Your Directors have pleasure in presenting the 19th Annual Report along withthe audited statements of accounts of your Company for the financial year ended 31stMarch 2014.
The performance of your Company has been satisfactory. The following table shows theoperational results of the Company for the year 2013-14 as compared to that of theprevious year.
(Amount in Rs.)
| ||Year ended |
| ||31.03.2014 ||30.03.2013 |
|Revenue from Operations ||7436065.00 ||6112912.00 |
|Other Income ||- ||- |
|Total Revenue ||7436065.00 ||6112912.00 |
|Expenditure ||5485238.00 ||4484317.00 |
|Profit before exceptional and extraordinary items and tax ||1950827.00 ||1628595.00 |
|Profit after tax ||1361206.00 ||1125359.00 |
Our Company is a non deposit taking NBFC registered with the RBI New Delhi videRegistration No.B-14.01661 Our Company has been in the business of providing financialservices since inception.
Our Company is primarily focused in providing inter corporate loans personal loansloans against shares & securities loans against properties trade financing billsdiscounting trading in shares & securities and arbitrage business in stock andcommodity market. Being an NBFC our Company has positioned itself between the organizedbanking sector and local money lenders offering the customers competitive flexible andtimely lending services.
To plough back the profits in to the business activities no dividend is recommendedthis year.
The Company has not accepted any fixed deposits during the year under review.
Board of Directors
Mr. Manish Kumar Gupta retire by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for reappointment. The Board recommends his reappointment.None of the Directors is disqualified under Section 274(1) (g) of the Companies Act 1956and Section 164 of the Companies Act 2013.
As per the provisions of Section 149 of the Companies Act 2013 ("Act") whichhas come into force with effect from 1 April 2014 an Independent Director shall holdoffice on the Board of a company and is not liable to retire by rotation. Ms. Seema Dasand Mr. Shashi Kumar Yadav has given a declaration to the Board that he meets the criteriaof independence as provided under Section 149(6) of the Act. The matter regardingappointment of Ms. Seema Das and Mr. Shashi Kumar Yadav as Independent Directors wasplaced before the Board which commends his appointment as an Independent Director. In theopinion of the Board Ms. Seema Das and Mr. Shashi Kumar Yadav fulfill the conditionsspecified in the Act and the Rules made there under for appointment as IndependentDirector and he is independent of the management.
None of the employees is in receipt of remuneration in excess of the limit laid downunder Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars ofEmployees) Rules 1975.
Directors' Responsibility Statement
Pursuant to the requirement of Sub-Section 2AA of Section 217 of the Companies Act1956 your Directors confirm that:-
(a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and that there are no material departures;
(b) selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of your Company at the end of the financial year and of the profit of theCompany for that year;
(c) taken proper and sufficient care for the maintenance of adequate accounting recordsaccordance with the provisions of the Companies Act1956 for safeguarding the assets ofyour Company and for preventing and detecting fraud and other irregularities;
(d) Prepared the Annual Accounts on a going concern basis.
Reconciliation of Share Capital Audit
As directed by Securities and Exchange Board of India (SEBI) Reconciliation of Sharecapital Audit is being carried out at the specified periodicity by a Practicing CompanySecretary. The findings of the Audit have been satisfactory.
Dematerialization of shares
As at March 31st 2014 84.10% of equity shares of Satkar Finlease Limitedhave been demateralised by shareholders through National Securities Depository Limited andCentral Depository Services (India) Limited.
Pursuant to the provisions of Section 139(2) of the Companies Act 2013 on rotation ofauditor firms and based on the recommendation of the Audit Committee the Board has atits meeting recommended the appointment of M/s. Vinod Maddeshiya & AssociatesChartered Accountants FRN 18608C in place of M/s. ASHOK R GUPTA & COMPANY CharteredAccountants as the Statutory Auditors of the Company to hold office from conclusion ofthis Annual General Meeting till the conclusion of next Annual General Meeting.
M/s. Vinod Maddeshiya & Associates Chartered Accountants FRN 18608C haveconfirmed that the appointment if made would be within the prescribed limits underSection 141 of the Companies Act 2013. Accordingly the appointment of M/s. VinodMaddeshiya & Associates Chartered Accountants FRN 18608C as the Statutory Auditorsis being proposed as an Ordinary Resolution.
The Company has received a Certificate from the statutory auditors to the effect thattheir re-appointment if made would be within the limits prescribed. The statutoryauditors have also confirmed that they hold a valid certificate issued by the "PeerReview Board" of the Institute of Chartered Accountants of India.
Conversion from Private Limited to Public Limited
We are pleased to inform you that the status of our Company converted from privatelimited to public limited w.e.f May 21 2013. Further the name of the Company changedfrom M/s. SATKAR FINLEASE PRIVATE LIMITED to M/s SATKAR FINLEASE LIMITED.
The report on Corporate Governance as per Clause 52 of the Listing Agreement with theStock Exchanges forms part of the Annual Report. Certificate from the Statutory Auditorsof the Company M/s Ashok R Gupta & Co. (FRN: 019335N) Chartered Accountantsconfirming the compliance with Corporate Governance is attached to this report.
Shifting of Registered Office of the Company
During the year your Company shifted their Registered Office from B 36 IIndFloor Flat No 197 Chander Vihar Patparganj Delhi 110092 to 829 LaxmideepBuilding 8th Floor District Centre Next To V3s Mall Laxmi Nagar Delhi 110092effective from July 20 2013.
Alteration in Memorandum of Association
During the Year under review alteration in Memorandum of Article of Association of theCompany:
1. The other object clause of the company altered with effect from May 02 2013.
2. The Authorized Share Capital of the Company was increased from Rs.32500000/-(Rupees Three crores Twenty Five Lac) to Rs. 182500000/-(Eighteen CroresTwenty Five Lac Only) each by creation of additional 150000000 (Fifteen Crores) Equityshares of Rs. 1 each with effect from June 12 2013
3. 182500000 (Eighteen Crore Twenty Five Lacs) equity shares of Rs.1/-(Rupees One)each of the company consolidated into 18250000 (One Crore Eighty Two Lacs FiftyThousand) equity shares of Rs.10/-(Rupees ten) each effective from July 08 2013.
4. Further the authorized share capital was increased from Rs. 182500000 (RupeesEighteen Crore Twenty Five Lacs) to Rs. 200000000 (Rs. Twenty Crore) by creation ofadditional 1750000 (Seventeen Lacs Fifty Thousand) Equity shares of Rs. 10 each witheffect from w.e.f. 07/08/2013
Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Information in accordance with the provision of Section 217(I)(e) of the Companies Act1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988 being not relevant / significant are not given. There were no foreignexchange earnings or outgo during the year under review.
Management Discussion and Analysis Report
Management Discussion and Analysis as required under the Listing Agreement with thestock exchanges forms part of the Annual Report.
Your Companys relations with its employees continue to be cordial. Dedicated workby the workmen supervisors and executives of your Company made it possible to achievesuccess under trying and difficult circumstances.
Your Directors wish to take this opportunity to place on record their gratitude andsincere appreciation for the timely and valuable assistance and support received fromBankers Share Transfer Agents Customers Suppliers and Regulatory Authorities. The Boardvalues and appreciates the valuable committed services of the employees towardsperformance of your Company without which it would not have been possible to achieve allround progress and growth. Your Directors are thankful to the shareholders for theircontinued patronage.
For By Order of the Board
For SATKAR FINLEASE LIMITED