Leena Consultancy Ltd.
|BSE: 509046||Sector: Financials|
|NSE: N.A.||ISIN Code: INE778N01016|
|BSE 05:30 | 01 Jan||Leena Consultancy Ltd|
|NSE 05:30 | 01 Jan||Leena Consultancy Ltd|
|BSE: 509046||Sector: Financials|
|NSE: N.A.||ISIN Code: INE778N01016|
|BSE 05:30 | 01 Jan||Leena Consultancy Ltd|
|NSE 05:30 | 01 Jan||Leena Consultancy Ltd|
To The Members
LEENA CONSULTANCY LIMITED Mumbai.
The Directors are pleased to present the Thirty Eighth Annual Report of your Companytogether with the Audited Financial Statements and the Auditors' Report for the financialyear ended 31st March 2021.
FINANCIAL HIGHLIGHTS (Standalone)
In view of the loss for the year the company has not transferred any amounts toReserves for the financial year 2020-21
In view of the loss for the year the Directors do not recommend any dividend for theyear ended March 31 2021.
In the FY 2020-21 the COVID-19 pandemic developed rapidly into a global crisisforcing governments to enforce lock-downs of all economic activity. For the Company thefocus immediately shifted to ensuring the health and well-being of all the personnel's andon minimizing disruption to services for all our customers globally.
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. 3570/- to the InvestorEducation and Protection Fund in compliance with provisions of the Companies Act 2013which represents unclaimed dividend for the financial year 2012-13.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES:
Your Company has neither any Subsidiary nor Joint Venture nor Associate Company. Duringthe year under review none of the Companies have become or ceased to be Company'sSubsidiaries Joint Ventures or Associate Companies.
The paid-up Equity Share Capital as on 31 March 2020 was 2400000. During the yearunder review the Company has not issued any shares. The Company has not issued shareswith differential voting rights. It has neither issued employee stock options nor sweatequity shares and does not have any scheme to fund its employees to purchase the shares ofthe Company.
EVENT DURING THE YEAR
1. The Company has received the approval from BSE Limited on 08thJanuary 2021 for reclassification of persons/entities from 'Promoter and Promoter Group'category to 'Public' category in accordance with the Reg. 31A of SEBI (ODR) Regulations2015.
The below mentioned persons/entities of the Promoter(s) and Promoter Group members areclassified to Public Category
Above promoters reclassified as a public shareholder pursuant to acquisition of sharesby acquirer Mr. Kirtikumar Ramanlal Shah from the outgoing promoters followed by openoffer in the year 2019 and aforesaid reclassification has been carried out in compliancewith Regulation 31A of SEBI (LODR) Regulations 2015. The post-reclassificationshareholding of Promoter and Promoter Group' of the company is as follows:
2. The Company had made representation to Stock Exchange as to the SOP finelevied and as positive response from Stock Exchange it was waived off completely on 17thSeptember 2020.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
There has been no change in the constitution of Board during the year under review i.e.the structure of the Board remains the same. Mr. Chandra Shekhar Chhimpa continues to bethe Company Secretary and Compliance Officer Mrs. Thulasi Shinde continues to be ChiefFinancial Officer and Ms. Deepikaben Patel continues to be the Manager of the Company.
DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT 2013:
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.
RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs. AartiShah is liable to retire at every Annual General Meeting and being eligible offersherself for re-appointment.
Brief profile of the proposed appointee together with other disclosures in terms ofRegulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is mentioned in the Notice which is part of this Annual Report.
PERFORMANCE EVALUATION OF THE BOARD:
In accordance with the provisions of the Companies Act 2013 and SEBI LODR and thePolicy framed by the Board for Performance Evaluation the Board has carried out theannual performance evaluation of its own performance the Directors individually as well asthe evaluation of the working of its Committees. The performance evaluation of theChairman and the Non-independent Directors was carried out by the Independent Directors.
A structured questionnaire was prepared covering various aspects such as attendance atthe meetings participation and contribution team work discussions at theBoard/Committee Meetings understanding of the business of the Company strategy andquality of decision making etc. The Directors expressed their satisfaction with theevaluation process.
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors of the Company met Five (5) times during the financial year2020-21 viz. on 15th July 2020 03rd September 2020 15thSeptember 2020 07th November 2020 and 06th February 2021
COMMITTEES OF THE BOARD:
The Company has several Committees which have been constituted in compliance with therequirements of the relevant provisions of applicable laws and statutes.
The Company has the following Committees of the Board comprising of Directors of theCompany:
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 Composition of Audit Committee has not been changed inthis Financial year. The Audit Committee comprises of:
The Audit Committee met four times during the year viz. 15th July 2020 15thSeptember 2020 07th November 2020 and 06th February 2021
NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee was constituted pursuant to the provisionsof Section 178 of the Companies Act 2013. The composition of the Nomination &Remuneration Committee is in conformity with the provisions of the said section. TheComposition of the Committee has not been changed this Financial year The Nomination &Remuneration Committee comprises of:
The Nomination & Remuneration Committee met once times during the year i.e on 06thFebruary 2021
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company comprises of three directors.The Composition of the Committee has not been changed this Financial year
The Stakeholders Relationship Committee met once during the year viz. 06thFebruary 2021
During the financial year 2020-21 no complaints were received from shareholders. Therewere no complaints pending in the beginning of the financial year and none were pending atthe close of the financial year 31st March 2021.
INDEPENDENT DIRECTORS MEETING:
Independent Directors comprises of Mr. Sunil Sharma (Chairman of Committee) and Mr.Kirankumar Shukla (Member). During the year under review the Independent Directors met on06th February 2021 inter alia to discuss:
1) Evaluation of the performance of Non-Independent Directors and the Board ofDirectors as a whole.
2) Evaluation of the quality quantity and timeliness of flow of informationbetween the Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy toreport genuine concerns or grievances. Protected disclosures can be made by a whistleblower through an e-mail or telephone line or a letter to the Chairman of the AuditCommittee or the Company Secretary of the Company or any member of the Audit committee.The Policy on vigil mechanism /whistle blower policy may be accessed on the Company'swebsite.
POLICY ON PRESERVATION OF DOCUMENTS:
In accordance with Regulation 9 of SEBI (LODR) Regulations 2015 the Company has frameda Policy on preservation of documents approved by the Board of Directors of the Company.The Policy is intended to define preservation of documents and to provide guidance to theExecutives and employees working in the Company to make decisions that may have an impacton the operations of the Company. It not only covers the various aspects on preservationof the documents but also the safe disposal/destruction of the documents.
INSIDER TRADING CODE:
In compliance with the SEBI Regulations on prohibition of insider trading the Companyhas adopted the Code of Conduct for Prevention of Insider Trading in securities of theCompany to regulate monitor and report trading by insiders designated Persons and suchother persons to whom this Code is applicable.
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 Complaints Committee to inquire into complaintsof sexual harassment and recommend appropriate action.
During the financial year 2020-21 no complaints were received.
LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The details of Loans given Investments made and guarantees given and securitiesprovided under the Section 186 of the Companies Act 2013 are as provided in the notes tothe Financial Statements.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) of the CompaniesAct in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosuresof transactions with the related parties is set out in Notes to Accounts forming part ofthe financial statement for the year 2020-21
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 31st March 2021 theBoard of Directors 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 31st March2021 and of the profit and 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; and
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 SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of this 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 2020-21.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Nayan Parikh & Co. Chartered Accountants (FirmRegistration No. 107023W) the Statutory Auditors of the Company have been appointed for aterm of 5 years (i.e. from the conclusion of the Thirty Fourth Annual General Meetinguntil the conclusion of the Thirty Ninth Annual General Meeting).
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. Hansa Gaggar to undertake the Secretarial Audit of theCompany. The report of the Secretarial Auditor in Form MR 3 is annexed herewith asAnnexure -1. Secretarial Audit Report(s) for the financial year ended 31st March 2021 donot contain any qualification reservation or adverse remark made by Ms. Hansa GaggarPracticing Company Secretary in her secretarial audit report except what have beenspecifically mentioned in the Report which is self-explanatory.
The Internal Auditor of the Company M/S K. L. Thacker & Associates CharteredAccountants (Registration No.110869W) have conducted the internal audit of the Companyfor the F.Y. 2020-21. The reports and findings of the Internal Auditor are periodicallyreviewed by the Audit Committee
DEMATERIALIZATION OF SHARES
The Company's shares are listed on BSE Limited and the Company's Registrar and ShareTransfer Agents have connectivity with National Securities Depository Ltd. The ISIN of theCompany is INE778N01016. As on March 31 2021 225700 equity shares representing 94.04%of the total shares have been dematerialized.
The Company has its website namely www.leenaconsultancy.in. The website providesdetailed information about the Quarterly Results Annual Reports and Shareholding patternsand various policies adopted by the Company are placed on the website of the Company andthe same are updated periodically.
MEANS OF COMMUNICATION
The Company has designated email@example.com firstname.lastname@example.org as email ids for the purpose of registering complaints byinvestors and displayed the same on the website of the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which needs to be mentioned in the Board's Report.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There have been no significant and material orders passed by the regulators courts andtribunals impacting the going concern status and the Company's operations in future;
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company does not fall in the criteria mentioned under Section 135 of the CompaniesAct 2013 for applicability of the provisions of Corporate Social Responsibility. Henceyour Company is not required to constitute CSR Committee and comply with other provisionsof Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014.
RISK MANAGEMENT COMMITTEE:
The provisions of Regulation 21 of SEBI (LODR) Regulations 2015 are not applicable tothe Company. Hence this Committee has not been formed.
As per SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 thepaid-up equity share capital of your Company is less than Rs. 10 crores and Net worth isless than Rs. 25 crores hence as per Regulation 15(2) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 Compliance with the provisions of Regulation27 i.e Corporate Governance is not applicable to your Company.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. There was no change in nature of Business. There have been no materialchanges and commitments affecting the financial position of the Company which haveoccurred between the end of the financial year of the Company to which this FinancialStatement relate and the date of this Report..
3. Disclosures with respect to the remuneration of Directors and employees asrequired under Section 197 of the Companies Act and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial
Personnel) Rules 2014 is not applicable to the Company in this FY. There were no suchemployees of the Company for which the information required to be disclosed pursuant toSection 197 of the Companies Act read with Rule 5(2) &(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of theCompanies Act 2013 read with the Companies (Management and Administration) Rules 2014is placed on the website of the Company www.leenaconsultancy.in and also forming part ofthis report.
Your Director's wish to convey their gratitude and place on record their sincereappreciation of the assistance and co-operation that the Company has been receiving fromits employees as well as from the Banks. Your Directors would also like to thank thecustomers suppliers and shareholders for their continued support and cooperation.
Leena Consultancy Limited
123 Floor-1 Phiroze Jeejeebhoy Towers Bombay Stock Exchange Dalal Street FortMumbai - 400 001;
Phone No.: 022 22724302
Website: www.leenaconsultancy.in Email: email@example.com
Dated: 3rd September 2021