DIRECTORS^ REPORT TO THE MEMBERS EKAM LEASING AND FINANCE CO. LIMITED Your Directors are pleased to have this opportunity to present the Twenty Second Annual Report of the Company along with and Audited Statement of Accounts for the year ended 31st March, 2015 DIVIDEND Keeping in view the requirement of funds for future, the Board has not recommended any dividend for the financial year ended 31st March 2015. TRANSFER TO RESERVE Your Directors have proposed not to transfer any sum to the General Reserve. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Forward-looking statements: Certain statements in this MD&A Report which are not historical facts constitute forward-looking statements or forward-looking information within the meaning of applicable laws ("forward-looking statements"). Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. Ekam Leasing & Finance Co. Ltd. registered with RBI as a non banking financial company(non deposit accepting), professionally managed Company where customer-satisfaction is of paramount consideration and matters most above all others. The Industry: Opportunities & Threats: NBFCs have been playing a complimentary role to the banking sector, catering to the unbanked sectors and promoting financial inclusion; NBFCs have been vital to the growth of the economy by providing financial support to some of the important segments of the economy. Gradually, they are being recognized as complementary to the banking sector due to their customer-oriented services; simplified procedures; attractive rates of return on deposits; flexibility and timeliness in meeting the credit needs of specified sectors; etc. NBFCs are heterogeneous group of institutions (other than commercial and co-operative banks) performing financial intermediation in a variety of ways, like accepting deposits, making loans and advances, leasing, hire purchase, etc. They raise funds from the public, directly or indirectly, and lend them to ultimate spenders. They advance loans to the various wholesale and retail traders, small-scale industries and self-employed persons. Thus, they have broadened and diversified the range of products and services offered by a financial sector. Opening up of economy gave a further boost to the demand for credit. A developing economy like India always craves for financial resources and NBFCs account for 12.3% of assets of the total financial system. Due to the global economic slowdown and its impact on the domestic economy, NBFC sector faced significant stresses on asset quality, liquidity and funding costs. Business Outlook and Overview: Demand for credit is great and often organized traditional financing institutions (like banks and financial institutions) do not meet such demand thus creating a space for other types of financing. Money lender is an age old institution filling such space. Bank borrowings and debentures have remained the prominent source of funding for NBFCs After a long depressing performance in the past, the Company with its pragmatic approach in line with the objectives of Long-term growth, is developing the strategic competency and enhancing its operational efficiencies. Our strategy to enhance scale of operations, strengthen business, where we have competencies. Company's future earnings largely depend upon successful implementation of its strategies in its core competence portfolio. Further the Company is going to enlarge its area and scale of operations to the existing portfolio to capture business opportunities growth and to consolidate customer relationship this year. COMPANY'S PERFORMANCE The Income from operations during the year has been Rs. 65.53 Lacs approx. as against Rs. 63.53 Lacs approx. in the previous year. The financial year under review resulted in Net Profit of Rs. 17.19 Lacs approx. As compared to 30.02 Lacs in the previous year. The management is optimistic on the performance of the Company in future and a detailed discussion is provided under Management discussion and analysis report. HUMAN RESOURCE DEVELOPMENT Human Resource is not only an integral part of any organisation but also strive its success and growth. The Company believes that human resources are the key resources and integral part the organisation and endeavors to create a culture of openness and empowerment amongst its employees and provide good carrier development. Your Company believes in trust transparency & teamwork to improve employees productivity at all levels and is committed to the welfare of the employees and their families by putting review and reward system in place MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY There is no material change noted and observed by the Board of the Company which have occurred between the close of the financial year on March 31st, 2015 to which the financial statement relates and the date of this report. SUBSIDIARY AND ASSOCIATES COMPANIES The Company has three wholly owned subsidiaries namely M/s. S & S Balajee Mercantile Pvt. Ltd. (CIN: U51109DL1993PTC052329) which became its wholly owned subsidiaries on 27* February, 2015, M/s. Jet Air Securities Pvt. Ltd. (CIN: U74899DL1995PTC069004) which became its wholly owned subsidiaries on 06th March, 2015 and M/s. Pramuk Energy Pvt. Ltd. (CIN: U14215DL1995PTC068711) which became its wholly owned subsidiaries on 06th March, 2015. M/S. S & S Balajee Mercantile Pvt. Ltd was incorporated to carry on the business of dealing and trading in all kinds of essential commodities/Machinery, etc. M/s. Jet Air Securities Pvt. Ltd. is mainly engaged in the business of dealing in securities and M/s. Pramuk Energy Pvt. Ltd. is proposing to engage into the business of coal mining. During the year under review, M/s. S & S Balajee Mercantile Pvt. Ltd incurred loss of Rs. 2.44 Lacs approx. as compared to revenue of Rs. 6.67 Lacs approx in previous year, recorded a loss of 136.54% in the net profit. M/s. Jet Air Securities Pvt. Ltd. incurred loss of Rs. 1.16 Lacs approx. as compared to loss of Rs. 0.08 Lacs approx in previous year, a loss of 1532.95%, recorded a loss of 136.54% in the net profit. M/s. Pramuk Energy Pvt. Ltd. register a increase in income of Rs. 5 Lacs approx as compared to loss of Rs. 0.71 Lacs approx. in the previous year resulting in a gain of 600.36%. A report on all the performer & financial position of the companies & subsidiaries is annexed in the prescribed form AOC-I to this report as Annexure-I. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: ii) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; iii) they 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 of the Company for that period; iv) they 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; v) they have prepared the annual accounts on a going concern basis; vi) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; vii) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. REGISTRATION WITH RBI The Company being a Non-Banking Finance Company (NBFC) and is registered with the Reserve Bank of India (RBI), with RBI Registration No, 14-00332. The Company had complied with the Non-Banking Financial (Non - Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 as amended. RBI GUIDELINES Your Company is complying with all the guidelines of the Reserve Bank of India for Non Banking Finance Company. In terms of Para 13 of the NBFC Regulations, the particulars as applicable to the Company are appended to the Balance Sheet. THE RBI NORMS AND ACCOUNTING STANDARDS To comply with RBI directions, your Company has closed its accounts for the full year ending March 2015, and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs. DIRECTORS & KEY MANAGERIAL PERSONNEL In accordance with the provisions of section 161 of the Companies Act, 2013 and Rules made there under as amended from time to time, the Company has proposed appointment of Mrs. Mamta Jain as a Director of the company on recommendation received from member in writing as stipulated in item No. 4 of the Notice of the ensuing 22nd Annual general meeting of the Company. Further, in accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and Rules made there under as amended from time to time, Mr. Vishal Jain, Independent Directors of the Company who retires by rotation at the ensuing annual general Meeting and being eligible offer themselves for re-appointment. All independent directors have given declaration that they meets the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. In due compliance with the requirement of Section 203 of Companies Act, 2013 read with the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial Persons (KMP) of the company was duly constituted /appointed. The board in their meeting held on 01st January, 2015 appointed Ms. Mansi Mehta ,an Associate Member of Institute of Company Secretaries of India as Company Secretary & Compliance Officer of the Company as part of KMP. Further Mr. Krishan Kumar Didwaniya was appointed as Chief Financial Officer (CFO) by the Board in their meeting held on March 20th, 2015. NUMBER OF MEETINGS OF BOARD OF DIRECTORS The Board of Directors of your Company, during the period under review met During the Financial year ended March 31, 2015, the Board met 11 (Eleven) times on 20th May 2014, llfll August 2014, 26th August 2014, 03rd September 2014,11th November 2014, 01st January 2015, 10th February 2015, 27th February 2015,2nd March 2015 and 4th March 2015 and 20th March 2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing agreement. BOARD EVALUATION The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under revised Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report. INTERNAL CONTROL SYSTEMS The Company's internal control systems are audited by B. Rattan and Associates, Chartered Accountant. The Internal Auditor independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditor reports directly to the Audit Committee to ensure complete independence. BOARD COMMITTEES Detailed composition of the mandatory Board Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and no. of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report. AUDIT COMMITTEE The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013. The details of which are given in the Corporate Governance Report. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report. Statutory Auditors & their Report M/s. G. L. Gupta & Associates, Chartered Accountants (Firm registration No. 012483N), the existing auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The retiring auditors have furnished a certificate of their eligibility for re-appointment under Section 139 (1) of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014. The same was discussed in the Audit Committee meeting. Your directors recommend their re-appointment. The Company has received audit report from M/s. G. L. Gupta & Associates, Chartered Accountants. Yours Directors recommend reappointment of M/s. G.L. Gupta & Associates, Chartered Accountants, as Auditors of the company at the ensuing Annual General Meeting through the Notice convening the AGM. The notes to the accounts referred to in the Auditor's Report and the observations made in the Report under Companies (Auditor's Report) Order, 2015 are self-explanatory and therefore do not call for any further comments. Secretarial Auditors & their Report: In terms of Section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board of Directors of the Company have appointed M/s. KKS & Associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2014-2015. The Company has received consent letter from M/s. KKS & Associates, Company Secretaries, for their appointment. The Board of Directors on a voluntary basis appointed M/s. KKS & Associates, Company Secretaries as the Secretarial Auditor of the Company in relation to the financial year 2014-15. The Secretarial Audit for financial year 2014-15 was conducted on voluntary basis and the report is available on the Company's website. Any member interested in hard copy of the Secretarial Audit Report may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy. Secretarial audit report as provided by M/s. KKS & Associates, Company Secretaries, is also annexed to this Report as Annexure-IV. QUALIFICATIONS IN AUDIT REPORTS There is no qualification, disclaimer, reservation or adverse remark or disclaimer made either by the statutory auditors in his report and by the company secretary in practice (Secretarial Auditor) in his secretarial audit report. FUTURE PROSPECTS The Management is very optimistic and aggressively focusing on to exploit the opportunities available to NBFC in India and exploring and evaluating various business models for implementation in order to enhance to turnover of the company to escalate to new heights. The Board expects that the Company will continue to improve its overall performance and excel to enhance the profitability of the Company. In the present economic scenario and growth momentum of Indian economy, via its strategy competency, operational efficiencies and successful implementation of its new business models. CONSOLIDATED FINANCIAL STATEMENT In accordance with Section 129(3) of the Companies Act 2013 and Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the consolidated Financial Statements of the Company, including the financial details of its subsidiaries, forms part of this Annual Report .The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India. VIGIL MECHANISM /WHISTLE BLOWER POLICY Pursuant to Section 177 of the Companies Act 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement, if any .The Policy can be accessed at the website of the company. RELATED PARTY TRANSACTIONS The Company has developed a Related Party Transactions policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions approved by the Board is uploaded on the Company's website. All Related Party Transactions are placed before the Audit Committee and also the Board/Members for their approval, wherever necessary. The related party transactions entered during the financial year were on an arm's length basis and were in the ordinary course of business. The details of the same are annexed herewith as "Annexure-II" in the prescribed Form AOC-2. There were no materially significant related party transactions during the financial year except with wholly owned subsidiary as mentioned in AOC-2. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS All pecuniary relationship or transactions of the non executive directors vis-a-vis the company, alongwith criteria for such payments and disclosures on the remuneration of directors alongwith their shareholding are disclosed Form MGT-9, which forms a part of this Report. INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS Mrs. Mamta Jain, Woman Director of the Company is wife of Mr. Rakesh Jain, Managing Director of the Company. Further, Mr. Saurabh Jain is Son-in -law of Mr. Prakash Goyal. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs. 3,00,00,000/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, Mr. Rakesh Jain, Managing Director holds 3,89,000 Equity Shares and Mr. Prakash Goyal, Director holds 11,500 Equity Shares respectively in the Company. E-VOTING The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement. The above Rule 20 of the Companies (Management and Administration) Rules, 2014 have been amended on 19thMarch, 2015 to introduce a new concept of e-voting i.e. E-Voting at general meeting through an electronic voting system. To comply with the requirements of new Companies Act, 2013 and to ensure good governance for its members, your Company has provided e-voting facility for its last year general meetings to enable its members to participate in the voting electronically. The instruction(s) for e-voting for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report. EXTRACT OF ANNUAL RETURN As required under Section 92 (3) read with Rule 12 of Companies (Management & Administration), Rules, 2014, the extract of the Annual Return in the prescribed form MGT- 9 is annexed herewith as "Annexure III". PARTICULARS AS PER SECTION 134 OF THE COMPANIES ACT, 2013 Your company does not have any employee, whose particulars are required to be given under the provision of Section 134 of The Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Disclosure with respect to Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo, pursuant to section 217 (l)(e) of the Companies Act, 1956 is not applied to the Company. PUBLIC DEPOSITS During the year the Company has not received any Deposits from public, covered under Chapter V of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS In terms of Section 134 (3) (g), towards inclusion of the details of particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 & Rules made thereunder in this report, the same are given in the notes to the Financial Statements. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In accordance with the provisions of the of the Sexual Harassment of Women at the Workplace (prevention, Prohibition & Redressed) Act, 2013 no employees (permanent, contractual, temporary, trainees) are covered under this policy till the date of this report. COMPLIANCE WITH THE LISTING AGREEMENT The company's equity shares continue to be listed on the Stock Exchange, Mumbai (BSE) which has nationwide trading terminals. The company has paid the Annual Listing Fees to BSE for the Financial Year 2015-2016. The Company has applied for voluntary delisting from Delhi Stock Exchange and the application is pending before Delhi Stock Exchange.All compliances with respect to listing agreement has been duly made by the company. LISTING OF SHARES The shares of the company are listed on Bombay Stock Exchange & Delhi Stock Exchange. The listing fees have been paid in full to all the stock exchanges during the year. The Company has applied for voluntary delisting from Delhi Stock Exchange and the application is pending before Delhi Stock Exchange. ACKNOWLEDGEMENT Your Directors place on record their warm appreciation of the assistance and cooperation extended by various Government Departments, Authorities, and Business Partners etc. Your Directors also place on record their deep appreciation of the support provided by the Bankers associated with the company. Your company's employees are instrumental to your company achieving higher business goals. Your directors place on record their deep admiration of the commitment and contribution of your company's employees. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support. EKAM LEASING & FINANCE CO. LIMITED By order of the Board of Directors Rakesh Jain Managing Director DIN: 00061737 Vishal Jain Director DIN: 02193689 Corporate Identity Number: L74899DL1993PLC055697 Registered Office: 11, Rani Jhansi Road, New Delhi - 110 055. Tel: 011-32033277, Fax: +91-11-23528015 Email: ekam.leasingl@gmail.com info@ekamleasing.com Website: www.ekamleasing.com Date : August 30, 2015 place : New Delhi |