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Shikhar Leasing & Trading Ltd.

BSE: 507952 Sector: Financials
NSE: N.A. ISIN Code: INE02BV01019
BSE 05:30 | 01 Jan Shikhar Leasing & Trading Ltd
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Shikhar Leasing & Trading Ltd. (SHIKHARLEASING) - Director Report

Company director report

TO THE MEMBERS OF SHIKHAR LEASING AND TRADING LIMITED

Dear Members

The Board of Directors are pleased to present the Company's Annual Report and theCompany's Audited Financial Statements for the financial year ended March 31 2019.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

(Rs in lakhs.)
2018-19 2017-18
Total Revenue 49.10 38.11
Less: Expenses
- Employee benefits Expenses 19.04 15.93
- Depreciation and amortization 0.43 0.39
- Other Expenses 9.87 13.34
- Finance Cost 9.37 7.68
Total Expenses 38.71 37.35
Profit/ (Loss) before Tax 10.39 0.77
Tax Expenses
- Current Tax 2.00 0.15
- MAT Entitlement/ Set off (1.23) 0.96
- Deferred Tax 4.38 18.29
- Earlier years (1.61) 1.64
-Contingent Provision for Standard Assets 0.15 0.07
Net Profit after Tax carried Forward 6.70 (20.35)

RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

The Company has earned profit of Rs. 6.70 Lakhs for the year ended March 31 2019against loss of Rs. 20.35 Lakhs in the previous year.

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments have occurred after the close of thefinancial year till the date of this report which affect the financial position of theCompany.

DIVIDEND AND TRANSFER TO RESERVE

The Board of Directors of your company after considering holistically the relevantcircumstances has decided that in order to conserve the financial resources for the longterm needs of the Company it would be prudent not to recommend any Dividend and noamount is transferred to Reserves for the financial year 2018-19.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2019 stood at Rs. 10000000/-divided into 1000000 Equity Shares of Rs. 10/- each. During the year under review theCompany has not issued shares or convertible securities or shares with differential votingrights nor has granted any stock options or sweat equity or warrants. As on March 312019 none of the Directors of the Company hold instruments convertible into Equity Sharesof the Company.

DEPOSITS

During the year under review the Company has not accepted any deposits within themeaning of Sections 73 and 74 of the Companies Act 2013 read with Chapter V of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modification(s) or re enactment(s) for the time being in force)hence there is no details to disclose as required under Rule 8(5)(v) and (vi) of theCompanies (Accounts) Rules 2014.

SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2relating to the ‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profitand Loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements / transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arm's length basisand that the provisions of Section 188 of the Companies Act 2013 are not attracted. Thusdisclosure in Form AOC - 2 under Rule 8(2) of the Companies (Accounts) Rules 2014 is notrequired.

Your Directors draw attention of the members to Note 28 to the financial statementwhich sets out related party disclosures in accordance with the Accounting Standard 18issued by the Institute of Chartered Accountants of India.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the Company does not fulfill the criteria specified in Section 135 of the CompaniesAct read with Rule 3 of the Companies (Corporate Social Responsibility Policy) Rule 2014(CSR Rules) CSR provisions are not applicable to the Company.

RISK MANAGEMENT

The Risk Management Policy has been framed implemented and monitored. Major riskidentified by the businesses and functions are systematically monitored through mitigatingactions on continuing basis.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.

APPOINTMENT OF SHARE REGISTRAR AND TRANSFER AGENT

During the year under review M/s. Purva Sharegistry (India) Private Limited a SEBIRegistered Share transfer agent bearing Reg. No. INR00001112 having its address at 9Shiv Shakti Ind. Est. J. R. Boricha Marg Lower Parel (E) Mumbai 400011 has beenappointed as a common share Registrar & Transfer Agent for dealing with physicalshares and demat shares of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation and Subsequent Re Appointment and Key Managerial Personnel:

In accordance with the provisions of Sections 196 197 203 Schedule V and any otherapplicable provisions if any of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 and other Rules framed thereunderand the Articles of Association of the Company Mr. Vipul Popatlal Chheda (DIN : 00297838)is re-appointed as Whole Time Director of the Company for a period of five years witheffect from 1st April 2019 and is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible have offered himself for re appointment. Appropriateresolutions for his re appointment are being placed for your approval at the ensuingAnnual General Meeting.

The brief resume of the Director and other related information has been detailed in theNotice convening the AGM of your Company. Your Directors recommend his re appointment asWhole-time Director of your Company.

In terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Ms. Krutika Pradip Gada has been appointed as Company Secretary andCompliance Officer of the Company with effect from 01st November 2018. The above said Ms.Krutika Pradip Gada is not related with any of the Directors of the Company.

The Independent Directors of your Company namely Mr. Sunil Hirji Shah and Mr. GirishManilal Boradia holds office upto 31st March 2020 and are not liable to retire byrotation.

Mr.Vipul Popatlal Chheda Whole Time Director and Mrs. Heena Sanjay Desai CFO are theKey Managerial Personnel of your Company in accordance with the provisions of Sections2(51) 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (including any statutory modification(s) or reenactment(s) for the time being in force).

Declaration of Independence:

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or reenactment(s) for the time being in force).

Evaluation of Board's Performance:

Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or reenactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors / Board / Committees was carried out.

The Company has devised a policy for performance in relation to Independent DirectorsBoard and Committees which includes criteria for performance evaluation of theNon-Executive and Executive Directors.

The detailed programs for familiarization of Independent Directors with the Companytheir roles rights and responsibilities in the Company nature of the industry in whichthe Company operates business model of the Company are being shared and discussed.

In a separate meeting of Independent Directors' performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the view of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the Board its committees and individualdirectors was also discussed. Performance evaluation of independent directors was done bythe entire board excluding the independent directors being evaluated.

CONSTITUTION OF COMMITTEES

Audit Committee:

The Company has constituted Audit Committee which comprises of following directorsnamely:

Mr. Girish Manilal Boradia Chairman & Independent Director

Mr. Sunil Hirji Shah Independent Director

Ms. Heena Sanjay Desai Non Independent Director

All the recommendations made by the Audit Committee were accepted by the Board.

Nomination & Remuneration Committee:

The Company has constituted the Nomination & Remuneration Committee of the Board isconstituted to formulate and recommend to the Board from time to time a compensationstructure for Managing Directors / Whole-time Directors and Managerial Personnel of theCompany.

The nomination and Remuneration Committee comprises following directors namely:

Mr. Girish Manilal Boradia Chairman & Independent Director

Mr. Sunil Hirji Shah Independent Director

Mr. Damji Lalji Shah Non Independent Director

Stakeholders Relationship Committee:

The Company has constituted stakeholders Committee comprises of following directorsnamely:

Mr. Girish Manilal Boradia Chairman & Independent Director

Mr. Sunil Hirji Shah Independent Director

Mr. Vipul Popatlal Chheda Non Independent Director

Remuneration and Nomination Policy:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.

AUDITORS AND AUDITORS REPORT

Statutory Auditor(s)

M/s. N. B. Purohit & Co. Chartered Accountants having ICAI Firm Registration No.108241W were appointed as Statutory Auditors of your Company at the Annual GeneralMeeting held on 29th September 2017 for a term of five consecutive years till theconclusion of Annual General Meeting of the Company to be held in the calendar year 2022.They have confirmed that they are not disqualified from continuing as Auditors of theCompany. As per the provisions of Section 139 of the Companies Act 2013 the appointmentof Auditors is required to be ratified by the members at every Annual General Meeting.

The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors.

The Company has received a letter from M/s. N B. Purohit & Co. to the effect thattheir appointment if made would be within the prescribed limits under Section 141(3)(g)of the Companies Act 2013 and they are not disqualified for appointment.

The Auditors Report does not contain any qualification or adverse remarks hence noexplanations or comments is required to be given by the Board in the report.

Secretarial Auditor(s)

The Board has appointed M/s. D. Kothari & Associates Practicing Company Secretaryto conduct the Secretarial Audit for the financial year ended 2018-19. The SecretarialAudit report for the financial year ended March 31 2019 is annexed herewith and marked asAnnexure I to this report.

Regarding the observations in the Secretarial Audit Report directors wish to clarifythat due to financial constraints economic reasons and administrative difficultiesEquity Shares of the Company are in process of getting demat and company has during theFinancial year had appointed M/s. Purva Share Registry India Private Limited as theirRegistrar and Transfer Agent. Consequently the Company is now able to provide &conduct e-voting besides the share are not traded as also the floating stock of thepublic holding is very meager. The management has taken steps to comply the requiredcompliances within the constraints mentioned herein as soon as possible.

DISCLOSURES

Vigil Mechanism:

The Vigil Mechanism of the Company which also includes Whistle Blower Policy in termsof the Listing Agreement includes an ethics and compliance task force comprising seniorexecutives of the Company. Protected disclosures can be made by Whistle Blower through anemail or letter to the Chairman of the Audit Committee.

Meetings of the Board:

Five meetings of the Board of Directors were held during the year on the followingdates namely 30/5/2018 14/08/2018 01/11/2018 14/11/2018 14/02/2019.

Particulars of loans given investments made Guarantees given and Securities provided:

The full details of Loans given investments made if any are given in the Notes tothe Financial Statement for the year ended 31st March 2019. The Company has not providedany security during the year.

Conservation of Energy technology absorption and foreign exchange earning and outgo:

The Company is not engaged in manufacturing activities however wherever possible theCompany has taken measures to conserve the energy.

FOREIGN EXCHANGE EARNING : NIL

FOREIGN EXCHANGE OUTGO : NIL

Extract of Annual Return:

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return inprescribed Form No. MGT - 9 is annexed as Annexure II and forms part of this report.

Web link:

The Annual Return of the Company for the year ended 31st March 2019 prepared incompliance with Section 92 of the Companies Act 2013 and related Rules in prescribed FormNo. MGT 7 is placed on the website of the Company and can be accessed at the web link :www.shikharleasingandtrading.in.

Particulars of employees and related disclosures:

The total number of permanent employees as on 31/3/2019 were 4.

The Company has paid remuneration of Rs. 9.84 Lakhs to Whole-time Director and hencethe question of furnishing information regarding ratio of remuneration of each director tothe median remuneration of the employees of the Company is not applicable.

The Company does not have any employee whose particulars are required to be disclosedin terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hencefurnishing of the same does not arise.

Having regard to the provisions of the first proviso to Section 136(1) of the act theannual report excluding the information regarding the top ten employees if any is beingsent to the members of the Company. The said information is available for inspection onall working days during the business hours at the registered office of the Company. Anymember interested in obtaining such information may write to the Company and the sameshall be furnished on request.

Market Capitalization as on 31/3/2018 Rs. 31.50 Lacs
Market Capitalization as on 31/3/2019 Rs. 31.50 Lacs
There is no change in market capitalization
PE ratio as on 31/3/2018 Rs.(1.54)
PE ratio as on 31/3/2019 Rs. 4.70

Significant and Material Orders Passed By The Regulators Or Courts:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

Reporting of Frauds:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.

Prevention of Sexual Harassment in the Company:

The Company values the dignity of individuals and strives to provide a safe andrespectable work environment to all its employees. The Company is committed to providingan environment which is free of discrimination intimidation and abuse. All employees arecovered under this policy.

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prohibition Prevention andRedressal) Act 2013.

General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as the provisions were not applicable to the company or there were notransactions on these items during the year under review:

- Issue of Equity Shares with differential rights as to dividend voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company.

- The Company does not have any scheme of provision of money for the purchase of itsown shares by the employees or by trustees for the benefit of employees.

- The Company does not have any subsidiaries hence the question of receivingremuneration or commission by the Managing Directors or Whole Time Directors of theCompany from subsidiary does not arise.

- The details of the top ten employees and employees who were drawing remuneration inexcess of limits prescribed under Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 read with Section 197 of the Companies Act 2013.

- No fraud has been reported by the auditors to the Board.

ACKNOWLEDGEMENT

The Board of Directors would like to express the sincere appreciation for theassistance and cooperation received from banks government authorities and members duringthe year under review. The Board of Directors also wish to place on record its deep senseof appreciation for the committed services by the Company's executives staff and workers.

For and on behalf of the Board of Directors
Vipul P. Chheda Girish M. Boradia
WholeTime Director Director
DIN : 00297838 DIN : 00476124
Heena S. Desai Krutika Gada
CFO / Director Company Secretary
DIN : 00671452 M. No. : 56481
Place : Mumbai
Date : 26th April 2019

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