BOARD REPORT Dear Members, Your Directors have pleasure in presenting the 21st Annual Report on the affairs of the Company together with the Audited Financials of the Company for the financial year ended on 31st March, 2015. OPERATIONS The Company has reported total income of Rs.3,55,553.30/-for the current year as compared to loss of Rs.3,62,132.16/-in the previous year. DIVIDEND Your directors regret their inability to recommend any dividend for financial period 2014-15. RESERVES The Company did not create any special reserve during the year but transfer the amount of Profit & Loss Account to the Reserve & Surplus. CHANGE IN THE NATURE OF BUSINESS, IF ANY There is no change in the nature of the business of the company. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No such material changes took place. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AS PER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES, 2014 As on March 31,2015, the Company does not have any subsidiary. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT As the Company is not having any subsidiary, Joint Venture or associate company, the said point is not applicable. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. DEPOSITS The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2015. There were no unclaimed or unpaid deposits as on March 31, 2015. AUDITORS AND THEIR REPORT M/s Kewal Bajaj & Associates, Chartered Accountants (Firm Registration No. 024007N statutory auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held in the year 2019. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India. The Auditor report as prepared by M/s Kewal Bajaj & Associates is attached herewith which is self-explanatory hence no further comments required. AUDITORS OBSERVATIONS There are no qualifications or observations or remarks made by the Auditors in their Report. COST AUDITOR'S AND THEIR REPORT As per the provisions of Section 148 and Cost (Record & Audit) Rules, 2014, Cost Audit is not mandatory for the company. SECRETARIAL AUDITOR AND THEIR REPORT The Board appointed Mr. Yashawant Kumar Gupta, Proprietor of Yashawant Gupta and Associates having CP No. 15119 to conduct secretarial audit for financial yearended 2015. The Secretarial Audit Report is annexed herewith as Annexure-1 forming integral part of this report. This report is self explanatory and does not call for any comments. There is a qualification in the Report that the company did not appoint Chief Financial Officer and Company Secretary during the audit period. The Management clarified that, it is in the search of suitable candidates for both the post. INTERNAL AUDITOR AND THEIR REPORT The company has reappointed Mr. Rakesh Gupta as an Internal Auditor of the company for the financial year 2014-15 to 2016-17. Mr. Rakesh Gupta placed the Internal Audit Report to the company which is self explanatory and does not call for any comments. SHARE CAPITAL Authorised share capital of the company is Rs. 3,10,00,000/- (Rupee Three Crores & Ten Lacs) consisting 31,00,000 (Thirty One Lacs) Equity Shares of Rs. 10 (Rupees ten) each and Paid of capital of the company is Rs. 3,00,89,000/- (Rupees Three Crores &Eighty Nine Thousand) consisting of 30,08,900 Equity Shares of Rs. 10 (Rupees ten) each. A) Authorised Share Capital Alteration The company has not modified its Authorized Share capital during the financial year 2014-15. B) Issue of equity shares with differential rights The company has not issued any Equity Shares with Differential voting rights during the financial year 2014-15. C) Issue of sweat equity shares The company has not issued any Sweat Equity Shares during the financial year 2014-15 D) Issue of employee stock options The company has not issued any Employee stock options during the financial year 2014-15. E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees The company has not bought back any shares during the Financial Year 2014-15. F) Issue/redemption of Preference Shares The company neither issue nor redeem its any preference share during the financial year. NUMBER OF BOARD MEETINGS During the year 2014-15, the Board of Directors met Four times viz. on 30th June, 2014, 4th September, 2014, 3th November, 2014,10th January, 2015, 23rd February 2015. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Prashant Garg, Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Mrs. Kiran Singhal (DIN 00900855) and Mrs. Anjana Bagaria (DIN 01486724) have been appointed as Independent Directors of the Company by the members of the Company. The Company has appointed Mr. Rachit Singhal, Director of the Company as Managing Director with effect from 23rd February, 2015 be and is hereby granted in terms of the provisions of Section 196, 203 of Companies Act, 2013 and other applicable provisions, if any, and rule made thereunder (including any statutory modification or re-enactment thereof for the time being enforce) and Article of Association of Company. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration foflimittee. has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entireBoard of the Company, its Committees and Individual Directors,including Independent Directors. Accordingly, following is the criteria for evaluation: A. Criteria for evaluation of the Board of Directors as a whole: > The Frequency of Meetings > Quantum of Agenda > Administration of Meetings > Flow and quantity of Information from the Management to the Board > Number of Committees and their role. > Overall performance of the Company B. Criteria for evaluation of the Individual Directors includinglndependent Directors; > Experience and ability to contribute to the decision making process > Problem solving approach and guidance to the Management > Attendance and Participation in the Meetings > Personal competencies and contribution to strategy formulation > Contribution towards statutory compliances, monitoring of controls and Corporate Governance The Independent Directors had met separately on 30.03.2015 without the presence of Non independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors. The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. Onthe basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment,whenever the respective term expires. The Directors express their satisfaction with the evaluation process. KEY MANAGERIAL PERSONNEL The following employees were designated as a whole time Key Managerial Personnel by the Board of Directors during the Year under review. Mr.Rachit Singhal, Managing Director AUDIT COMMITTEE Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted. The Audit Committee as on 31st March, 2015 comprises of the following Directors: Mrs. Kiran Singhal, Independent Director Mrs. Anjana Bagaria, Independent Director Mr. Prashant Garg, Director NOMINATION & REMUNERATION COMMITTEE In terms of Section 178 and Clause 49 of the Listing Agreement and pursuant to the provisions of Companies Act, 2013, Nomination & Remuneration Committee as on 31st March, 2015 comprises of the following Directors: Mrs. Kiran Singhal, Independent Director Mrs. Anjana Bagaria, Independent Director The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith. STAKEHOLDERS RELATIONSHIP COMMITTEE In terms of Clause 49 of the Listing Agreement, the Company has constituted Stakeholders Relationship Committee with following composition as on March 31, 2015:- Mrs. Kiran Singhal, Independent Director Mr. Surender Kumar Jindal, Director EXTRACT OF ANNUAL RETURN The extract of the Annual return for the financial year 2014-15 is being attached with the Directors Report in the Form No. MGT-9 as Annexure-2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 During the year under review, the Company has not made any investments and has advanced loan/given guarantee. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES The particulars of contracts or arrangements with related parties for the financial year 2014-15 is annexed herewith to the Financial statements in Form No. AOC-2 annexed asAnnexure-3 DEMATERLISATION OF SHARES All the shares of the company are in physical mode. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(3) (C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: I. in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; II. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit and loss of the company for that period; III. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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; and V. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. VIGIL MECHANISM The Company has established a Vigil Mechanism (Whistle Blower Policy) in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Clause 49 of the Listing Agreement. The details of the said Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report attached to this report and form an integral part of this Report. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance is attached to this report, together with a certificate from a practicing company secretary confirming compliance with the conditions with the Corporate Governance is attached to the Corporate Governance Report. MANAGEMENT DISCUSSION & ANALYSIS REPORT Management Discussion & Analysis Report on the operations of the Company for the year under review, as provided under Clause 49 of the Listing Agreement has been presented in a separate section as Annexure-5 forms part of this Annual Report. HEALTH, SAFETY AND ENVIRONMENT PROTECTION The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety. CORPORATE SOCIAL RESPONSIBILITY The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, a Risk Management Committee was voluntarily constituted by the Board of Directors with responsibility of preparation of Risk Management Policy, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to update the Risk management on quarterly basis, to report key changes in critical risks to the Board on an ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board. The Committee holds quarterly meetings to review the critical risks identified. The risks faced by the Company and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. Further, the Company identifies risks and control systems are instituted to ensure that the risks in each business process are minimized/mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company. PARTICULARS OF EMPLOYEES None of the employees of the Company has received remuneration exceeding the limit as stated as required under Section 197(12) of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201Rs.. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO UNDER SECTION 134(3) (M) OF THE ACT The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to the Company. ACKNOWLEDGMENTS Your Directors acknowledge with gratitude the co-operation and assistance received from Government of India and your Director thank the shareholders. Bankers/other lenders and other business associates for their confidence in the Company and for their valuable support and look forward to their continued co-operation in the years to come. For and on Behalf of the Board For Jindal Lease Fin Limited Surender Kumar Jindal Director DIN:00130589 Address: 110, Babar Road, New Delhi Rachit Singhal Managing Director DIN:00054539 Address: 7676-B, Acharwala Bagh, Singh Sabha Road, Delhi, 110 007 Date: 04/09/2015 Place: New Delhi |