DIRECTORS' REPORT TO THE MEMBERS To, The Members M/s Abhinav Leasing and Finance Limited Your Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended March 31, 2015. DIVIDENDS The management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2014-15. RESERVES The Company has not transferred any sum to Reserve for the financial year ended on 31st March, 2015. MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013 As required by the Companies Act, 2013, your Company has constituted following committees and their policies, namely: • Nomination and Remuneration Committee & Policy • Reconstitute Stakeholder Relationship Committee • Insider Trading Policy. Company is adopting new set of Articles of Association in line with new Company law and rules framed there under. All other changes as required by the Act have been in place and we re-affirm our commitment to the highest level of Corporate Governance. SHARE CAPITAL The paid up Equity Share Capital as on 31st March, 2015 was Rs. 499.80 Lacs @ Rs 1 per share. The Company not issued shares with differential voting rights nor granted stock options nor sweat equity. DEPOSITS During the year under review the Company has not accepted any deposit falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT The Company has not given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions report to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company. The Internal Audit monitors and evaluates the efficiency and adequacy of Internal control systems in the company. It's compliances with operating systems, accounting procedure and policies at all locations of the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information required to be furnished under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed in "Annexure A" herewith and forming part of this report. INDUSTRIAL RELATIONS During the year under review, your Company enjoyed cordial relationship with workers and employees at all level. DIRECTORS Mr. Rabinder Gupta (DIN 06568197) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. Ms. Mamta Agarwal (DIN 02425119) has been appointed as a Managing Director of the Company and her appointment will be for the term of Five years which is from the date of the Annual General Meeting. Mr. Malikhan Singh Yadav (DIN 06732965) and Mr. Himanshu Agarwal (DIN 05192834) are being appointed as an Independent Director of the Company and all Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. An Independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. MEETING OF BOARD OF DIRECTORS A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 10 (Ten) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134 (3c) of the Companies Act, 2013, your Directors report as under: a) That in the preparation of the annual accounts, the applicable accounting standards have been followed. b) That the Directors have 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 at the end of the financial year and of the profit or loss of the company for that period. c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) That the Directors have prepared the annual accounts on a going concern basis. e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. f) That 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. RELATED PARTIES TRANSACTIONS There are no materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with interest of the Company at large. SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint Venture and Associate Company. CODE OF CONDUCT The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. COMPOSITION OF AUDIT COMMITTEE The Audit Committee of the Company has been duly constituted having three members namely:- i) Mr. Rabinder Gupta ii) Mr. Malikhan Singh Yadav* iii) Mr. Himanshu Agarwal *Malikhan Singh Yadav is the Chairman of the Audit Committee. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the code. AUDITORS REPORTS/ SECRETARIAL AUDIT REPORTS M/S. D KHURANA & COMPANY., CHARTERED ACCOUNTANTS (FRN 022696N), who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134 (3c) of the Companies Act, 2013, your Directors report as under: a) That in the preparation of the annual accounts, the applicable accounting standards have been followed. b) That the Directors have 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 at the end of the financial year and of the profit or loss of the company for that period. c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) That the Directors have prepared the annual accounts on a going concern basis. e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. f) That 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. RELATED PARTIES TRANSACTIONS There are no materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with interest of the Company at large. SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint Venture and Associate Company. CODE OF CONDUCT The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. COMPOSITION OF AUDIT COMMITTEE The Audit Committee of the Company has been duly constituted having three members namely:- i) Mr. Rabinder Gupta ii) Mr. Malikhan Singh Yadav* iii) Mr. Himanshu Agarwal *Malikhan Singh Yadav is the Chairman of the Audit Committee. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the code. AUDITORS REPORTS/ SECRETARIAL AUDIT REPORTS M/S. D KHURANA & COMPANY., CHARTERED ACCOUNTANTS (FRN 022696N), who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Naresh Gupta & Associates, Company Secretary in Whole Time Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B". The report is self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors & Secretarial Auditors in their reports. EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015 As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as "ANNEXURE C". PARTICULARS OF EMPLOYEES Information as per Section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company's Registered Office. LISTING WITH STOCK EXCHANGES The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to MCX-SX where the Company's Shares are listed. ACKNOWLEDGEMENT Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support. The Directors look forward to a bright future with confidence. for and on behalf of the Board Abhinav Leasing and Finance Limited Date : 19th June, 2015 Place: Delhi |