Satkar Finlease Ltd.
|BSE: 536592||Sector: Financials|
|NSE: N.A.||ISIN Code: INE279P01036|
|BSE 00:00 | 11 Mar||Satkar Finlease Ltd|
|NSE 05:30 | 01 Jan||Satkar Finlease Ltd|
|BSE: 536592||Sector: Financials|
|NSE: N.A.||ISIN Code: INE279P01036|
|BSE 00:00 | 11 Mar||Satkar Finlease Ltd|
|NSE 05:30 | 01 Jan||Satkar Finlease Ltd|
The Members of
SATKAR FINLEASE LIMITED
Your Directors are pleased to present the 24TH Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended on March 312019.
1. FINANCIAL HIGHLIGHTS
The summarized performance of the Company for the years 2018-19 and 2017-2018 is givenbelow: Amount In Rs.
2. FINANCIAL PERFORMANCE
During the year under review the Company's income is Rs. 7352997.00/- asagainst income of Rs. 7589831/- in 2018-19.
3. RESERVES & SURPLUS
The Reserves and Surplus is Rs. 241720146 as on the end of the Current yearand the Profit of the Current year Rs. 474892 as been transferred to Reserve andSurplus.
To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2018-19.
5. INCREASE IN AUTHORIZED SHARE CAPITAL
There has been no change in the capital structure of the company during the financialyear under review.
6. CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its nature of business.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Agreement andas per Regulation 34(e) read with Schedule V (B) of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 with Stock Exchanges is enclosed separatelywith this Annual Report.
8. 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
There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.
10. RISK MANAGEMENT POLICY
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion as per Sec 134 of CompaniesAct 2013.
Therefore in accordance with Companies Act 2013 the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
11. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given herein below:
The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
The number of permanent employees as on 31st March 2019 was 2.
Average of remuneration of employees excluding KMPs Nil
No employee's remuneration for the year 2018-19 exceeded the remuneration of any of theDirectors.
Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.
The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.
The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2019 NOT APPLICABLE
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
13. NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March 2019 provision ofsection 129 of the Companies Act 2013 is not applicable.
14. STATE OF COMPANY AFFAIRS
The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.
15. STATUTORY AUDITORS
The Board has recommended the appointment of M/s. Rakesh Batra & CO. CharteredAccountants FRN: 020461N as the statutory auditor of the company by the shareholdersin the forthcoming Annual General Meeting as required under Section 139 of the CompaniesAct 2013 to the effect that their appointment if made will be within the limits asprescribed under the provisions thereof. Your Directors recommend their appointment as theStatutory Auditors of the Company.
16. FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2018-19 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.
Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.
17. AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.
18. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT 9 has been annexed to the Report asAnnexure A.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year underreview.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review the Company has complied with the provisions related toCorporate Social Responsibility on the basis of its financial statement. CorporateGovernance Report has been attached as Annexure
21. DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review 2018-19 Mr. Roop Singh has been appointed as the ChiefFinancial Officer of the company w.e.f 01st January 2019.
Further Ms. Hema Lalwani has been appointed as the Company Secretary w.e.f. 01stJanuary 2019. Except above there was no change in the composition of Board of Directorsduring the financial year under review.
b) Declaration by an Independent Director(s) and re- appointment if any
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.
c) Formal Annual Evaluation
Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.
22. Postal Ballots
During the year under review During the year under review One postal Ballot wasconducted to appoint M/s. Rakesh Batra & Co. as the statutory Auditor of the company.The Result of the Postal Ballot was declared on 08th May 2018.
The Shareholders give their consent on 08th May 2018 to appoint M/s.appoint M/s. Rakesh Batra & Co. as the statutory Auditor in Casual Vacancy.
23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Six (06) Board Meetings were convened and held on the following dates:
29.05.2018 10.08.2018 17.08.2018 12.11.2018 01.01.2019 and 12.02.2019.
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
The Composition and terms of reference of the Audit Committee satisfy the requirementsSection 177 of the Companies Act 2013. The Composition of Audit Committee mentionedbelow:
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.
The details of the Composition of the Nomination and Remuneration Committee are givenbelow:
24. SEXUAL HARASSMENT:
The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redresssal) Act 2013 and the Rulesmade there under. There was no complaint on sexual harassment during the year underreview.
25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.
28. MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheBoard has on the recommendation of the Nomination & Remuneration Committee framed aPolicy for Selection and appointment of Directors senior management and theirRemuneration. The Remuneration Policy is stated in the Corporate Governance Report.
29. SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THEREPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Satish Kumar Proprietor of M/s. Satish Kumar & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as AnnexureB.]
With reference to the qualifications we wish to explain that Chief Financial Officerand Company Secretary has been appointed we.f 01st January 2019. Further thecompany will ensure that timely intimation to be sent to the stock Exchange. The Websiteof the company has been update and as the company will find the suitable person for thePost of Director the composition of Board of Directors will be complete.
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
31. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that -
(a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
34. ACKNOWLEDGEMENT AND APPRECIATION
The Directors take this opportunity to thank Company's customers shareholderssuppliers bankers Central and State Government for their consistent support to theCompany. The Board also wishes to place on record their appreciation for the hard workdedication and commitment of the employees at all levels. The enthusiasm and unstintingefforts of the employees have enabled the Company to grow in the competitive environment.The Board looks forward to their continued support and understanding in the years tocome.