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Lead Financial Services Ltd.

BSE: 531288 Sector: Financials
NSE: N.A. ISIN Code: INE531D01010
BSE 12:24 | 18 May 11.65 -0.61
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NSE 05:30 | 01 Jan Lead Financial Services Ltd
OPEN 11.65
PREVIOUS CLOSE 12.26
VOLUME 100
52-Week high 21.95
52-Week low 3.89
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.65
Sell Qty 531.00
OPEN 11.65
CLOSE 12.26
VOLUME 100
52-Week high 21.95
52-Week low 3.89
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.65
Sell Qty 531.00

Lead Financial Services Ltd. (LEADFINANCIALS) - Director Report

Company director report

To

The Members

Lead Financial Services Limited

Your Directors are presenting their 28th Annual Report on the business and operationsof the Company and Audited Accounts for the Financial Year ended March 312021.

1. Financial Performance

The Financial results of the Company during the period ended on 31st March 2021 are asunder:

(Rs in Lacs)

PARTICULARS CURRENT YEAR (2020-21) PREVIOUS YEAR (2019-20)
1. Total Income 6.06 6.13
Less: i) Operating Administrative & other Exp. 19.65 21.06
2. Earnings before interest and depreciation
Less: i) Interest 0.87 2.89
ii) Depreciation - -
3. Profit / (Loss) before Extra-ordinary item (14.46) (17.83)
Add: Extra-ordinary item - -
3. Profit / (Loss) before Tax (14.46) (17.83)
Less: provision for Tax
i) Current - -
ii) Deferred (3.76) (9.82)
4. Profit /( Loss) after Tax (10.70) (8.01)
Add: Other Comprehensive Income (OCI) 0.84 5.07
5. Total Comprehensive Income (9.86) (2.93)
6. Equity Capital 330.00 330.00
7. Earnings Per Share (0.32) (0.24)

2. State of Affairs:

Lead Financial Services Limited is engaged in the business of Non - Banking Financialinstitution (Non Deposit Accepting) as defined in section 45-I (a) of the RBI Act. Duringthe Financial year under review your company achieved Total Income of Rs. 6.06 Lacs ascompared to Rs. 6.13 Lacs in the previous year. Net Loss (after tax) for the year is Rs.10.70 Lacs as compared to Rs. 8.01 Lacs in the previous year.

3. Dividend

Your Directors regret their inability to recommend any dividend in view of lossesduring the financial year under review.

4. Reserves and Surplus/ other Equity

Reserves and Surplus / other Equity as at 31st March 2021 is Rs. 211.48 lacs. In viewof loss the Company has not transferred any amount to the Statutory Reserve during theyear under review.

5. Management Discussion and Analysis

The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact onthe financial well-being of nations corporations and individuals. A detailed discussionon impact of COVID-19 on the NBFC sector and operations of the Company is covered in the‘Management Discussion and Analysis.'

6. The Management Discussion and Analysis of financial condition and results ofoperation of the Company for the year under review as required under Regulation 34 ofSEBI (LODR) Regulations 2015 is given separately under the head "ManagementDiscussion & Analysis Report" in Annual Report as ‘Annexure-1'.

7. Material Changes:

There are no material changes and commitments affecting the financial position of thecompany between the end of financial year of your Company and the date of Director'sReport.

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the Financial year such controls were checked and noreportable material weaknesses were observed.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The names of companies which have become or ceased to be its Subsidiaries joint ventures or associate companies during the year. Not Applicable
Performance & Financial position of each of the subsidiaries associates and joint venture companies included in the consolidated financial statement. Not Applicable

10. Deposits

The Company did not hold any public deposits at the beginning of the year nor has itaccepted any public deposits during the year under review.

11. Auditors

• STATUTORY AUDITORS

M/s B G G & Associates Chartered Accountants (ICAI Firm Registration Number:016874N) New Delhi were appointed as statutory auditors of the company to hold officefor a period of 5 years commencing from the conclusion of the 24th Annual General Meeting("AGM") held on 28th September 2017 till the conclusion of the 29th AGM of theCompany to be held in the year 2022 subject to ratification of their appointment by theMembers at every AGM as may be applicable.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May2018 amending Section 139 of the Companies Act 2013 and the applicable Rules themandatory requirement for ratification of appointment of Auditors by the Members at everyAGM has been omitted and hence the Company has not proposed ratification of appointment ofM/s B G G & Associates Chartered Accountants at the ensuing AGM.

The Statutory Auditors have given a confirmation to the effect that they are eligibleto continue with their appointment and that they are not disqualified in any manner fromcontinuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shallbe determined by the Board of Directors based on the recommendation of the AuditCommittee.

• SECRETARIAL AUDITORS

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 M/s Pooja Anand & Associates Company Secretaries to undertake thesecretarial audit of the company.

• INTERNAL AUDITORS

Mr. PL Verma Chartered Accountant performs the duties of internal auditor of theCompany. The report given by the internal auditor has been reviewed by the audit committeefrom time to time.

12. Auditor's Report

The observations in the Auditor's Report are dealt in the notes forming part ofaccounts at appropriate places and the same being self explanatory no further comment isconsidered necessary. There was no adverse remark given by the Statutory Auditors in theirreport.

13. Secretarial Audit Report

A Secretarial Audit Report in Form_MR-3 given by Mr. Mukul Tyagi partner of M/s PoojaAnand & Associates Company Secretary in whole time practice is annexed with thereport in ‘Annexure 2'. There was no adverse remark given by the Secretarial Auditorsin their report.

14. Directors Key Managerial Personnel and Management:

(i) Composition

At the end of year the Board consisted of optimum combination of Executive &Non-Executive Directors. Mr. P.C. Bindal Promoter and Director of the Company is aNon-Executive Chairman.

S.No. Name of the Director Category Date of appointment
1 Padam Chandra Bindal Non-ExecutiveNon-Independent 28/11/1994
2 Suman Bindal Non-Executive Non-Independent 29/06/2020
3 Pradeep Kumar Jain Non-Executive Independent 10/03/2007
4 Jitender Kumar Sharma Non-Executive Independent 29/09/2018

A) Changes in Directors

• Ms. Suman Bindal (DIN: 00030791) Director of the Company retires by rotation atthe forthcoming Annual General Meeting and being eligible offers herself forre-appointment. The Board recommends her re-appointment for the consideration of theMembers of the Company at the Annual General Meeting.

• Ms.Suman Bindal was appointed as an Additional Director of the Company w.e.f.29.06.2020 was regularized in the last Annual General Meeting of the Company held on21.09.2020.

• Ms. Kusha Bindal (DIN: 06952708) has resigned from the position of Director ofthe Company w.e.f. June 29 2020 due to personal reason.

B) Changes in Key Managerial Personnel

• Ms. Suman has resigned from the position of Company Secretary of the Companyw.e.f. March 05 2021.

• Ms. Komal was appointed as Company Secretary of the company with effect fromMarch 10 2021.

• Mr. Vijay Bansal has resigned from the position of Manager of the Company w.e.f.June 29 2020 due to personal reason.

• Mr. Sudesh Gupta was appointed as Chief Executive Officer of the Company witheffect from June 29 2020.

C) Declaration by an Independent Director(s)

The Company has received necessary declaration from all the Independent Directors ofthe Company confirming that they fulfill the criteria of Independence as prescribed undersub section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

D) Evaluation of the Board its Committees and Individual Directors

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

Pursuant to the provisions of the Companies Act and the corporate governancerequirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015("Listing Regulations") the Boardhas carried out an annual evaluation of its own performance the individual Directors(including the Chairman) as well as an evaluation of the working of all Board Committees.The Board of Directors was assisted by the Nomination and Remuneration Committee. Theperformance evaluation was carried out by seeking inputs from all the Directors/ Membersof the Committees as the case may be and discussions with the Directors by the Chairmanof the NRC.

A separate meeting of the Independent Directors was also held for the evaluation of theperformance of non-independent Directors performance of the Board as a whole and that ofthe Chairman of the Board.

15. Number of meetings of the Board of Directors

During the financial year ended March 312021 05 (Five) meetings of the Board wereheld as follows:

S. No. Dates of Board Meeting Board Strength No. of directors present
01. June 29 2020 4 4
02. August 24 2020 4 4
03. November 06 2020 4 4
04. February 08 2021 4 4
05. March 10 2021 4 4

The maximum time gap between two meetings was not more than 120 days.

16. Committee of the Board

The Board has constituted three Committees of the Board - the Audit Committee theNomination and Remuneration Committee Stakeholder's Relationship Committee. Thecomposition of these Committees including the number of the meetings held during thefinancial year are as follows:

A. Audit Committee

The composition quorum powers role and scope are in accordance with Section 177 ofthe Companies Act 2013 and the provisions of Regulation 18 of the SEBI (LODR)Regulations 2015.

The Audit Committee is responsible for the effective supervision of the financialreporting process reviewing with the management the financial statements and ensuringtheir compliance with accounting standards Listing Regulations and other legalrequirements and ensuring compliance with internal controls; reviewing finding of internalaudit and ensuring follow up action on significant findings and reviewing quarterly halfyearly and annual accounts. All the recommendations made by the Audit Committee wereaccepted by the Board.

Four meetings of Audit Committee were held during the year 2020-21 on June 29 2020August 24 2020 November 06 2020 and February 08 2021.

The composition of Audit Committee as on March 31 2021 including the attendance of thecommittee members at the meeting held during financial year is as follows:

Name of Members Category Designation Number of Meetings during the year 2020-21
Held during tenure of Member/Chairman Attended
Mr. Pradeep Kumar Jain Independent Director Chairman 4 4
Mr. Jitender Kumar Sharma Independent Director Member 4 4
Mr. P C Bindal Non Executive Director Member 4 4

B. Nomination & Remuneration Committee

The Nomination and Remuneration Committee (N & R Committee) of the Company isconstituted in line with the Section 178 of the Companies Act 2013 and as per provisionsof Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Nomination and Remuneration Committee of the Board inter alia recommends to theBoard of Directors the compensation terms of Executive Director/ Manager. It alsorecommends successions and appointments for the membership of the Board and the seniormanagement.

Nomination and Remuneration Policy

The Company's Nomination and Remuneration Policy is driven by the success andperformance of the individual employee and the Company. Through its compensationprogramme the Company endeavour's to attract retain develop and motivate a highperformance workforce. Individual performance pay is determined by business performanceand the performance of the individuals measured through the annual appraisal process.

The Company pays remuneration by way of salary benefits perquisites and allowances(fixed component) and commission (variable component) to the Executive Director if any.Annual increments are decided by the Remuneration Committee within the salary scaleapproved by the members and are effective from April 1 each year. The Nomination andRemuneration Committee decides on the commission payable to the Executive Director ifany out of the profits for the financial year and within the ceilings prescribed underthe Companies Act 2013 and amendment thereof based on the performance of the Company aswell as that of the each Executive Director.

The Company firmly believes in attracting and retaining high caliber talent. TheNomination and remuneration policy therefore takes into account the competitivecircumstances so as to attract & retain quality talent.

Moreover the policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of section 178 is available on our website i.e.www.leadfinancialservices.in.

Three meetings of N & R Committee were held during the year 2020-21 on June 292020 August 24 2020 and March 10 2021.

The composition of Nomination & Remuneration Committee as on March 31 2021including the attendance of the committee members at the meeting held during financialyear is as follows:

Name of Members Category Designation Number of Meetings during the year 2020-21
Held during tenure of Member/Chairman Attended
Mr. Jitender Kumar Sharma Independent Director Chairman 3 3
Mr. Pradeep Kumar Jain Independent Director Member 3 3
Mr. P C Bindal Non Executive Director Member 3 3

C. Stakeholder Relationship Committee

The Stakeholder Relationship committee of the Company is constituted in line with theSection 178 of the Companies Act 2013 and as per provisions of Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Stakeholder's Relationship Committee is primarily responsible to review all mattersconnected with the Company's transfer of securities and redressal of shareholder's /investor's / security holder's complaints transposition issue of duplicate sharecertificates approval of demat/ remat of share certificates issue of duplicate share /debenture certificates. The Committee also monitors the implementation and compliance withthe Company's Code of Conduct for prohibition of Insider Trading.

Four meetings of Stakeholder's Relationship Committee were held during the year 2020-21on June 29 2020 August 24 2020 November 06 2020 and February 08 2021.

The composition of Stakeholder Relationship Committee as on March 312021 including theattendance of the committee members at the meeting held during financial year is asfollows:

Name of Members Category Designation Number of Meetings during the year 2020-21
Held during tenure of Member/Chairman Attended
Mr. Jitender Kumar Sharma Independent Director Chairman 4 4
Mr. Pradeep Kumar Jain Independent Director Member 4 4
Mr. P C Bindal Non Executive Director Member 4 4

• During the year under review no investor grievance was received or was pendingin the SCORES account of the Company. There are no pending transfers as on 31st March2021.

17. Vigil Mechanism and Whistle Blower Policy:

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. Employees may alsoreport to the Chairman of the Audit Committee. During the financial year no employee wasdenied access to the Audit Committee.

18. Particulars of Loans Guarantees or Investments under section 186

The provisions of Section 186 of the Act pertaining to granting of loans to any personsor bodies corporate and giving of guarantees or providing security in connection with theloan to any other bodies corporate or persons are not applicable to the Company as theCompany is a Non Banking Financial Company.

19. Corporate Social Responsibility (CSR)

Section 135 of the Companies Act 2013 is not applicable to the company.

20. Related Party Transactions:

Particulars of Contracts or Arrangements with Related parties referred to in Section188(1) are mentioned in Form AOC- 2 (Annexure - 3) .

21. Share Capital

The paid-up Equity Share Capital of the Company as on March 312021 was Rs.33000000/- There was no change in the Authorised or Paid-up Capital or SubscribedCapital during FY 2020-21.

22. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy:
(i) the steps taken or impact on conservation of energy; N.A
(ii) the steps taken by the company for utilising alternate sources of energy; N.A
(iii) the capital investment on energy conservation equipments; N.A
B) Technology absorption:
(i) the efforts made towards technology absorption; N.A
(ii) the benefits derived like product improvement cost reduction product development or import substitution; N.A
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A
(a) the details of technology imported; N.A
(b) the year of import; N.A
(c) whether the technology been fully absorbed; N.A
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and N.A
(iv) the expenditure incurred on Research and Development. N.A
(C) Foreign exchange earnings and Outgo:
1. Activities relating to exports; initiative taken to increase exports; development of new export markets for products services and export plans. NIL
2. Total foreign exchange used and earned. NIL

The information of foreign exchange earnings and outflow is furnished in notes toaccounts.

23. Extract of the annual return

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in MGT 9 isannexed (Annexure- 4) and is available on the Company's website viz.www.leadfinancialservices.in.

24. Regulatory Action:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and operations of the Company in future.

25. Managerial Remuneration:

The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is mentionedin (Annexure- 5).

No employees are in receipt of remuneration as specified under section 197(12) of theAct read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

26. Corporate Governance:

Since the paid- up capital of the Company is less than Rs. 10 Crores and Net worth isless than Rs. 25 Crores the provisions of the Corporate Governance (specified in theregulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andPara C D and E of Schedule V) as stipulated under Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to theCompany. Hence no separate report on Corporate Governance Report has been given.

However your Company is complying and doing every effort to comply with the provisionsof the Corporate Governance and to see that the interest of the Shareholders and theCompany are properly served. It has always been the Company's endeavor to excel throughbetter Corporate Governance and fair & transparent practices many of which havealready been in place even before they were mandated by the law of land.

27. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 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 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; and

(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.

(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.

28. Maintenance of Cost Record

The maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is not applicable to theCompany.

29. Risk Management and policy

As a NBFC the Company has laid down a well-defined risk management framework toidentify assess and monitor risk and strengthen controls to mitigate risk. The Companyhas laid down procedures to inform the Audit Committee as well as the Board of Directorsabout risk assessment and management procedures and status. The Risk management processhas been established across the Company and is designed to identify assess and frame aresponse to threats that affect the achievement of its objectives. Further it is embeddedacross all the major functions and revolves around the goals and objectives of theCompany.

The Company has a strong risk management framework to identify monitor and minimizerisk as also identify business opportunities.

30. Listing on Stock Exchanges

Your company's shares are listed on the following stock exchanges:

(1) BSE Ltd.

Corporate Relationship Department Phiroze Jeejeebhoy Towers

Dalal Street Mumbai - 400001

Listing fees including for the year 2021-22 has been paid within due date to the StockExchange.

31. Registrar & Share Transfer Agent

The company has appointed Beetal Financial and Computer Services (P) Limited (Beetal)as its Registrar and Share Transfer Agent. The shareholders are advised to approach Beetalon the following address for any share & demat related queries and problem.

Beetal Financial & Computer Services Private Limited

Beetal House 3rd Floor

99 Madangir Behind LSC Near Dada Harsukhdas Mandir New Delhi-110062 Tel:011-29961281 29961282 Fax: 011-29961284

E-Mail ID: beetal@beetalfinancial.com Website: www.beetalfinancial.com

32. Transfer System

During the year shares in physical form were processed by the Registrar and ShareTransfer Agents within 15 days from the date of receipt provided the documents are validand complete in all respects. Beetal Financial and Computer Services (P) Limited ShareTransfer Agents of the Company is authorized to sign the share certificates on behalf ofthe Company for expeditious disposal of transfer requests.

SEBI vide its Notification No. SEBI/LAD-NRO/GN/2018/24 dated 8th June 2018 amendedRegulation 40 of SEBI Listing Regulations which mandated transfer of securities only indematerialised mode from 5th December 2018. Further as per SEBI Notification No.SEBI/LAD-NRO/GN/2018/49 dated 30th November 2018 the date for transfer of securities inphysical form was extended from 5th December 2018 to 1st April 2019. Accordinglyrequests for effecting transfer of securities shall not be processed unless the securitiesare held in the dematerialised form with the depository with effect from 1st April 2019.

In case of shares in electronic form the transfers are processed by NSDL/CDSL throughrespective Depository Participants.

33. Dematerialization of Shares

The company's equity shares are eligible for dematerialization. The company has signedagreements with both the depositories namely NSDL and CDSL. The shareholders may thereforehold company's shares in electronic mode.

The company's ISIN No. for both the depositories is INE531D01010. Stock Code for theEquity Shares of the Company at BSE Ltd. is: 531288

As on 31st March 202153.57 % and 4.91 % of the Equity Shares of the Company are heldin dematerialized form with NSDL and CDSL respectively.

34. Details in respect of frauds reported by Auditors other than those which arereportable to the Central Government

The Statutory Auditors Secretarial Auditors Internal Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.

35. Disclosure under the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013.

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of loading complaints. Thereis an Internal Complaints Mechanism wherein any wrongful conduct as regards sexualharassment or any discrimination can be reported. The following is a summary of sexualharassment complaints received and disposed of during the year under review-

• No. of complaints received: Nil

• No. of complaints disposed of: NA

• No. of complaints pending: Nil

ACKNOWLEDGEMENT:

We thank our clients investors and bankers for their continued support during theyear. We place on record our appreciation of the contribution made by employees at alllevels. We thank the Government of India particularly the Reserve Bank of India theSecurities and Exchange Board of India (SEBI) Stock Exchanges and other governmentagencies/authorities for their support and look forward to their continued support infuture.

Your Company's employees are the keys for its attaining new heights. Your Directorsplace on record their deep appreciation of the commitment and professionalism displayed bythem.

We also value the support provided by the Company's Shareholders and we look forward toyour continuing future support.

For and on behalf of the Board
For Lead Financial Services Limited
PADAM CHANDRA BINDAL SUMAN BINDAL
Place : New Delhi CHAIRMAN DIRECTOR
Date : 21.08.2021 DIN:00004769 DIN: 00030791

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