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Yule Financing & Leasing Co Ltd.

BSE: 511495 Sector: Financials
NSE: N.A. ISIN Code: INE490C01011
BSE 05:30 | 01 Jan Yule Financing & Leasing Co Ltd
NSE 05:30 | 01 Jan Yule Financing & Leasing Co Ltd

Yule Financing & Leasing Co Ltd. (YULEFINLEA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Annual Report on the operations of theCompany together with the Audited Financial Statement for the year ended 31st March 2017:

(Rs. in lakhs)
Year ended 31s t March 2017 Year ended 31st March 2016
FINANCIAL RESULTS
Profit/(Loss) before Depreciation (19.19) (18.98)
Less : Depreciation - -
Profit/(Loss) for the year (19.19) (18.98)
Add: (Loss) brought forward from last A/c. (1057.87) (1038.89)
Profit/(Loss) brought forward to Balance Sheet (1077.06) (1057.87)

DIVIDEND

In view of the accumulated loss the Directors regret their inability to recommend anydividend for the year under review. '

OPERATIONS AND FUTURE PROSPECTS .

Your Company's results during the year under review have declined as compared to theprevious year. Loss before Tax during the financial year 2016-17 stood at Rs.19.19 lakhsas compared to Loss before Tax of Rs. 18.98 lakhs for the previous financial year.

In view of the accumulated loss of the Company the net worth has become negative. TheCompany however is making effort in one hand to settle and reduce the dues of depositorsand on the other hand endeavouring to reduce the loss by cost economy and venturing intodiversifying activities to generate surplus.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report as Annexure I.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 along with a certificate from the StatutoryAuditors of the Company confirming the compliance is annexed and forms part of the AnnualReport.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with the properexplanation relating to material departures if any;

ii. the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that were reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the loss of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and operating effectively;and

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

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the financial statement.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF

THE COMPANY

There has been no material change(s) and commitment(s) affecting the financial positionof the Company occurring between the end of the financial year to which these financialstatements relate and the date of the report.

DIRECTORS

Shri Kaustuv Roy was appointed as Additional Director of the Company with effect from24th October 2016. However being Additional Director he will hold office upto the dateof the ensuing Annual General Meeting and is eligible for re-appointment. The Company hasreceived notice in writing under Section 160 of the Companies Act 2013 proposing hisappointment as Director. .

Shri A.N. Bhattacharyya resigned from the Board of Directors of the Company with effectfrom 1st November 2016. The Board places on record its deep appreciation for the valuableservices and guidance rendered by Shri Bhattacharyya during his association with theCompany.

In accordance with the provisions of Section 152(6)(c) of the Companies Act 2013 andyour Company's Articles of Association Shri Subhasis Mukherjee retires by rotation at theensuing Annual General Meeting and is eligible for re-appointment.

Appropriate resolution seeking appointment of Shri Kaustuv Roy as Director is appearingin the Notice convening the 27th Annual General Meeting of the Company.

The brief resume/details relating to Shri Subhasis Mukherjee and Shri Kaustuv Roy arefurnished in the notes annexed to the Notice of the ensuing Annual General Meeting of theCompany.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 itis disclosed that no Director share any relationship inter se.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 and the rules madethereunder are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 as requiredunder Section 92 of the Companies Act 2013 is marked as Annexure II which isannexed hereto and forms part of the Boards' Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

There were 6 (six) meetings of the Board of Directors of the Company held during theyear 2016-17on 30th May 20168th August 201624th October 201623rd November 2016 5thDecember 2016 and 8th February 2017. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013 and the SEBI (LODR) Regulations 2015.

CHANGES IN SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March 2017 was Rs.36000000/- dividedinto 3600000 Shares of Rs.10/- each. During the year the Company has not issued anyordinary shares or shares with differential voting rights neither granted neither stockoptions nor sweat equity.

RELATED PARTY TRANSACTIONS ‘

All Related Party Transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Hence the provisionsof Section 188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC- 2 is not required. Further there are no materially significant Related PartyTransactions during the year under review made by the Company with the Promoters or theDirectors.

DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES 2014

i. Financial summary or highlights : As detailed under the heading ‘Performance'

ii. Change in the nature of business if any : None

iii. Details of Directors who were appointed or resigned during the year:

a. Director appointed : Shri Kaustuv Roy
b. Director resigned : Shri A. N. Bhattacharyya

iv. Names of Companies which have become or ceased to be Subsidiaries JointVentureCompanies or Associate Companies during the year: There were no such Companies interms of the provisions of the Companies Act 2013.

v. Adequacy of Internal Financial Control: Your Company has an adequate system ofinternal control.

DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Not applicable to the Company as the Company does not have any Whole-time Director orKey Managerial Personnel.

No sitting fees were paid to the Part-time Directors.

PARTICULARS OF EMPLOYEES-RULE 5(2) & 5(3) OF COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Your company has not paid any remuneration attracting the provisions of Rule 5(2) &5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Hence no information is required to be appended to this report in this regard.

AUDITOR & AUDITOR'S REPORT

STATUTORY AUDITORS

The Board of Directors of the Company vide its resolution dated 1 st August 2017subject to the approval of the shareholders appointed Shri Madhusudan ChattopadhyayChartered Accountant (Membership No. 052020) who has expressed his willingness andeligibility as Auditors to conduct the Statutory Audit of the company for the year ending31 st March 2018 and accordingly his name has been proposed for appointment. Members arerequested to consider the appointment of Shri Madhusudan Chattopadhyay CharteredAccountant (Membership No. 052020) as the Statutory Auditor of the Company for thefinancial year ending 31 st March 2018 and authorize the Board of Directors to decide onhis remuneration.

The Company's views on the Auditors' ‘Opinion' have been adequately explained inthe Notes to the Accounts. However in respect of other comments in the Auditors' Reportyour Directors have to state as under:

The repayment of matured deposits together with interest due thereon could not bepossible within the stipulated time due to severe fund crisis. Accordingly a scheme forrephasement of repayment of such dues was submitted to the Company Law Board (CLB). TheCompany being aggrieved by the decision of CLB preferred and Appeal against the saidOrder with the Hon'ble High Court at Kolkata for revision. Hon'ble High Court has sincedisposed of the Company's appeal directing CLB to re-hear the matter. Order from CLB isawaited.

The Company has relied on a legal opinion that the Order of the Company Law Boardhaving been contested and pending before the Hon'ble Kolkata High Court the Directors ofthe Company are not disqualified under Section 164(2) of the Companies Act 2013 fordefault in repayment of Public Deposits together with interest thereon.

SECRETARIAL AUDITOR

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 Shri Deepak Swain Practicing Company Secretary (C.P. No. 9131) Proprietor ofM/s. S. Deepak & Associates Company Secretaries 7A Bentick Street (New Wing) 1 stFloor Room No.-101 Kolkata-700001 to undertake the Secretarial Audit of the Company forthe year ended 31 st March 2017. The Secretarial Auditor's Report is attached hereto as AnnexureIII and forms a part of this report of Directors.

In respect of the comments made by the Secretarial Auditor in his report yourDirectors would have to state that:

i. In view of the financial constraints faced by the Company for quite some time pastthe Company was unable to pay listing fees to the Stock Exchanges with which its shareswere listed. As a result the shares of the Company have been suspended for trading fromthe said Stock Exchanges since a long time. The fees due to the Stock Exchanges have sinceaccumulated and the Company is in no position financially to pay the said fees along withpenal interest. Compliance with the*provisions of the Listing Agreement as well as SEBI(LODR) Regulations 2015 envisages payment of the listing fees first. Besides there is noemployee of the Company at the moment. In the absence of a Compliance Officer the Companyhas not been able to comply with the provisions of the SEBI (LODR) Regulations 2015.

ii. The existing Board of Directors comprises of part-time Directors all of whom areemployees of Andrew Yule & Co. Ltd.

Inspite of its best efforts the Company has not been able to appoint any IndependentDirector or Woman Director as statutorily required.

iii. In the absence of Independent Directors in view of the reason cited above theAudit Committee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee could not be constituted.

iv. The Company has not been able to appoint a Company Secretary till date inspite ofits best efforts.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Directors have nothing to report on technology absorption in compliance with theprovisions of Section 134(3)(m) of the Companies Act 2013.

There was no inflow and outflow of foreign exchange.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the shareholders customers bankers and all other businessassociates during the year under review.

For and on behalf of the Board
Place : Kolkata Kaustuv Roy
Date : 1st August 2017 Chairman

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