DIRECTOR Y REPORT DEAR SHAREHOLDERS, Your Director's are pleased to present the 33rd Annual Report on the business and operations of the Company along with the Audited Annual Financial Accounts / Annual Financial Statements for the year ended 31st March 2015. Information on State of the Company's Affairs The Company had started its journey as Helpage Finlease Limited under the provisions of the Companies Act, 1956, as a public limited company. The Company presently listed at Bombay Stock Exchange. The Company is engaged in the business of investment in securities and providing loans and advances. The Company is registered with the Reserve Bank of India as an NBFC. Dividend In order to strengthen the business of the Company, your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board does not propose and declare any dividend for the year under review. Transfer to General Reserve The Company propose to transfer INR 3,41,086.58/- (Rupees Three Lacs Forty One Thousand Eighty Six and Fifty Eight Paisa) to the general reserve out of the amount available for appropriation. Share Capital The Board of Directors in its meeting held on 15th May, 2015, approved the allotment of 28,80,000 (Twenty Eight Lacs and Eighty Thousand only) Equity Shares of Rs. 10/- (Rs. Ten Only) each aggregating Rs. 2,88,00,000/- (Rs. Two Crores Eighty Eight Lacs Only), to the Promoters and Strategic Investors and shall rank pari passu with the existing Equity Shares. Delhi Stock Exchange has granted Listing approval of the said shares on1st October, 2015 The allotment of these shares was made on 15th May, 2015 and the same were listed and admitted to dealings on the Delhi Stock Exchange with effect from 1st October, 2014. Listing of Shares The Company made an application for Listing of Equity Shares at Bombay Stock Exchange in November, 2014 as to provide the trading platform to the Shareholders of the Company. The Board is delighted to inform that Bombay Stock Exchange has granted permission w.e.f. 05th June, 2015. Directors & Key Managerial Personnel Change in Directors and KMPs The Board of Directors in its meeting held on 2nd September, 2014, had appointed Ms. Ananyaa Pandey as Additional Director thereafter, regularised by the shareholders in the AGM of the Company held on 30th September, 2014. In the same Board Meeting, Mr. Sidharth Goyal had been appointed as the Managing Director of the Company for a term of five years, thereafter approved by the shareholders in the AGM of the Company held on 30th September, 2014. The Board of Directors in its meeting held on 15th September, 2014 appointed Ms. Isha Malik as Company Secretary & Compliance Officer and Ms. Ananyaa Pandey as Chief Financial Officer of the Company. However, Ms. Ananyaa Pandey tenders her resignation from the post of Chief Financial Officer & expresses her deep gratitude. The Board of Directors has appointed Mr. Sidharth Goyal, Managing Director (MD) as MD & Chief Financial Officer of the Company. Retirement by rotation In terms of Section 152 of the Companies Act, 2013, Mr. Sidharth Goyal (DIN: 02855118), Director of the Company retire by rotation at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment. Statement on declaration given by Independent Directors The Board of the Company consist two independent directors and all the Independent Directors have given the declaration that they meet the criteria of independence as provided in Section 149 (6) of the Companies Act 2013. Statement on annual evaluation of Board, Committees and Individual Directors The Board has empowered the remuneration committee to evaluate the performance of the Chairman, Independent director, Executive directors and committees in terms of the criteria of evaluation laid down by the Board. The evaluation includes various criteria including performance, targets, sincerity towards roles and responsibilities etc. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Remuneration Policy The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the same is stated in Corporate Governance Report. Number of Meetings of the Board of Directors The Board met seven (7) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. Change in the nature of business, if any During the year under review, there was no Change in the nature of the business of the Company. Fixed Deposit During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 read with Chapter V of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014, as amended from time to time. Particulars of loans, guarantees or investments Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 7 to the Financial Statements. Demat of Shares Necessary arrangements are made for Dematerialization of Shares, with NSDL and CDSL. Out of the total, 90.48 % of the equity shares of the company are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory Demat form, the shareholders holding shares in physical form may avail this facility in their own interest. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future Your directors confirm that no significant and or material order(s) had been passed against the Company during the financial year 2014-15, which may adversely impact the status and operations of the Company in future. Extract of the annual return The extract of the annual return i.e. Form MGT - 9, as prescribed under sub-section (3) of section 92 read with Rule No. 12 of Companies (Management and Administration) Rues, 2014), shall form part of the Board's report and are attached herewith as "Annexure II" to this report. Particulars of contracts or arrangements with related parties No related party transactions were entered during the financial year. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2 is enclosed as "Annexure III". Corporate Social Responsibility The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company. Statutory Auditors & Auditor's Report M/S K R A & Co., Chartered Accountants, (Registration No FRN 020266N), Delhi, holds office as Statutory Auditors until the conclusion of the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed. The report of the Statutory Auditors' on Annual Financial Accounts / Statements along with schedules and notes to accounts thereto, for the year ended on 31st March, 2015, are self explanatory and do not call for any comments. Internal Auditors M/S SNAP & Co., Chartered Accountant performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. 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 has appointed Ms. Achita Sobti, Practicing Company Secretary (CP No.: 12718, ACS: 33858) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure I". Corporate Governance and Management Discussion and Analysis Report The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure F, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Directors' Responsibility Statement Pursuant to Clause (c) of sub-section (3) of the Section 134 and sub-section (5) of section 134 of the Companies Act 2013 read with Companies (Accounts) Rules, 2014, as amended from time to time, your Directors confirm that: (a) In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; (b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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; (c) they 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 frauds and other irregularities; (d) they had prepared the annual accounts for the year ended 31st March 2015 on a going concern basis; and (e) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. (f) They have laid down internal financial controls in the company that are adequate and were operating effectively. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Pursuant to clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further there was no Foreign Exchange earnings and outgo during the Financial Year 2014-2015. Particulars of Employees There was no employee in the Company throughout the period drawing remuneration more than that prescribed pursuant to the provision under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Establishment of Vigil Mechanism for Directors and Employees Whistle blower Policy is formulated to encourage all employees and directors of the Company to report any unethical behavior, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by management. This policy is in the line with the requirements of the revised Clause-49 of the Listing Agreement with the Stock Exchanges and the provisions of the Companies Act, 2013(Sub Section 9 of Section 177) read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, which stipulated every Listed Company shall establish a 'Vigil Mechanism'. Acknowledgement Your directors place on record its sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment and the trust reposed on them and also acknowledge with gratitude the excellent cooperation extended by Bankers and Customers and look forward to their support in all future endeavor. By the order of Board For Helpage Finlease Limited Sidharth Goyal Managing Director DIN :02855118 Ashok Kumar Director DIN :02641654 Date: 14th August, 2015 Place: Delhi |