors. Accordingly your Company has carried out theperformance evaluation during the year under review.
SEBI Listing Regulations mandated the formulation of certain policies for all listedcompanies. All the policies are available on our website www.indialease.com under the head"Corporate Policies".
30. VIGIL MECHANISM POLICY
In compliance with the provisions of Section 177(9) of the Companies Act 2013 readwith the Rules made thereunder the Company has instituted a Vigil Mechanism Policy whichinter-alia facilitates its employees to report genuine concerns. The mechanism providesfor adequate safeguards against victimization of persons using the mechanism and makeprovision for direct access to the Chairman of the Audit Committee in appropriate orexceptional cases. The policy is available on the Company's website at www.indialease.com
31. WHISTLE BLOWER POLICY
The Company has formulated a vigil mechanism through Whistle Blower Policy to deal withinstances of unethical behaviors actual or suspected fraud or violation of Company'scode of conduct or ethics policy. The details of the policy are explained in CorporateGovernance Report and also posted on the website of the Company i.e. www.indialease.com
32. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeelaid down a Nomination & Remuneration Policy for selection and appointment of theDirectors Key Managerial Personnel and Senior Management and their remuneration. Theextract of the Nomination and Remuneration Committee is provided in the CorporateGovernance Report which forms part of Board's Report.
33. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company gives an equal opportunity between employees and consciously strives tobuild a work culture that promotes dignity of all employees. As required under theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and Rules framed thereunder the Company has implemented a policy onPrevention of Sexual Harassment of Women at Workplace. An Internal Complaints Committeehas been set up to receive complaints investigate the matter and report to themanagement.
34. SUCCESSION POLICY
The Board has approved the Succession Policy as is required under Regulation 17(4) ofSEBI Listing Regulations. In accordance with the principles of transparency andconsistency your company has adopted governance policies for Board of Directors KeyManagerial Personnel and Senior Management Appointment remuneration & evaluation.These governance policies inter alia outline Succession Planning for the Board KeyManagerial Personnel and Senior Management.
35. KEY MANAGERIAL PERSONNEL
During the year under review the company has identified following personnel's as KeyManagerial Personnel as per IND AS:-
|S.No Name of the Person ||Designation |
|1. Shri Rajiv Gupta ||Non Executive Chairman |
|2. Shri Arun Mitter ||Independent Director |
|3. Shri Sharad Aggarwal ||Independent Director |
|4. Ms. Sumana Verma ||Non Executive Director |
|5. Shri Karun Pratap Hoon ||Independent Director |
|6. Shri Murali. S ||Chief Executive Officer |
|7. Shri Rohit Madan ||Company Secretary & CFO |
36. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS.
No significant material orders have been passed during the year under review by theregulators or courts or tribunals impacting the Going Concern status and company'soperations in future.
However during the financial year 2018-2019 a penalty of ' 217120/- was imposed byBSE Ltd. for non-Compliance of Composition of Audit Committee. However on its paymentfreeze on the securities of the promoters was withdrawn.
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and analysis Report pursuant to the SEBI Listing Regulationsprovides an overview of the affairs of the Company business environment mission &objectives strengths opportunities and internal control systems forms a part of thisreport for information.
38. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186.
During the year under review your Company has not given any fresh loan's orguarantee(s) or security which are covered under the provisions of Section 186 of theCompanies Act 2013.
39. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations the companyhas formulated a Policy on Related Party Transactions and the same can be accessed on theCompany's website at www.indialease.com under the head "Corporate Policies".
During the year under review all related party transactions entered into by theCompany were approved by the Audit Committee and were at arm's length and in the ordinarycourse of business. Prior omnibus approval is obtained for related party transactionswhich are of repetitive nature and entered in the ordinary course of business and on anarm's length basis. The Company did not have any contracts or arrangements with relatedparties in terms of Section 188(1) of the Act Also there were no material related partycontracts entered into by the Company.
Accordingly the disclosure of related party transactions as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year2020-21 and hence does not form part of the report.
Details of related party transactions entered into by the Company in terms of IndAs-24 have been disclosed in the notes to the standalone financial statement forming partof the Annual Report.
40. PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration which inter-alia requiresthe Company to furnish the particulars of Employees as required under Rule 5(2) & 5(3)of the Companies (Appointment and Remuneration Managerial Personnel) Rules 2014.
41. BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of SEBI Listing Regulations the company is not failing inthe criteria i.e. top 1000 listed companies based on market capitalization and as suchBusiness Responsibility Report is not applicable.
42. SHARE TRANSFER SYSTEM
As per the provisions of Regulation 40(1) of the SEBI Listing Regulations except incase of transmission or transposition of securities requests for effecting transfer ofsecurities shall not be processed unless the securities are held in the dematerializedform with a depository.
Share transmission or transposition requests received in physical form are registeredwithin the prescribed time limits. Requests for dematerialization (demat) received fromthe shareholders are also effected within the prescribed time limits. ShareholdersGrievance Committee comprising of members of the Board meets to consider the requests fortransmission or transposition of shares.
43. NOMINATION FACILITY
Shareholders whose shares are in physical form and wish to make/ change a nomination inrespect of their shares in the Company as permitted under Section 72 of the CompaniesAct 2013 may submit to RTA the prescribed Forms SH-13. The Nomination Form can bedownloaded from the Company's website www.indialease.com under the section Investor'sDownloads.
44. E-MAIL ID FOR INVESTOR'S GRIEVANCES
In terms of SEBI Listing Regulations the company has designated e-mail address firstname.lastname@example.org for the purpose of registering complaints by investors forredressal of their grievances.
45. CONSOLIDATION AND DEMATERIALIZATION OF SECURITIES
Members who may have more than one folio in their individual name or jointly withother persons mentioned in the same order are requested to write to the Registrars andShare Transfer Agents indicating the folio numbers for consolidation of similar holdingunder one folio and also dematerialization of their securities.
46. MEMBERS HOLDING SHARES IN ELECTRONIC FORM
SEBI has mandated the submission of Permanent Account Number (PAN) by every participantin securities market. Members are requested to submit their PAN to the DepositoryParticipants (DP) with whom they are maintaining their demat accounts.
47. MEMBERS HOLDING SHARES IN PHYSICAL FORM
Members can submit their PAN details to the company/Share Transfer Agent (STA). Membersholding shares in physical form own interest in their own interest are requested todematerialize the shares to avail the benefits of electronic holding/trading.
48. CEO/CFO CERTIFICATION
The CEO and the CFO of the company have certified to the Board with regard to thecompliance made by them in terms of Regulation 17(8) of SEBI Listing Regulations.
49. LISTING FEE
The listing fee for the year 2021-22 has already been paid.
50. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC).
There is no application filed for corporate insolvency resolution process by afinancial or operational creditor or by the company itself under the IBC before the NCLT.
The business as set out in the Notice will be transacted through electronic votingsystem and the company is providing facility for voting by electronic means. The membersmay cast their votes using electronic voting system (remote e-Voting).
52. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
In terms of the requirements of clause (m) of sub section(3) of Section 134 of theCompanies Act 2013 read with the Companies(Accounts) Rules 2014 the particulars aregiven as under:-
| ||March 312021 ||March 312020 |
|a) Technology ||It is not applicable ||It is not applicable |
|b) Conservation of Energy ||- ||- |
|c) Transactions in Foreign Currency: || || |
|a) Expenditure in Foreign Currency || || |
|i) Repayment of Foreign Currency Loan ||- ||- |
|ii) Interest on Foreign Currency Loan ||- ||- |
|iii) Travelling Expenses ||- ||- |
|b) Shares held by Non Resident Shareholders ||11600 ||11660 |
|i) No. of Shareholders ||18 ||17 |
The Company had no earnings in foreign exchange.
53. OTHER DISCLOSURES
- Electronic copy of the Annual Report and the Notice of the AGM. Inter-aliaindicating the process and manner of voting through remote e-voting are being sent tothose Members whose e-mail IDs are registered with the company/DPs for communicationpurposes.
Directors place on record their thanks for the assistance and cooperation received fromall the stakeholders bankers and other customers for their continued support andpatronage.
Your Directors also wish to place on record the dedicated and devoted services renderedby all personnel of the Company.
| ||For and on behalf of Board of Directors |
| ||For India Lease Development Limited |
| ||Rajiv Gupta |
|Place: New Delhi ||Chairman |
|Date: August 26 2021 ||DIN:00022964 |