To The Members
LEENA CONSULTANCY LIMITED
The Directors are pleased to present the Thirty Fourth Annual Report of your Companytogether with the Audited Financial Statements and the Auditors' Report for the financialyear ended 31st March 2017.
FINANCIAL HIGHLIGHTS (Standalone)
|Particulars ||Amount in Rupees ||Amount in Rupees |
| ||2016-2017 ||2015-2016 |
|Total Income for the year ||253924 ||309549 |
|Total Expenditure for the year ||459320 ||569564 |
|Profit/(Loss) for the year before Taxation ||(205396) ||(260015) |
|Less: Provision for Current Taxation ||Nil ||Nil |
|Less: Current Tax (relating to prior year) ||(2650) || |
|Profit/Loss after taxation ||(208046) ||(260019) |
|Add: Surplus in Profit & Loss account brought forward from previous year ||1039715 ||1299733 |
|Profit/Loss available for Appropriation ||(208046) ||(260019) |
|Less : Proposed Dividend ||Nil ||Nil |
|Less: Tax on Dividend distribution ||Nil ||Nil |
|Balance carried to the Balance Sheet ||831670 ||1039715 |
In view of the loss during the year the company does not transfer any amounts toReserve for the financial year 2016-17.
In view of the loss incurred during the year the Directors do not recommend anydividend for the year ended March 312017
The Company has not accepted any deposits from public covered under section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 during theyear under review.
INVESTOR EDUCATION AND PROTECTION FUND:
During the year the Company has transferred a sum of Rs. 2670/- to the InvestorEducation and Protection Fund in compliance with provisions of the Companies Act 2013which represents unclaimed dividend.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES:
The company does not have any subsidiary Associate or Joint venture companies.
Mr. Sanjay Johar Mr. Ashwin Damania Mr. A. Unnikrishnan and Mrs. Roselyn Chettiarcontinue to be the Directors of the Company. There were no changes in the Directorshipsduring the year.
The Company has received declarations from all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis-a-vis the Company.
DIRECTORS EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation during the year under review. Details of the same is given in theReport on Corporate Governance.
NUMBER OF MEETINGS OF THE BOARD :
The Board of Directors of the Company met six (6) times during the financial year2016-2017.
The details of the same are given in the Corporate Governance Report.
The Audit Committee was constituted pursuant to the provisions of Section 177 of theCompanies Act 2013. The composition of the Audit Committee is in conformity with theprovisions of the said section. The Audit Committee comprises of:
1. Mr. Sanjay Johar - Chairman
2. Mr. Ashwin Damania - Member
3. Mr. A. Unnikrishnan - Member
The Audit Committee met four times during the year. Details of meetings are included inthe Report on Corporate Governance.
NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee met once during the year. Details ofmeetings are included in the Report on Corporate Governance.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Committee was formed on 29th January 2016 but during the financial year 2016-2017the Committee has not yet had a meeting. Details of the Stakeholders RelationshipCommittee are included in the Report on Corporate Governance.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism by adopting a Whistle Blower Policy toreport concerns about illegal or unethical practices if any. The details of the Policy isexplained in the Report on Corporate Governance.
PREVENTION OF SEXUAL HARASSMENT :
The Company offers equal employment opportunity and is committed to creating a healthyworking environment that enables employees to work without fear of prejudice gender biasand sexual harassment. The Company has also framed a policy on Prevention of SexualHarassment of Women at workplace. As per the requirement of the Sexual harassment of Womenat Workplace (Prevention prohibition & Redressal) Act 2013 and Rules madethereunder the Company has constituted a Complaint Committee to inquire into complaintsof sexual harassment and recommend appropriate action. During the financial year 2016-17no complaints were received.
CORPORATE SOCIAL RESPONSIBILITY:
The criteria for formulation of Corporate Social Responsibility policy andimplementation thereof are not applicable to the Company as the Company does not fulfilthe criteria specified in Section 135(1).
LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The Company has given an Inter Corporate Deposit of Rs. 1400000/- to H & RJohnson (India) - Tiles Division of Prism Cement Limited. The said loan is within thelimits prescribed under section 186 of the Act.
RELATED PARTY TRANSACTIONS:
There are no contracts or arrangements with Related Parties during the Financial Year2016-17. Hence the provisions of Section 188(1) are not applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31 st March 2017 the Board ofDirectors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31 st March 2017 and ofthe loss of the Company for the year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
a. As the Company does not have any manufacturing activities particulars required tobe disclosed with respect to the conservation of energy and technology absorption in termsof Section 134 of The Companies Act 2013 read with the Companies (Accounts) Rules 2014are not applicable and hence not given.
b. During the year under review the foreign exchange outgo / provision is Nil and theforeign exchange inflow is Nil (previous year Nil).
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEB1 (Listing Obligations & Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of this report.
The Company has taken the requisite steps to comply with the recommendations concerningCorporate Governance.
A separate section on Corporate Governance together with a certificate from theauditors of the Company regarding compliance of conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS :
The Company has established set of standards processes and structure which enables itto implement adequate internal financial controls and that the same are operatingeffectively. The internal financial controls of the Company are commensurate with its sizeand the nature of its operations. The Company has well defined delegation of authoritylimits for approving revenue as well as expenditures.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work done by the Internal Statutory andSecretarial Auditors and the reviews of the Management and the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2016-17.
M/s. K. L. Thacker & Associates Chartered Accountants Mumbai Statutory Auditorsof the Company having Firm Registration No. 110869W retire at the forthcoming AnnualGeneral Meeting and in terms of Section 139 of the Companies Act 2013 with respect torotation of Auditors do not seek reappointment as Auditors of the Company.
Our company has received a letter from Nayan Parikh & Co. Chartered Accountantshaving Firm Registration No. 107023 W wherein they have expressed their willingness toact as Statutory Auditors of the Company for a period of 5 years to hold office ifappointed from the conclusion of this Annual General Meeting till the conclusion of the 39thAnnual General Meeting of the Company for auditing the accounts of the Company for theyear ended 31st March 2018 to 31st March 2022.
You are requested to appoint the Statutory Auditors. The remuneration of the Auditorswill be fixed in consultation with them. Necessary resolution for appointment of the saidAuditors is included in the Notice of AGM for seeking approval of members.
QUALIFICATIONS OF AUDITORS :
The report given by the Auditors on the financial statements of the Company are a partof the Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
The Company had appointed Ms. Zarna Sodagar to undertake the Secretarial Audit of theCompany. The report of the Secretarial Auditor in Form MR - 3 is annexed herewith asAnnexure I.
Board's explanation to the reservations / qualifications by the Secretarial Auditor:
1. Due to oversight the Board meeting held on 7th April 2016 was not mentioned inthe Corporate Governance Report. Hence the gap between the Board Meeting held on07.04.2016 and 25.05.2016 is not shown.
2. Due to wrong interpretation and misunderstanding of the provisions of Section 195 ofthe Companies Act 2013 read along with SEBI (Prohibition of Insider Trading) regulationsthe Company missed out giving the details with regard to closure of trading window.
3. Non-appointment of Company Secretary- KMP Category u/s 203 of the Companies Act.2013: As the Members are aware the total net-worth of the Company is approximately Rs.32.31 lakhs and gross income only Rs. 2.54 Lakhs. Due to the small size of the operationsof the Company inspite of best efforts the Company was not able to find a suitableperson for the post of CS at a reasonable remuneration. The Board is hopeful of finding asuitable candidate soon.
The Board would like to bring to the notice of the Members that Mrs. Roselyn ChettiarNon- Executive Independent Woman Director is a qualified Company Secretary. She isalready in employment in another Company but she is over-seeing all the Secretarial andCompliance work of the Company.
ANNUAL RETURN :
The extract of the Annual Return in Form MGT - 9 is furnished in Annexure II attachedto this Report.
1. No significant and material orders were passed by the Regulators or courts ortribunals impacting the going concern status and Company's operations in future.
2. No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the financial statements relateand the date of this report.
3. No fraud has been reported during the audit conducted by the Statutory AuditorsInternal Auditors and Secretarial Auditors of the Company.
For and on behalf of Board of Directors of
LEENA CONSULTANCY LIMITED
|Roselyn Chettiar ||Sanjay Johar |
|Director ||Director |
|DIN: 06716046 ||DIN: 00007304 |
|Place: Mumbai || |
|Date:04 Sep 2017 ||7 |