Your Directors feel pleasure in presenting their 35th Annual Report togetherwith the Audited Statements of accounts for the Financial Year ended on 31stMarch 2019.
During the year under review the Company has shown notable performance. The extractsof financial results 2018-19 are as under:
| || ||(in Rs.) |
|Particulars ||2018-19 ||2017-18 |
|T otal Revenue ||19581478 ||3394485 |
|Total Expenses ||4661166 ||2121527 |
|Profit / (Loss) Before Taxation ||14920312 ||1272958 |
|Provision for Income Tax ||4115000 ||432014 |
|Provision for Deferred Tax ||NIL ||NIL |
|Profit after T axation ||10805312 ||840944 |
During the year the company has carried out its business operations. However Companyhas achieved a stable profit during the year. Your Directors are putting their bestefforts to improve the performance of the Company. The company anticipates moredevelopment in the Finance Industry in years to come.
The income from operations during the year is Rs. 19581478 as against Rs. 3394364in the previous year. The Company made a profit before tax of Rs. 14920312 as againstthe profit of Rs. 1272958 in the previous year.
Your Directors intend to plough back available resources for the financial requirementsand express their inability to recommend any dividend for the financial year.
In terms of Section 45-IC of the RBI Act 1934 the Company registered as NBFC with RBIis required to transfer at least 20% of its Profit after tax to a Reserve Fund beforedividend is declared. As at the year end an amount of Rs. 2161062 has transferred tothe Reserve Fund.
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 the guidelines ofthe Reserve Bank of India and Companies (Acceptance of Deposits) Rules 1975.
EXTRACT OF ANNUAL RETURN
The details forming part of Annual Return in form MGT-9 is annexed Annexure- II.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consist of Four (5) Directors and (1) CFO Mr. Jinen Manoj Shah (CFO) Mr.Pankaj Ramanbhai Jadav (Non-Executive and Independent Director) Mr. Ramcharan NathmalBeriwala(Non-Executive and Independent Director) and MS. Ami Jinen Shah (Whole TimeDirector) Ms. Rashida Masnur Dula (NonExecutive and Independent Director) and Mr. BudhanJha (Non Executive and Independent Director). There has been no change in composition ofBoard.
Mr. Jinen Manoj Shah has resigned from the post of Director w.e.f 06.05.2019 andappointed as CFO in the Company w.e.f . 06.05.2019.
Ms. Ami Jinen Shah has been appointed as Whole Time Director w.e.f 06.05.2019.
Mr. Budhan Jha has been appointed as Independent Director w.e.f 06.05.2019.
CHANGE IN COMPANY SECRETARY
The Company has appointed Ms. Divya an Associate Member of the Institute of CompanySecretaries of India as Company Secretary of the Company w.e.f. 06.05.2019 and Ms. Manjuhas resigned from the post of Company Secretary w.e.f 12.03.2019
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 and as per SEBI (LODR)Regulations 2015 a separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution and independence of judgment therebysafeguarding the interest of the Company. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. The Boardalso carried out annual performance evaluation of the working of its Audit Nomination andRemuneration as well as Stakeholders Relationship Committee. The Directors expressed theirsatisfaction with the evaluation process.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declaration from Mr. Ramcharan Nath Beriwala Mr. PankajRamabhai Jadav and Ms. Rashida Masnur Dula Mr. Budhan Jha Independent Directors of theCompany confirming that they meet with the criteria of Independence as prescribed by theCompanies Act 2013 and the SEBI (LODR) Regulations 2015.
The Board met 9 times during the financial year. During the 12 months period ended 31stMarch 2019. Board Meetings were held on 19.04.2018 28.05.2018 03.07.2018 10.07.201813.08.2018 18.10.2018 13.11.2018 18.01.2018 and 14.02.2019
The intervening gap between any two consecutive meetings of the Board did not exceedone hundred and twenty days as prescribed under the Companies Act 2013 and the SEBI(LODR) Regulations 2015.
COMMITTEES OF THE BOARD
Following are the three committees constituted by the Board:
1. Audit Committee.
2. Shareholders and Investor Grievance Committee and.
3. Nomination & Remuneration Committee.
The Composition of Board Committees as on March 31 2019 was as under -
1. Audit Committee
The Audit Committee of the Company consisted of Mr. Jinen Manoj Shah (ExecutiveDirector) Mr Ramcharan Beriwala (Non-Executive & Independent Director) and Mr. PankajJadav (Non-Executive & Independent Director). The constituted Audit Committee alsomeets the requirements under Section 177 of the Companies Act 2013.
The Chairman of the Committee is Mr. Ramcharan Beriwala an Independent Directornominated by the Board.
As Mr. Jinen Manoj Shah has resigned from the post of Director w.e.f 06.05.2019 Boardhas Re-constituted Audit Committee which consists of Mr. Budhan Jha (Non-Executive &Independent Director) Mr Ramcharan Beriwala (Non-Executive & Independent Director)and Mr. Pankaj Jadav (Non-Executive & Independent Director). The Re-constituted AuditCommittee also meets the requirements under Section 177 of the Companies Act 2013.
The terms of reference of the Audit Committee inter alia include overseeing financialreporting process reviewing the financial statements and recommending appointment ofAuditors.
2. Nomination and Remuneration Committee
Nomination and Remuneration Committee of the Company consists of three Directorsnamely Mr Ramcharan Beriwala (Non-Executive & Independent Director) and Mr. PankajJadav (Non-Executive & Independent Director) and Ms. Rashida Mansur Dula(Non-Executive & Independent Director).
The Board has Re-constituted Nomination and Remuneration Committee after 31stMarch 2019 which consists of Mr. Budhan Jha (Non-Executive & Independent Director)Mr Ramcharan Beriwala (Non-Executive & Independent Director) and Mr. Pankaj Jadav(Non-Executive & Independent Director). The re-constituted Nomination and RemunerationCommittee of the Company also meets the requirements under Section 178 of the CompaniesAct 2013.
The Committee's scope of work includes identifying the persons who are qualified tobecome directors and who may be appointed in senior management and recommend to the Boardtheir appointment and removal and carry out evaluation of every director's performancedeciding on remuneration and policy matters related to remunerations of Directors andlaying guidelines for remuneration package or compensation.
The Committee has formulated a Nomination and Remuneration Policy relating to theappointment and remuneration for the directors key managerial personnel and otheremployees. The nomination and remuneration policy is annexed marked Annexure 'III'.
3. Stakeholders Relationship Committee(SRC):
The Company has a Stakeholders Relationship Committee comprising of Mr. PankajJadav(Non- executive and Independent Director) Mr. Ramcharan Beriwala (Non-Executive andIndependent Director) and Mr. Jinen Manoj Shah(Executive Director). The Committee interalia approves issue of duplicate share certificates and oversees and reviews all mattersconnected with the securities transfer. The Committee also looks into redressal ofshareholders complaints like transfer/transmission of shares non- receipt of AnnualReport non receipt of declared dividends etc. During the year nil complaints werereceived from investors in respect of share transfers.
As Mr. Jinen Manoj Shah has resigned from the post of Director w.e.f 06.05.2019 Boardhas Re-constituted Stakeholders Relationship Committee which consists of Mr. Budhan Jha(NonExecutive & Independent Director) Mr Ramcharan Beriwala (Non-Executive &Independent Director) and Mr. Pankaj Jadav (Non-Executive & Independent Director). TheRe-constituted Audit Committee also meets the requirements under Section 177 of theCompanies Act 2013.
CHANGE IN THE NATURE OF BUSINESS
The Company is engaged in the business of Investments Leasing and Financing. There hasbeen no change in the nature of business of the Company during the year under review.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
No significant and material orders were passed by any Regulator(s) or Court(s) orTribunal(s) which would impact the going concern status of the company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitment affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135(1) of the Companies Act 2013 are not applicable to theCompany and therefore the company has no corporate social responsibility committee of theBoard.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.
M/s Mittal Nirbhay & Company Chartered Accountant Delhi have indicated theirunwillingness to continue as Auditors of the Company.
Pursuant to provisions of Section 139(2) of Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 M/s KMRG & Associates Chartered Accountants NewDelhi bearing registration number 029698N are eligible for appointment as Auditors. YourCompany has received a written confirmation from M/s KMRG & Associates CharteredAccountants New Delhi to the effect that their appointment if made would satisfy thecriteria provided in Section 141 of the Companies Act 2013 for their appointment.
Board recommend their appointment at the ensuing Annual general meeting.
The Auditors report does not contain any reservation qualification or adverse remark.The observations contained in the Audit report submitted by M/s KMRG & AssociatesChartered Accountant Delhi are self explanatory and does not require any furtherexplanation.
Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013 theCompany is required to annex with its Board's Report a secretarial audit report given bythe Company Secretary in practice.
The secretarial audit of the Company has been conducted by M/s V Kumar &Associates Company Secretaries in Practice and their report on the secretarial audit forthe year under review.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report does not contain any reservation qualification or adverseremark except that
Since Company is required to appoint Internal Auditor pursuant to section 138of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules 2014 Butthe Company did not appoint any Internal Auditor.
As mentioned in the secretarial audit report annexed hereto is attached as Annexure-IV.
The Company has not accepted any fixed deposits during the financial year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All material related party transactions that were entered into during the financialyear were on an arm's length basis and were in the ordinary course of business. There areno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. Form No. AOC-2 marked Annexure-l isannexed to this report containing disclosure of related party transactions under Section188 of the Companies Act 2013.
ENVIRONMENT HEALTH AND SAFETY
The Company accords the highest priority to health and environment and safety. TheCompany takes at most care for the employees and ensures compliance with the EnvironmentAct.
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Compliance with the Corporate Governance Provisions shall not applyin respect of the listed entity having paid up Equity Share Capital not exceeding RupeesTen Crores and Net worth not exceeding Rupees Twenty Five Crores as on the last day of theprevious financial year.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors' confirm thefollowing:
(A) That in preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(B) That the Directors have selected such accounting policies and applied themconsistently and made judgments 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 ended on 31st March 2019 and of the profit of the company forthe that year.
(C) That the Directors have taken proper and sufficient care for maintenance ofadequate accounting records for the year ended 31st March 2019 in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the companyand for prevention and detection of fraud and other irregularities.
(D) That the Directors have prepared the accounts for the financial year ended 31stMarch 2019 on a going concern basis.
(E) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial control is adequate and operating effectively.
(F) The Director had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Section 134(3) (m) of the Companies Act 2013 read with a Companies (Disclosure ofparticulars in the report of the Board of Directors) Rules 8 is not applicable since thecompany does not have any manufacturing activities.
There has been no expenditure and /or earning in foreign exchange.
PARTICULARS OF EMPLOYEES:
There is no employee in the Company drawing remuneration for which information isrequired to be furnished under section 134 of the Companies Act 2013 read with Companies(Particulars of Employees) Rules 1975 as amended.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY
The Company has no subsidiary Associate Companies and joint venture Company.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENT
The company has adequate internal financial control system commensurate with the sizeof the company and the nature of its business with regards to purchase of fixed assets.The activities of the company do not involve purchase of inventories and sale of goods andservices.
For the purposes of effective internal financial control the Company has adoptedvarious procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.
To ensure adequacy of internal financial controls the procedures adopted by theCompany are based on the following parameters:
(a) Familiarity with Policies and Procedures - the related policies and procedures andthe changes thereto if any are communicated to the employees at the time of joining andit is ensured that such person understands the policies or procedures correctly.
(b) Accountability of Transactions - There is a proper delegation of authorities andresponsibilities so as to ensure accountability of any transaction.
(c) Accuracy & Completeness of Financial Statements/ Reports - For accuracy andcompleteness of information reconciliation procedure and multiple checking at differentlevel have been adopted. To avoid human error computer softwares are extensively used.
(d) Retention and Filing of Base Documents - All the source documents are properlyfiled and stored in a safe manner. Further important documents depending upon theirsignificance are also digitized.
(e) Segregation of Duties - It is ensured that no person handles all the aspect of atransaction. To avoid any conflict of interest and to ensure propriety the duties havebeen distributed at different levels.
(f) Timeliness - It is also ensured that all the transactions are recorded and reportedin a timely manner.
The procedures are also reviewed by the Statutory Auditors and the Directors of theCompany from time to time. There has also been proper reporting mechanism implemented inthe organization for reporting any deviation from the procedures
RISK MANAGEMENT POLICY
At Present the Company has not identified any element of risk which may threaten theexistence of the Company.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has in place the whistle blower mechanism for directors employees with aview to provide for adequate safeguards against victimization of stakeholders and providefor direct access to the Chairperson of the Audit Committee in appropriate cases. Thepolicy can be accessed at the website of the Company at http://llflltd.com/
CODE OF CONDUCT
The Chairman of the Board Meetings has given a declaration that all Directors andsenior Management Personnel concerned affirmed compliance with the code of conduct withreference to the year ended March 31 2019.
Your Directors wish to place on record and acknowledge their appreciation for thecontinued support and co- operation received from Government agencies and theShareholders. Your Directors also record their appreciation for the total dedication ofemployees at all levels.
By order of the Board For Leading Leasing Finance and Investment Company Limited
| ||Rashida Masnur Dula |
| ||Director |
| ||DIN:07241900 |
|Place: New Delhi ||Add: 2/3/A Sadik Park |
|Date: 09.07.2019 ||Near Khushrid Park Gyaspur |
| ||Sarkhej Road Ahmedabad-380055 |