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Voltaire Leasing & Finance Ltd.

BSE: 509038 Sector: Financials
NSE: N.A. ISIN Code: INE763D01019
BSE 10:28 | 27 Sep 23.15 -0.45






NSE 05:30 | 01 Jan Voltaire Leasing & Finance Ltd
OPEN 24.05
52-Week high 30.60
52-Week low 22.15
P/E 44.52
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 23.15
Sell Qty 18.00
OPEN 24.05
CLOSE 23.60
52-Week high 30.60
52-Week low 22.15
P/E 44.52
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 23.15
Sell Qty 18.00

Voltaire Leasing & Finance Ltd. (VOLTAIRELEASING) - Director Report

Company director report


The Members

Your Directors have pleasure in presenting the 38th Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2022.

(Rs in Lakh)

Financial Results Year Ended 31.03.2022 Year Ended 31.03.2021
Revenue for the year 101.61 123.54
Profit/(Loss) before Tax Depreciation Finance Cost and Tax 31.02 10.62
Less: Finance Cost - -
Profit/(Loss) before Depreciation/Amortization and Tax (PBDT) 31.02 10.62
Less: Depreciation 2.19 2.80
Net Profit/(Loss) before Taxation (PBT) 28.84 7.82
Less: Provision for Taxation (including Deferred Tax) 6.87 1.54
Add: Extra-ordinary Items (Excess Provisioning) - -
Profit/(Loss) after Tax & Extra-ordinary Items 21.97 6.28
Less: Provision for Dividend - -
Less: Transfer to General / Statutory Reserves - -
Profit/(Loss) available for Appropriation 21.97 6.28
Add: Profit/(Loss) brought forward from Previous Year 52.55 46.27
Balance of Profit/(Loss) carried forward 74.51 52.55


Total revenue for the year stood at Rs 101.61 lakh in comparison to last years' revenueof Rs 123.54 lakh. In term of Profit/(Loss) before taxation the Company has earned aprofit of Rs 28.84 lakh in comparison to last years' profit of Rs 7.82 lakh. Profit/(Loss)after Tax and Extra-Ordinary Items stood at Rs 21.97 lakh in comparison to last financialyear's profit of Rs 6.28 lakh.

The Company is in to the business of trading and investments in Equity Shares. TheCompany is carrying trading/investment activities in both Equity and FNO Segment of bothBSE and NSE.


In order to conserve resources and to meet financial requirements to implement itsfuture plans your Directors do not propose any dividend for the year under review.

During the year under review Rs Nil was transferred to General Reserve.


The paid up Equity Share Capital as on March 31 2022 was Rs 4.118 Crore consisting of4118000 Equity Shares of Rs 10/- each. During the year under review the Company has notissued any share with differential voting rights; nor granted stock options nor sweatequity. As on March 31 2022 none of the Directors and/or Key Managerial Person of theCompany hold instruments convertible in to Equity Shares of the Company.


As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2022 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2022.

Accounting policies have been consistently applied except where a newly issuedaccounting standard if initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use. Management evaluates allrecently issued or revised accounting standards on an ongoing basis. The Company disclosesstandalone financial results on a quarterly basis which are subjected to limited reviewand publishes standalone audited financial results on an annual basis.

The Company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.


The Company is in to the business of financing as well as trading and investments inEquity Shares.


Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.


The Company does not have any material Subsidiary Associate and Venture Company whosenet worth exceeds 20% of the consolidated net worth of the holding company in theimmediately preceding accounting year or has generated 20% of the consolidated income ofthe Company during the previous financial year. Accordingly a policy on materialsubsidiaries has not been formulated.


All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company. Therequisite details under Form AOC-2 in Annexure III have been provided elsewhere in thisReport. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has beenmade in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval.Omnibus approval was obtained on a yearly basis for transactions which are of repetitivenature. Transactions entered into pursuant to omnibus approval are verified by the RiskAssurance Department and a statement giving details of all Related Party Transactions areplaced before the Audit Committee and the Board for review and approval on a quarterlybasis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany

The Company has put in place a mechanism for certifying the Related Party TransactionsStatements placed before the Audit Committee and the Board of Directors from anIndependent Chartered Accountant Firm.

The Policy on materiality of and dealing with Related Party Transactions as approved bythe Board is uploaded on the website of the Company and is accessible at the website ofthe Company. None of the Directors has any pecuniary relationship or transactionsvis-a-vis the Company except remuneration and sitting fees.


The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34(3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.


There are no changes in the nature of business in the financial year 2021-22.


The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on January 5 2017.

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act 2013 andRegulations 25(3) of the SEBI LODR Regulations 2015 a separate Board Meeting ofIndependent Directors of the Company was held on March 1 2022 wherein the followingitems in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company taking into accountthe views of Executive Directors and Non-Executive Directors;

• Assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriatemix of skills experience independence and knowledge to ensure their continuedeffectiveness. In the table below the specific areas of focus or expertise of individualBoard members have been highlighted.

Matrix setting out the skiNs/expertise/competence of the board of directors

No. Essential Core skiNs/expertise/competencies required for the Company Core skills/expertise/competencies of all the Directors on the Board of the Company
1 Strategic and Business Leadership The Directors and especially the Managing Director have many years of experience.
2 Financial expertise The Board has eminent business leaders with deep knowledge of finance and business.
3 Governance Compliance and Regulatory The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4 Knowledge and expertise of Trade and Technology The Directors have profound knowledge of economic Affairs trade and technology related matters.


The details of the Board Meetings and other Committee Meetings held during thefinancial year 2021-22 are given in the separate section of Corporate Governance Report.


All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.


There is no change in Management of the Company during the year under review.


There is no change in the composition of Board of Directors of the Company during thecurrent financial year.

The details of programme for familiarization of Independent Directors with the Companynature of the business segments in which the Company operates and related matters areuploaded on the website of the Company.

Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.


As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting ('AGM') of the Company.

As per requirements of Regulation 25 of Listing Regulations a person shall not serveas an independent director in more than seven listed entities: provided that any personwho is serving as a whole time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall strive to be present at such meeting.

In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are the persons of high integrity and repute. They fulfil theconditions specified in the Companies Act 2013 and the Rules made thereunder and areindependent of the management.

The Independent Directors have confirmed that they have complied with the Company'sCode of Business Conduct & Ethics.

Neither there was a change in the composition of Board during the current financialhowever changes in the employees from KMP category are stated herein below-


Sl. Name No. Designation Date of Appointment Date of Resignation
1. Pooja Bothra Company Secretary & Compliance Officer - 6th July 2021
2. Astha Pandey Company Secretary & Compliance Officer 1st Jan 2022 -


Independent Directors of the Company have confirmed compliance of relevant provisionsof Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules 2014. TheNomination and Remuneration Committee had adopted principles for identification of KeyManagerial Personnel Senior Management including the Executive Directors.

Further all the Independent Directors have submitted their disclosures to the Boardthat they fulfil all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 and Regulation i6(i)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantrules. In terms of Regulation 25(8) of Listing Regulations they have confirmed that theyare not aware of any circumstance or situation which exists or may be reasonablyanticipated that could impair or impact their liability to discharge their duties. Basedon the declaration received from Independent Directors the Board of Directors haveconfirmed that they meet the criteria of Independence as mentioned under Section 149 ofthe Companies Act 2013 and Regulation 16(1)(b) of Listing Regulations and they areindependent of the management.


The Nomination and Remuneration Committee (NRC) of the Company has devised a policy forperformance evaluation of the individual directors Board and its Committees whichincludes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policydevised by the NRC the Board has carried out an annual performance evaluation of its ownperformance its committees and individual directors. The Board performance was evaluatedbased on inputs received from all the Directors after considering criteria such as Boardcomposition and structure effectiveness of Board and information provided to the Boardetc.

The performance of the committees was evaluated by the Board of Directors based oninputs received from all the committee members after considering criteria such ascomposition and structure of committees effectiveness of committee meetings etc.

Pursuant to the Listing Regulations performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of theperformance of non-independent Directors performance of the Board as a whole and that ofthe Chairman of the Board.


There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.


There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.


Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors confirms that:

1. In the preparation of the annual accounts for the year ended 31st March 2022 allthe applicable accounting standards prescribed by the Institute of Chartered Accountantsof India have been followed along with proper explanation relating to material departuresif any;

2. the directors had 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 2022 and of the profit ofthe Company for the year ended on that date;

3. that the Directors have 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;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.


Being a share broking firm the Company is exposed to credit liquidity and interestrate risk. On the other hand investment in Stock Market both in Quoted and UnquotedShares have the risk of change in the price and value both in term of up and down andthus can affect the profitability of the Company.

Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee underListing Regulations 2015.


Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2022.


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.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company.


In Compliance of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has adopted a Whistle BlowerPolicy / Vigil Mechanism and has established the necessary vigil mechanism for DirectorsEmployees and Stakeholders of the Company to report genuine concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy. The Company has disclosed the policy on the website of the Company


Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.


Statutory Auditors

Messrs Maheshwari & Co. Chartered Accountants Mumbai (FRN - 105834W) wereappointed as Statutory Auditors of the Company for a period of three consecutive years atthe 35th Annual General Meeting (AGM) of the Members held on September 30 2019 on aremuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.Their appointment was subject to ratification by the Members at every subsequent AGM heldafter the AGM held on September 3 2018. Pursuant to the amendments made to Section 139 ofthe Companies Act 2013 by the Companies (Amendment) Act 2017 effective from May 7 2018the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought.

The Report given by Messrs Maheshwari & Co. on the financial statement of theCompany for the FY 2021-22 is part of the Annual Report. The Notes on financial statementreferred to in the Auditor's Report are self-explanatory and do not call for any furthercomments. The Auditor's Report does not contain any qualification reservation adverseremark or disclaimer. During the year under review the Auditors had not reported anymatter under Section 143 (12) of the Act therefore no detail is required to be disclosedunder Section 134 (3) (ca) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Chandni Maheshwari Company Secretaries in Practice (C. P. No. 16218) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportin the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The same doesnot contain any qualification reservation or adverse remark.

During the year your Company has complied with applicable Secretarial Standards i.e.SS-1 and SS-2 relating to "Meetings of the Board of Directors" and"General Meetings" respectively.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s A. K. Das &Co. Chartered Accountant Firm Kolkata (FRN - 325204E). The main thrust of internal auditis to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the KeyManagerial Personnel are periodically apprised of the internal audit findings andcorrective actions taken. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.


In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is attachedas Annexure IV to this report.


Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder this is tocertify and declare that there was no case of sexual harassment during the year underreview. Neither there was a case pending at the opening of Financial Year nor has theCompany received any Complaint during the year.


Since the Company is into the broking as well as in to the business of trading andinvestment activities in Shares and Securities; the information regarding Conservation ofEnergy Technology Absorption Adoption and Innovation as defined under section 134(3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isreported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure 'V' and forms an integral part of this Report. A statement comprising thenames of top employees in terms of remuneration drawn and every persons employedthroughout the year who were in receipt of remuneration in terms of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure 'VI' and forms an integral part of this annual report. The above Annexure is notbeing sent along with this annual report to the members of the Company in line with theprovisions of Section 136(1) of the Act. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered Office of the Company.The aforesaid Annexure is also available for inspection by Members at the RegisteredOffice of the Company 21 days before and up to the date of the ensuing Annual GeneralMeeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the Equity Shares of the Company.


As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchangesthe disclosure of Report under of Regulation 34(2) of the Listing Regulations is notapplicable to the Company for the year under review.


The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.


During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.


The maintenance of cost records for the services rendered by the Company is notrequired pursuant to Section 148(1) of the Companies Act 2013 read with Rule 3 ofCompanies (Cost Records and Audit) Rules 2014.


The Notes on Financial Statement referred in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer for the Financial Year 2021-22.


During the year under review the Statutory Auditors and the Secretarial Auditors havenot reported any instances of frauds committed in the Company by its officers or employeesof Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.


Our Company is listed on BSE Ltd. and is having Equity Capital/Networth of less than Rs10.00 Crore the provision of Regulations 17 14[17A] 18 19 20 21 22 23 2415[24A] 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V of the SEBI LODR Regulations 2015. However the Company isvoluntarily complying with the above Regulations. A separate section on corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance forms an integral part of this Report.


The Board of Directors affirms that the Company has complied with the applicablemandatory Secretarial Standards issued by the Institute of Company Secretaries of India.


During the year there were no transaction requiring disclosure or reporting in respectof matters relating to: (a) details relating to deposits covered under Chapter V of theAct; (b) issue of equity shares with differential rights as to dividend voting orotherwise; (c) issue of shares (including sweat equity shares) to employees of the Companyunder any scheme; (d) raising of funds through preferential allotment or qualifiedinstitutions placement; (e) significant or material order passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code 2016; and(g) instance of one-time settlement with any bank or financial institution.


Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.


Your Directors place on record their sincere appreciation for the assistance andguidance provided by the Reserve Bank of India the Ministry of Corporate Affairs theSecurities and Exchange Board of India government and other regulatory Authorities stockexchanges other statutory bodies Company's bankers Members and employees of the Companyfor the assistance cooperation and encouragement and continued support extended to theCompany.

Your Directors also gratefully acknowledge all stakeholders of the Company viz.customers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. Our employees are instrumental in helping theCompany scale new heights year after year. Their commitment and contribution is deeplyacknowledged. Your involvement as shareholders is also greatly valued. Your Directors lookforward to your continuing support.

Mumbai August 4 2022 By order of the Board For Voltaire Leasing & Finance Limited
Registered Office : S/d-
79 Bhagyodaya Building 3rd Floor Alok Kr. Behera
Mezzanine Floor Nagindas Master Roac DIN:00272675
Fort Mumbai -400 023 Chairman & Managing Director