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Jindal Leasefin Ltd.

BSE: 539947 Sector: Financials
NSE: N.A. ISIN Code: INE919T01013
BSE 00:00 | 24 Feb Jindal Leasefin Ltd
NSE 05:30 | 01 Jan Jindal Leasefin Ltd
OPEN 12.84
PREVIOUS CLOSE 12.84
VOLUME 1
52-Week high 16.70
52-Week low 12.23
P/E 6.11
Mkt Cap.(Rs cr) 4
Buy Price 12.84
Buy Qty 1.00
Sell Price 13.48
Sell Qty 50.00
OPEN 12.84
CLOSE 12.84
VOLUME 1
52-Week high 16.70
52-Week low 12.23
P/E 6.11
Mkt Cap.(Rs cr) 4
Buy Price 12.84
Buy Qty 1.00
Sell Price 13.48
Sell Qty 50.00

Jindal Leasefin Ltd. (JINDALLEASEFIN) - Director Report

Company director report

On behalf of the Board of Directors (the "Board") it gives me great pleasureto present the 25th Board's Report of your Company along with the BalanceSheet Profit and Loss account and Cash Flow statements for the financial year endedMarch 31 2019.

Financial Performance

Key highlights of financial performance of your Company for the financial year 2018-19are provided below:

(In Rs.)
Particulars 2018-19 2017-18
Sales and Other Income 4832184 2084536
Profit before Tax 2428742 233303
Provision for Tax 500000 50000
Minority Interest - -
Net profit for the year* 1938623 183303
Appropriations - -
Interim Dividend - -
Proposed Dividend on equity shares - -
Corporate tax on distributed dividend - -
Transfer to General Reserve 1938623 183303
EPS
Basic 0.29 0.41
Diluted 0.29 0.41

STATE OF COMPANY'S AFFAIRS

During the year under review the Company has earned Net profit of Rs. 1938623/- ascompared to previous year' loss of Rs. 183303/-.

CHANGE IN THE NATURE OF BUSINESS

During the Period under review there is no change in the nature of business of thecompany.

DIVIDEND

In view of future expansion plans your Directors do not recommend any dividend for theyear ended on March 31st 2019.

TRANSFER TO RESERVES

During the Year under review the company has earned a Net Profit of Rs.1938623/-.

SHARE CAPITAL

During the year under review the Company has neither altered its share capital norissued any kind of shares.

PARTICULARS OF LOANS ADVANCES GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of Companies Act 2013 read with Schedule V of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to Loansadvances guarantees and investments are provided as part of the financial statements.

BOARD OF DIRECTORS

Board's Composition and Independence

Your Company's Board consists of leaders and visionaries who provide strategicdirection and guidance to the organization. As on March 31 2019 the Board comprised offive directors out of which one is Managing Director and rest of the Directors are Non-Executive Directors and two non-executive Independent Directors.

Definition of ‘Independence' of Directors is derived from the provisions of theListing Regulations and Section 149(6) of the Companies Act 2013. The Company hasreceived necessary declarations from the Independent Directors stating that they meet theprescribed criteria disclosed the following Non-Executive Directors are considered asIndependent Directors:

1. Kiran Singhal

2. Sachin Kharkia

for independence. Based on the confirmations/disclosures received from the Directorsunder the provisions of the Companies Act 2013 and on evaluation of the relationships.

NUMBER OF MEETINGS OF THE BOARD

The Board met Twelve times during the financial year 2018-19 on 30.05.2018 11.07.201814.08.2018 13.10.2018 31.10.2018 14.11.2018 28.11.2018 08.12.2018 14.12.201805.01.2019 14.02.2019 and 18.03.2019

The maximum interval between any two meetings did not exceed 120 days.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Section 152 and Articles of Association of the Company Mr.Nishnat Garg will retire by rotation at the 25th Annual General Meeting andbeing eligible has offered himself for re-appointment.

COMMITTEES OF THE BOARD

The Company's Board has the following committees:

1. Audit Committee- Audit Committee met Five times during the year.

2. Nomination and Remuneration Committee - Nomination and Remuneration Committee metFour times during the year

3. Stakeholders' Relationship Committee - Stakeholders' Relationship Committee met Fourtimes during the year

The details of meetings of Board and its committees attended by each Directors is asunder:

Date of Board Meeting Surender Kumar Jindal Chavi Jindal Nishant Garg Kiran Singhal Sachin Kharkia
30.05.2018 - - Yes Yes Yes
11.07.2018 - - Yes Yes Yes
14.08.2018 - - Yes Yes Yes
13.10.2018 - - Yes Yes Yes
31.10.2018 - - Yes Yes Yes
14.11.2018 - - Yes Yes Yes
28.11.2018 - - Yes Yes Yes
08.12.2018 Yes Yes - - Yes
14.12.2018 Yes Yes Yes Yes Yes
05.01.2019 Yes Yes - - Yes
14.02.2019 Yes Yes Yes Yes Yes
18.03.2019 Yes Yes - - Yes
Total 5 5 9 9 12

 

Committee/ Dates Surender Kumar Jindal Chavi Jindal Nishant Garg Kiran Singhal Sachin Kharkia
Audit Committee
30.05.2018 - - - Yes Yes
14.08.2018 - - - Yes Yes
10.11.2018 - - - Yes Yes
31.01.2019 Yes - - Yes Yes
18.03.2019 Yes - - Yes Yes
Nomination and Remuneration Committee
30.05.2018 - - Yes Yes Yes
14.08.2018 - - Yes Yes Yes
14.11.2018 - - Yes Yes Yes
18.03.2019 - - Yes Yes Yes
Stakeholders Relationship Committee
30.05.2018 - - - Yes Yes
14.08.2018 - - - Yes Yes
14.11.2018 - - - Yes Yes
14.02.2019 Yes - - Yes Yes

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard is required to monitor and review the Board evaluation framework. In line with theCorporate Governance Guidelines Annual Performance Evaluation is conducted for all BoardMembers as well as the working of the Board and its Committees. This evaluation is led bythe Chairman of the Board Governance Nomination and Remuneration Committee with specificfocus on the performance and effective functioning of the Board. The evaluation processalso considers the time spent by each of the Board Member core competencies personalcharacteristics accomplishment of specific responsibilities and expertise. The Boardevaluation is conducted through questionnaire having qualitative parameters and feedbackbased on ratings. The outcome of the Board evaluation for financial year 2018-19 wasdiscussed by the members in the Nomination and Remuneration Committee at their meetingheld in 30th May 2019.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board Nomination& Remuneration Committee has framed a policy for selection andappointment of Directors including determining qualifications and independence of aDirector Key Managerial Personnel Senior Management Personnel and their remuneration aspart of its charter and other matters provided under Section 178(3) of the Companies Act2013.

VIGIL MECHANISM

In line with the requirements under Section 177(9) and (10) of the Companies Act 2013and Regulation 22 of the Listing Regulations your Company has adopted an Ombudsmanprocess which is a channel for receiving and redressing complaints from employees anddirectors. Under this policy your Company encourages its employees to report anyreporting of fraudulent financial or other information to the stakeholders and anyconduct that results in violation of the Company's code of business conduct to themanagement (on an anonymous basis if employees so desire).Likewise under this policyyour Company has prohibited discrimination retaliation or harassment of any kind againstany employees who based on the employee's reasonable belief that such conduct or practicehave occurred or are occurring reports that information or participates in theinvestigation. Mechanism followed under Ombudsman process is appropriately communicatedwithin the Company across all levels and has been displayed on the Company's intranet andwebsite at www.jlltd.co.in.The Audit Risk and Compliance Committee periodically reviewsthe functioning of this mechanism. No personnel of the Company was denied access to theAudit Risk & Compliance Committee.

RELATED PARTY TRANSACTIONS

As a part of its philosophy of adhering to highest ethical standards transparency andaccountability your Company has historically adopted the practice of undertaking relatedparty transactions only in the ordinary and normal course of business and at arm's length.In line with the provisions of the Companies Act 2013 and the Listing Regulations theBoard has approved a policy on related party transactions. The company has not beeninvolved in any related party transaction.

COMPLIANCE MANAGEMENT FRAMEWORK

Your Company has a robust and effective framework for monitoring compliances withapplicable laws. The Audit Risk and Compliance Committee and the Board periodicallymonitor status of compliances with applicable laws based on quarterly certificationprovided by senior management.

SUBSIDIARY/ASSOCIATE COMPANIES

As on 31st March 2019 the Company had no Subsidiary or Associate Company.

DEPOSITS

Company has not accepted any deposits from public.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act 2013 the Company has obtaineddeclaration from Independent Directors.

GOVERNANCE AND ETHICS

CORPORATE GOVERNANCE

As per Regulation 34 of the Listing Regulations a separate section on corporategovernance practices followed by Company are required to be presented in Annual Reporttogether with a certificate on compliance with corporate governance norms under theListing Regulations. However this provision is not applicable on companies covered underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

MANAGEMENT DISCUSSION ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis for the year under review ispresented in a separate section forming part of the Annual Report as per Annexure III.

COMPLIANCE MANAGEMENT FRAMEWORK

Your Company has a robust and effective framework for monitoring compliances withapplicable laws. The Audit Risk and Compliance Committee and the Board periodicallymonitor status of compliances with applicable laws based on quarterly certificationprovided by senior management. Pursuant to applicable provisions of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard in consultation with its Nomination & Remuneration Committee has formulated aframework containing inter-alia the criteria for performance evaluation of the entireBoard of the Company its Committees and Individual Directors including IndependentDirectors. Accordingly following is the criteria for evaluation:-

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

• The Frequency of Meetings

• Quantum of Agenda

• Administration of Meetings

• Flow and quantity of Information from the Management to the Board

• Number of Committees and their role.

• Overall performance of the Company

B. Criteria for evaluation of the Individual Directors including Independent Directors;

• Experience and ability to contribute to the decision making process

• Problem solving approach and guidance to the Management

• Attendance and Participation in the Meetings

• Personal competencies and contribution to strategy formulation

• Contribution towards statutory compliances monitoring of controls and CorporateGovernance

The Independent Directors had met once separately without the presence of Non-Independent Directors and the members of management and discussed inter-alia theperformance of non-Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of executive andNon-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance.

The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it shall be determined whether to extend or continue theirterm of appointment whenever the respective term expires. The Directors express theirsatisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss 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 the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;

f) As required under Section 134(5)(f) of the Companies Act 2013 and according to theinformation and explanations presented to us based on the review done by the Audit Riskand Compliance Committee and as recommended by it we the Board hereby state thatadequate systems and processes commensurate with the size of the Company and the natureof its business have been put in place by the Company to ensure compliance with theprovisions of all applicable laws as per the Company's Global Statutory Compliance Policyand that such systems and processes are operating effectively.

PARTICULARS OF EMPLOYEES

None of the employee was drawing in excess of the limits defined by the Companies Act2013 and the rules made thereunder which needs to be disclosed in the directors report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

STATUTORY AUDITORS

During the year M/s. H.K Dua & Co. Chartered Accountants Delhi resigned asAuditors. The Board appointed M/s. Goyal Nagpal & Co. Chartered Accountants Delhias the statutory auditors of the Company. Further the Board has also placed for approvalof Shareholders the appointment of M/s. Goyal Nagpal & Co. Chartered AccountantsDelhi as the statutory auditors of the Company for 5 years (i.e. from financial year2019-2020 to 2023-2024) to hold office from the conclusion of 25th AnnualGeneral Meeting till the conclusion of 29th Annual General Meeting of theCompany.

AUDITORS' REPORT

There are no qualifications reservations or adverse remarks made by M/s. Goyal Nagpal& Co. Statutory Auditors in their report for the financial year ended March 312019. Pursuant to provisions of section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Risk and ComplianceCommittee during the year under review.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Upender Jajoo proprietor M/s Upender Jajoo & Associates a firm ofCompany Secretaries in Practice to conduct Secretarial Audit of the Company. The Reportof the Secretarial Audit in Form MR-3 for the financial year ended March 31 2019 isenclosed at Annexure I to the Report. There are no qualifications reservations oradverse remarks made by the Secretarial Auditor in his report.

INTERNAL AUDITOR:

Mr. Suresh Chand Khandelwal the Internal Auditor has placed the internal audit reportto the Company which is self explanatory and need no Comments.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of the Companies Act 2013 companies having net worth of Rs. 500Crore or more or turnover of Rs. 1000 crore or more or net profit of Rs.5 Crore or moreduring any financial year are required to constitute a Corporate Social Responsibility(CSR) committee of the board comprising three or more directors at least one of whomshould be an independent director and such company shall spend at least 2% of the averagenet profits of the company's three immediately preceding financial years. This provisionis not applicable on the company.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND RESEARCH AND DEVELOPMENT ANDTECHNOLOGY ABSORPTION

Details of steps taken by your Company to conserve energy through its"Sustainability" initiatives have been disclosed as part of this Annual Reportin Management Discussion and Analysis Report. This provision is not applicable on thecompany.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. Adequate workshops and awareness programmes against sexual harassment areconducted across the organization. Your director's further state that during the yearunder review 2017-2018 there were no complaints received pursuant to Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013. The following isreported pursuant to Section 22 of Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013.

No. of complaints received during the year: Nil

No. of complaints disposed off during the year: Nil

No. of complaints pending more than 90 days: Nil

No. of workshops or awareness programme against sexual harassment carried out: NIL

Nature of action taken by the employer or district officer: N.A

Details of Significant and Material Orders Passed by the regulators/Courts/Tribunalsimpacting the Going Concern Status and the Company's Operations in Future

There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) and section 134(3) (a) extract of the Annual Return as onMarch 31 2019 in form MGT-9 is enclosed as Annexure II to this report.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the customers shareholders bankersbusiness partners/associates regulators stock Exchanges financial institutions fortheir consistent support and encouragement extended to the Company. I am sure you willjoin our Directors in conveying our sincere appreciation to all employees of the Companyand associates for their hard work and commitment. Their dedication and competence hasensured that the Company continues to be a significant and leading player in the industry.Your involvement as shareholders is also greatly valued at. Your Directors look forward toyour continuing support.

By Order of the Board

JINDAL LEASEFIN LIMITED

Sd/-

Surender Kumar Jindal

Chairman

DIN: 00130589

Address: 110 Babar Road New Delhi- 10001

Date: August 14 2019

Place: New Delhi