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Directors Report of Devki Leasing & Finance Ltd.

Mar 31, 2014

Dear members,

The Directors submit the Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2014.

FINANCIAL RESULTS

(Amount in Lacs) Particulars As on 31.03.2014 As on 31.03.2013

Revenue from operations 7.38 10.62

Other Income 0.211 0.08

Operating Expenditure 13.09 19.07

Interest & Depreciation 2.25 2.25

Profit before Tax -7.74 -10.62

Provisions for Tax -0.58 -0.32

Profit after Tax -07.15 -10.30

COMPANY''S PERFORMANCE & FUTURE OUTLOOK

During the year under review the company has earned the revenue of Rs. 7.38 Lacs. In the financial year 2013-14 the financial sector remain subdued, hence the profit from operations of sale purchase of shares has not been earned. Your directors are taking various initiatives for overall better performance of the company.

The last year was one of worst year and adversely affected due to the slowest growth rate in more than a decade, In the current year also the company is continued to experience sluggish growth and hence revenue growth during this year is also decreased. GDP growth for the financial year 2013-14 is estimated at 4.9% as compared to the growth rate of 4.5% in the previous year. The RBI and the Government have taken notable steps in FY 2013-14 to address the economic headwinds. Your director''s also hope for improvement in the performance of the company as the steps for development will be taken by the government which ultimately leads to financial sector reforms in coming days and henceforth implementation of innovative and effective decisions.

DIVIDEND

Your directors do not recommend any dividend due to losses in current financial year.

DIRECTOR

The Board in its meeting held on 30th July, 2014 has appointed Mrs. Sarita Bindal as the Additional Director as Nonexecutive Promoter Director of the Company till the ensuing AGM of the Company. The Company has received notice in writing from the members as required under section 160 of the Companies Act 2013 for proposal for her appointment as Director of the Company liable to retire to rotation at the ensuing Annual General Meeting.

Mr. Rajesh Khandelwal has resigned from the directorship of the Company in the Board Meeting held on 30th July 2014. The Board considered and appreciated valuable guidance and support extended by Mr. Rajesh Khandelwal as Independent Director of the Company.

Mr. Sudhir Bindal has been re-appointed as Managing Director of the Company by the Board for a period of three years commencing from 1st October 2014 subject to approval of the Members in the ensuing AGM, pursuant to the provisions of sections 196, 197, 203 and other applicable provisions if any, of companies act 2013.

Further Mr. Kamlesh Kasliwal and Mr. Manoj Kumar Singh the existing Independent Directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019. The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of both the Independent Directors of the Company at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

II. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 the year under review;

III. They have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities ;

IV. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

AUDITORS

M/s A.B. Doshi & Co., Chartered Accountants, Indore, statutory auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s A.B. Doshi & Co., Chartered Accountants (ICAI Firm Registration No. 001577C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-fifth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee.

The Auditors'' Report read with relevant notes are self explanatory, except note no. 1.8 and note no. 21 of the notes to accounts read with last Para of the Auditors Report.

Note no. 1.8, specifically relates to retirement benefits as the Company has not provide gratuity, privilege leave and other retirement benefits as the company follows the practice of accounting for the retirement benefits as and when paid. And note no. 21 relates to no provision for interest on the Secured Loan - the Company has not made provision for interest on the Secured Loan given by Dena Bank as the matter is in litigation and the same shall be accounted on the settlement of case.

SUBSIDIARY COMPANY

As on date the Company has no subsidiary Company as the Company has disposed off the shares of its subsidiary company, Devki Cyber Securities Private Limited, on 30.07.2014.

The Ministry of Corporate Affairs, Government of India has issued a Circular No.2 / 2011 dated 8th February 2011 granting general exemption to Companies under section 212 (8) from attaching the documents referred to in section 212 (1) pertaining to its subsidiaries, subject to approval by the Board of Directors of the Company and furnishing of certain financial information in the Annual Report. The Board of Directors of the Company have accordingly accorded approval to the Company dispensing with the requirement of attaching to its Annual Report the annual audited accounts of the Company''s subsidiaries. Accordingly, the Annual Report of the Company does not contain the individual financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company, its subsidiaries and associate.

The Annual Accounts of this subsidiary company as on 31st March 2014 and the related detailed information will be made available to the shareholder seeking such information at any point of time. The annual accounts of the Subsidiary company will also be kept for inspection by any shareholder at its registered / corporate office and that of the concerned subsidiary company. The statement pursuant to the approval under section 212 (8) of the Companies Act, 1956 is annexed together with the Annual Accounts of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per the Accounting Standard AS21 and Accounting AS 23, consolidating the Company''s accounts with its subsidiary have also been included as part of this Annual Report.

FIXED DEPOSITS

Your Company has not accepted or invited any deposits from public within the meaning of Section 58A of the Companies Act, 1956 during the year under review and that there is no overdue unpaid/unclaimed deposit as at 31st March, 2014.

PARTICULARS OF EMPLOYEES ETC

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

ENERGY CONSERVATION AND OTHER REPORTING U/S 217(1) (E)

The provisions of Energy Conservation in terms of section 217 (1)(e) of the Companies Act, 1956, are not applicable on the Company.

Your Company also did not have any foreign exchange earnings or out go your Directors place on record their sincere appreciation for the devoted performance of the employees of the Company at all levels.

COMPLIANCE CERTIFICATE

Your Directors have obtained a Compliance Certificate from Practicing Company Secretary, pursuant to Rule 3 of Companies (Compliance Certificate) Rules, 2001 which is forming part of this report as Annexure - I.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance as required under the Listing Agreements with the Stock Exchanges along with the certificate of the Auditors, M/s. A.B. Doshi & Co, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached to this report as Annexure II.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis statement as required under the Listing Agreements with the Stock Exchanges are attached to this report as Annexure - III.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to all the Government and Semi Government Departments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors Employees and all other Stakeholders in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors DEVKI LEASING & FINANCE LIMITED

PLACE: Indore DATE: 30.07.2014

SUDHIR BINDAL CHAIRMAN OF THE MEETING

Registered Office: "Velocity", 18-A Scheme No 94 C, Ring Road, Indore (M.P.) 452010


Mar 31, 2010

The directors have pleasure in presenting their eighteenth Annual Report of your company together with audited accounts for the year ended on 31st March, 2010.

State of Companys Affairs:

Financial Results Amount (Rs in Lakhs)

Particulars 31st March. 2010 31st March 2009

Total Income 8.90 37.98

Depreciation 2.25 2.62

Interest & Fin Charges 37.83 38.66

Other Total Expenditure 78.21 30.82

Profit before Tax -109.40 -34.12

Tax provisions 0.26 -0.09

Net Profit for the year -109.14 -34.03

Balance brought forward 6.14 40.17

Carried to Balance Sheet -103.00 6.14

Operations and Future Outlook:

During the year under review, income from operations has been reduced to Rs.8.90 lacs as compared to Rs.37.98 lacs in the previous year. The Loss before Depreciation and Taxation stood at Rs.107 lacs. After providing for depreciation and taxation, the Company has registered a Net Loss of Rs.109 lacs as against loss of last year of Rs.34 lacs in the previous year. There is a continuous negative growth in the Company.

During the year under review capital markets worldwide faced a major crisis due to the sub- prime and credit crisis in USA as well . as all the major economies of the world. The crisis led to recession and downturn in economies the world over.

The Indianeconomy and the Capital market were also not insulated from this downturn. The finance Industry during the year under review remained under tremendous pressure hut with the Governments continued efforts towards liberalization and Globalization process this area is likely to continue to grow in the years to come. Since finance for industries is like blood for human Body, without finance Industrialization is not possible and with an improvement in market sentiments, the management of your company expects to improve the financials of your company.

The Leasing and Finance business largely depends on the corporate performance and economic growth. The Corporate performance were badly affected with the economic slowdown and frequent changes in Bank Rate, Repo Rate and other measures taken by the Reserve Bank of India The Industry is largely dependent on the overall growth of the other industries, which are under revival stage. The finance business is likely to get good business in the years to come, if the service of the Company is maintained upto the satisfaction of the customers. The Company has a competitive policy to maintain the business. The Financial performance during the year ended 31st March, 2010 has not satisfactory due to general depression market conditions and overall economic slowdown. The Company expects better performance in the years to come.

Dividend:

Owing to inadequacy of profit, your directors do not recommend any dividend for this financial year. Directors Responsibility Statement:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, we confirm that:

01. in the preparation of the annual accounts, the applicable accounting standards have been followed;

02. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 loss of the company for the year under review;

03. the directors had 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 frauds and other irregularities

04. the directors had prepared the annual accounts for the financial year ended 31st March, 2010 on a "going concern" basis;

Directorate:

Shri Manoj kumar Singh retires by rotation and being eligible offers himself for reappointment. There is no other change in the composition of the Board of the Company.

Auditors:

M/s. A.B.DOSHI & CO., Chartered Accountants, Indore, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Auditors Report, read with relevant Notes is self explanatory and needs no further clarification.

Corporate Governance & Management Discussion and Analysis:

In terms of Clause 49 of the Listing Agreement, Board Report on Corporate Governance is forming part of this Balance Sheet. Management Analysis and Discussion report is also annexed herewith by the Board.

Compliance Certificate

Your Directors have obtained a Compliance Certificate from Practicing Company Secretary, pursuant to Rule 3 of Companies (Compliance Certificate) Rules, 2001 which is forming part of this report.

Subsidiary Company:

In terms of Sec 212 of the Companies Act, 1956, the full annual accounts of Devki Cyber Securities Private Limited are annexed herewith.

Public Deposits:

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956.

Particulars of Employees etc:

Your company did not have any person in employment who was in receipt of remuneration, whose particulars are to be included here under Sec 217 (2A) of the Companies Act read with Companies (Particulars of Employees) Rules 1975.

Energy Conservation and other Reporting u/s 217(1) (e):

The provisions of Energy Conservation in terms of section 217 (1)(e) of the Companies Act, 1956, are not applicable on the company. Almost entire project technology in the company is indigenous, which needs no adaptation.

Your company also did not have any foreign exchange earnings or out go your Directors place on record their sincere appreciation for the devoted performance of the employees of the company at all levels.

For and on behalf of the Board of Directors of

DEVKI LEASING & FINANCE

LTD PLACE: INDORE

DATE: 30th June, 2010

SUDHIR KUMAR BINDAL

Chairman & Managing director

 
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