Mar 31, 2015
The Board of Directors of India Lease Development Limited take pleasure
in presenting their 30th (Thirtieth) Report on the business and
operations of the company and the accounts for the financial year ended
March 31,2015.
1. Financial Summary
The Board's Report is prepared based on the stand alone financial
statements of the company. The company's financial performance for the
year under review along with previous year figures are given
hereunder:-
(Rs. in lacs)
Financial Results Year ended Year ended
March 31, 2015 March 31, 2014
Gross Profit before depreciation,
finance cost and provisioning (13.98) (43.59)
Less: Depreciation including impairment 1.33 0.93
Profit /(Loss) before provisions,
exceptional items and tax (15.31) (44.52)
Add: Provision for doubtful debts
written back 0.89 26.38
Add :Provision for diminution in value
of investments (13.54) -
Less: Excess Depreciation of earlier
years written back (1.60) -
Net Profit(/Loss) for the year (26.36) (18.14)
Total (Loss) (2113.76) (2087.40)
Losses carried forward to Balance Sheet (2113.76) (2087.40)
2. Review of Operations
Recovery of the dues is the main focus of the company and the
management is confident that with the maximum recovery it would be
possible to deploy the funds to earn better yield on investments.
3. Dividend & Reserves
In view of accumulated losses the company has not recommended any
dividend for the year under review. Reserves and Surplus as on March
31, 2015 stood at Rs. 1447.70 lacs.
4. Share Capital
The Paid up Equity Share Capital as on March 31,2015 stood at Rs.
1471.30 lacs. During the year there is no increase in the Share
Capital.
5. Finance and Accounts
Your company prepares its financial statements in compliance with the
requirements of the Companies Act, 2013 and have been prepared on
historical cost basis. The estimates and judgments relating to the
financial statements are made on a prudent basis, so as to reflect a
true and fair manner.
6. Corporate Governance
As per Clause 49 of the Listing Agreement with the Stock Exchange,
Auditor's Certificate regarding the compliance of conditions of
Corporate Governance (Annexure'A') and Management Discussion and
Analysis Report(Annexure 'B') forms part of this report. A separate
section on Corporate Governance practices followed by the company from
the company's Auditors confirming compliance forms an integral part of
this report.
7. Extract of Annual Return
Details forming part of the extract of the Annual Return in form MGT-9,
as required under Section 92 of the Companies Act, 2013, is included in
this report as Annexure- C and forms an integral part of the report.
8. 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.
As on the date of signing of this report, your board comprised of
following four Directors
i) Sh. Rajiv Gupta, Chairman
The Board of Directors consequent to demise of Sh. Ved Prakash Gupa,
Chairman Emeritus, designated Sh. Rajiv Gupta, as the Chairman, of the
company with effect from May 21,2005. Sh. Rajiv Gupta is a Bachelor in
Engineering from IIT, New Delhi. His appointment was duly approved by
the shareholders in the meeting held on December 8, 2005. He has
immense business experience and all around knowledge on subjects
concerning Hire Purchase, Leasing, Corporate Finance, Taxation and
Administration. His continued association with the company is
considered absolutely necessary and valuable.
ii) Sh. Arun Mitter, Independent Director
Sh. Arun Mitter is a qualified Chartered Accountant. He has extensive
business experience in general and financial management. His continued
association with the company is considered necessary in the interest of
the company. Shareholders in their meeting held on September 18, 2014
approved appointment of Sh. Arun Mitter as independent director not
liable to retire by rotation in terms of Section 149(13) of the
Companies Act, 2013. He was appointed for a period of 5 years i.e
September 18, 2014 to September 17, 2019 and to receive remuneration by
way of meeting, fee if any, for participation in the meetings of the
Board or Committee thereof.
iii) Sh. Sharad Aggarwal, Independent Director
Sh. Sharad Aggarwal is a qualified Chartered Accountant and also holds
a Law Degree. His appointment on the board of the company will be quite
useful. Shareholders in their meeting held on September 18, 2014
approved appointment of Sh. Sharad Aggarwal as independent director not
liable to retire by rotation in terms of Section 149(13) of the
Companies Act, 2013. He was appointed for a period of 5 years i.e
September 18, 2014 to September 17, 2019 and to receive remuneration by
way of meeting fee, if any, for participation in the meetings of the
Board or Committee thereof.
iv) Mrs. Sumana Verma, Non-Executive Non- Independent Additional
Director
Mrs. Sumana Verma is a graduate and her appointment on the Board of the
company as an Additional Director, on the recommendation of the
nomination and remuneration committee, is to comply with the provisions
of section 149 of the Companies Act, 2013, regarding appointment of
Woman Director. She has rich business experience and board is confident
that her appointment will be quite useful to the company.
Resignation of Director - Sh. M.K.Madan
Sh. M.K. Madan, due to personal reasons, resigned on April 9, 2015 and
his resignation was accepted by the board. The board placed on record
the services rendered by him during his tenure as a director of the
company.
9. Director's Responsibility Statement
The Directors confirm that to the best of knowledge and belief and
according to the information and explanations obtained by them, your
Directors make the following statement in terms of Section 134(3)(c) of
the Companies Act, 2013.
i) That in the preparation of the annual accounts for the financial
year ended March 31,2015, the applicable accounting standards had been
followed alongwith proper explanation relating to material departures,
if any;
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 at the end of the financial year and of the loss of the
company for that period.
iii) That 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) That annual accounts have been prepared on 'going concern ' basis.
v) That the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
vi) 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.
The audit observations on the financial statements are suitably
explained as and where necessary in the notes on accounts.
10. Directors retiring by rotation
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the company's Articles of Association, Sh. Rajiv Gupta,
Director retires by rotation in the forthcoming Annual General Meeting
and being eligible, offer himself for re-appointment.
11. Appointment of Women Director
Mrs. Sumana Verma was duly appointed on March 30, 2015 on the Board of
Director of the company as an Additional Director in pursuance of
Section 149(1) of the Companies Act, 2013, liable to retire by
rotation, which office she holds till the next coming AGM.
12. Key Managerial Personnel
During the year under review, the company has identified following
persons as Key Managerial Personnel.
Sl
No. Name of the Person Designation
1. Sh Rajiv Gupta Chairman
2. Sh. Arun Mitter Director
3. Sh. Rohit Madan Manager & Company Secretary
13. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out annual evaluation of
its performance, the directors individually as well as the evaluation
of the working of its Audit and Nomination and Remuneration Committees.
It has also evaluated the various aspects of the Board's functioning,
composition of the Board and its Committees, culture, execution and
performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the Non-Independent
Directors was also carried out by the Independent Directors. The Board
of Directors expressed their satisfaction with the evaluation process.
14. Number of Meetings of the Board
The details of the number of meetings of the Board held during the
Financial Year 2014-2015 forms part of the Corporate Governance Report.
15. Particulars of Loans, Guarantees or Investments by the Company
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements. Refer Note No.35
16. Whistle Blower Policy
The Company has a whistle blower policy to report genuine concerns of
grievances. The Whistle Blower Policy is also available on the website
of the Company i.e. www.indialease.com.
17. Policy on Directors' Appointment and Remuneration and other
details
The company's policy on directors' appointment and any other matter
provided in Section 178(3) of the Act has been disclosed in the
corporate governance report, which forms part of the directors' report.
18. Related Party Transactions
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business.
Further, there was no transaction with related parties that may have
potential conflict with the interest of the company. Details of related
party transactions entered into by the company in the ordinary course
of business and at arm's length price are included in the notes forming
part of the Financial Statements. Refer Note No. 35(7).
All Related Party Transactions are placed before the Audit Committee as
also to the Board for approval.
The Policy on Related Party Transactions, as approved by the Board of
Directors, has been uploaded on the website of the Company. None of the
Directors has any pecuniary relationship or transactions vis-Ã -vis the
Company.
19. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act,2013 and
the Rules made there under the current auditors of the company M/s
S.N.Dhawan & Co, Chartered Accountants (Firm Regd No.000050N) are
eligible to hold office for the second consecutive year( in the term of
three consecutive years approved at the Annual General Meeting held on
September 18,2014) and as such, are recommended for reappointment to
audit the accounts of the company for the financial year ending
2015-16. As required under the provisions of Section 139 of the
Companies Act,2013, the company has obtained written confirmation from
M/s S.N. Dhawan & Co, Chartered Accountants that their appointment, if
made, would be in conformity within the limits specified in the said
section.
The members are requested to appoint M/s. S.N. Dhawan & Co, Chartered
Accountants, as auditors for the year ending 2015-16 and to fix their
remuneration.
20. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the company has appointed M/s Anjali Yadav
& Associates, a firm of Company Secretaries in Practice (FCS No.6628 &
CP No.7257) to undertake the Secretarial Audit of the company. The
Secretarial Audit Report is included as Annexure-D in Form No. MR-3 and
forms an integral Part of this Report. There is no secretarial audit
qualification for the year under review.
21. Internal Auditor & Internal Control
The internal audit has been entrusted to Mr. S.K. Aggarwal, a Chartered
Accountant.
The company has in place adequate internal financial controls with
reference to the financial statement and is in commensurate with its
size, scale and complexities of its operations.
The Audit Committee periodically reviews the internal control systems
with the management, internal auditors and statutory auditors and the
adequacy of internal audit function, significant internal audit
findings and follow ups thereon. As required under the provisions of
Section 138 of the Companies Act, 2013, the company has obtained
written confirmation from Sh. S.K. Aggarwal, Chartered Accountant,
internal auditor, for his consecutive reappointment as internal auditor
for the financial year ending 2015-16
22. Risk Management
The Board of directors has formed a risk management committee to frame,
implement and monitor the risk management plan for the company. The
committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls.
The development and implementation of risk management policy has been
covered in the management discussions and analysis, which forms part of
this report.
23. Board Committee
The Board has the following committees:-
(i) Audit Committee
The audit committee of the Board of the Directors comprises of three
(3) directors namely Sh. Rajiv Gupta, Sh. Arun Mitter, Sh. Sharad
Aggarwal. Sh. Arun Mitter and Sh. Sharad Aggarwal are independent
directors. Sh. Arun Mitter is the Chairperson of the Audit Committee.
The Board accepts recommendations of the Audit Committee whenever made
by the committee.
(ii) Nomination & Remuneration Committee
Nomination & Remuneration Committee comprises of four(4) directors
namely, Sh. Rajiv Gupta, Sh. Arun Mitter, Sh. Sharad Aggarwal, and Mrs.
Sumana Verma. Out of four Directors, two directors are Independent
Directors namely Sh. Arun Mitter and Sh. Sharad Aggarwal. Sh. Arun
Mitter is the Chairman of the Remuneration & Nomination Committee.
The Board accepts recommendations of the Committee in the matter of
appointment/reappointments of the Directors, Senior Managers and
fixation of remuneration etc.
(iii) Stakeholders Relationship Committee
Stakeholders Relationship Committee comprised of three (3) Directors,
namely Sh. Rajiv Gupta, Sh. Arun Mitter and Sh. M.K.Madan. Sh. M.K.
Madan ceased to be director on April 9, 2015. Out of two Directors, one
director is Independent Director. Sh. Arun Mitter, Independent
Director, is the Chairman of Stakeholders Relationship Committee.
The Committee looks into and resolve the grievances of the
stakeholders.
(iv) Risk Management Committee
Risk Management Committee comprises of two(2) Directors, namely, Sh.
Arun Mitter and Sh. Sharad Aggarwal, both independent directors. Sh.
Arun Mitter, Independent Director, is the Chairman of the Risk
Management Committee.
24. CEO/CFO Certification
The CEO and the CFO of the company have certified to the Board with
regard to the compliance made by them in terms of Clause 49(V) of the
Listing Agreement.
25. Unpaid/Unclaimed Dividend- Investors Education and Protection
Fund(IEPF)
In view of compliance of Section 205C of the Companies Act,1956 read
with Investors Education and Protection Fund(Awareness and Protection
of the Investors)Rules,2003, the dividend which remained unclaimed and
unpaid , if any, for a period of seven years from the date they became
due for payment has been transferred to the above Fund.
26. Particulars of Employees
There are no employees in receipt of remuneration which, inter-alia,
requires the company to furnish the particulars of employees as
required under section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules,2014.
27. Listing of Shares
The shares of the company are listed on the BSE Limited(BSE) The
Listing fee for the year 2015-16 has already been paid to the credit of
the stock exchange.
28. Dematerialization
Members who have not yet got their shares dematerialized, are requested
to opt for the same in their own interest and send their certificate
through Depository Participants(s) with whom, they have dematerialized
account, to the Company's Registrar and Transfer Agents, M/s Alankit
Assignments Limited, 1E/13, Alankit Height, Jhandewalan Extension, New
Delhi-110055.
Further The Securities and Exchange Board of India(SEBI) has mandated
the submission of Permanent Account Number(PAN) by every participant in
securities market. Members holding shares in electronic form are,
therefore, requested to submit the PAN to their Depository Participant
with whom they are maintaining their Demat Accounts. Members holding
shares in physical form can submit their PAN details to the company.
29. Compliance of the Statutory Authorities
The Company has complied with the requirements of the Stock Exchange,
SEBI and Other statutory authorities on all matters relating to the
capital market during the last three years. No penalties or strictures
have been imposed on the company by the Stock Exchange or SEBI or any
other statutory authorities relating to the above.
30. Code of Conduct for Directors and Senior Management
The Board of Directors of the Company has adopted a Code of Conduct for
Directors and Senior Management and the same is available on the
website of the Company i.e. www.indialease.com.
31. Insider Trading Code
The Board of Directors in their meeting held on May 14, 2015 has
adopted a Code of Conduct under SEBI (Prohibition of Insider Trading)
Regulations,2015 superseding the 1992 Code. The code is applicable to
all designated and connected persons of the company and their immediate
relatives, promoters, promoter group, all directors who are expected to
have access to unpublished price sensitive information relating to the
company. The company has appointed Mr. Rohit Madan, Manager & Company
Secretary, as Compliance Officer under the said regulations.
32. E-mail ID for Investor's Grievances
In compliance of sub clause (f) to the Clause 47 of the Listing
Agreement, the company has designated an e-mail address i.e.
[email protected] for the purpose of registering complaints
by investors for redressal of their grievances.
33. Nomination Facility
In case, any of the members wish to avail facility of Nomination
Form(Form SH-13) alongwith instructions, they are requested to send the
duly completed form to the Registrars of the Company and/or at the
Registered Office of the Company.
34. Consolidation of folios
Members who may have more than one folio in their individual name or
jointly with other persons mentioned in the same order, are requested
to write to the Registrars and Share Transfer Agents indicating the
folio numbers for consolidation of similar holdings under one folio.
35. Public Deposits
The company has not taken or invited any fixed deposits from the public
during the year under review within the meaning of Section 73 of the
Companies Act, 2013 or rules made thereunder. Accordingly, there are no
unclaimed deposits.
36. Conservation of energy, Technology, Absorption and Foreign
Exchange earnings/Outgo
In terms of the requirements of clause (m) of sub section(3) of Section
134 of the Companies Act,2013, read with the Companies(Accounts)Rules,
2014, the particulars are given as under:- a) Technology - It is not
applicable b) Conservation of Energy -do-
The Company had no earnings in foreign exchange.
37. Acknowledgements
Directors place on record their thanks for the assistance and
cooperation received from Banks and all other customers for their
continued support and patronage.
Yours Directors also wish to place on record the dedicated and devoted
services rendered by all personnel of the Company.
By order of the Board
For India Lease Development Limited
Rajiv Gupta
Place: New Delhi Chairman
Dated: August 13, 2015 DIN:00022964
Mar 31, 2013
TO THE MEMBERS
The Directors present the Twenty Eighth (28th) Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended March 31, 2013.
FINANCIAL RESULTS
The Financial Results of the Company for the year ended March 31, 2013
are summarised below for your consideration:-
Particulars Year ended Year ended
March 31, 2013 March 31, 2012
Proft / (Loss) before taxation,
interest, depreciation and provisions (29.91) (19.15)
Depreciation including impairment (1.26) (2.72)
Proft / (Loss) before provision for
non performing assets & tax (31.17) (21.87)
Provision for non performing
assets written back 1.59 181.37
Proft / Loss for the year (29.58) 159.50
Proft / Loss brought forward (2039.68) (2167.28)
Accumulated Losses brought forward
from MGF Services Limited
Total Proft / Loss (2069.26) (2007.78)
Appropriations
Transferred to Statutory Reserves
u/s 45-1C of the RBI Act, 1934 (31.90)
Balance carried forward to Balance Sheet (2069.26) (2039.68)
REVIEW OF OPERATIONS
The company is focusing its attention in recovery of the dues from the
customers. The management is confdent that with the maximum recovery,
the funds generated will be deployed to earn better yield on
investments.
DIVIDEND
In view of accumulated losses, the Board has not recommended any
dividend for the year under review.
COMPANY''S CATEGORY
The company continues to hold the certifcate issued by Reserve Bank of
India in Category "B" as Non Accepting Deposits Non Banking Finance
Company.
COMPLIANCE OF CLAUSE 31(a) OF THE LISTING AGREEMENT.
In terms of clause 31(a) of the listing agreement. Form ''A'' duly signed
by the Director & CEO, CFO, Chairman Audit Committee & Statutory
Auditor of the Co. would be fled with the Stock Exchange alongwith the
copy of annual reports.
AUDITORS'' REPORT
Auditors'' Observations-FORM A
(i) Emphasis of matter in the Independent Audit Report.
The Company has discontinued fresh hire purchase/ leasing business. The
management is of the view that the realization of the assets will be
suffcient to pay off its entire liabilities. In view of the above the
fnancial statements have been prepared on the assumption that the
Company will continue as a going concern.
Management Comments
It has been suitably explained in Note-21 of Notes on Accounts
(ii) Non Compliance of Prudential Norms
There is non compliance of the provisions of Non Banking Financial
Companies Prudential Norms (Reserve Bank) Directions, 1998 with regard
to maintenance of Credit Concentration/ Investments Norms in respect of
lending to one of the company where these are exceeding the limits.
Management Comments
Although the net worth is positive but on account of accumulated losses
this has a consequencial effect. There is non -compliance of the
provision of Non Banking Financial Companies Prudential Norms (Resurve
Bank) Directions, 1998.
REPORT ON CORPORATE GOVERNANCE
A detailed report on Corporate Governance together with Management
Discussions and Analysis Report has been included separately in
Annexure ''A'' and ''B'' respectively which forms part of the Director''s
Report.
DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA)
OF THE COMPANIES ACT,1956.
The Directors confrm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures from
the applicable accounting standards;
ii) 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
for the company as at the end of fnancial year ended March 31, 2013 and
of the Loss of the Company for that period;
iii) The Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
iv) The statement of accounts for the year ended March 31,2013 have
been prepared on a Going Concern Basis.
DIRECTORS
In accordance with the requirements of Section 256 of the Companies
Act, 1956 and the Articles of Association of your company, Shri Raiv
Gupta, Director and Shri Arun Mitter, Director retire by rotation and
being eligible, offer themselves for re-appointment.
PARTICULARS OF EMPLOYEES
There are no employees in receipt of remuneration which, inter-alia,
requires the company to furnish the particulars of employees as
required by Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees), Rules, 1975.
DEMATERIALISATION
Members who have not yet got their shares dematerialized, are requested
to opt for the same in their own interest and send their certifcate
through Depository Participants(s) with whom, they have dematerialized
account, to the Company''s Registrar and Transfer Agents, M/s Alankit
Assignments Limited, 2E/21, Alankit House, Jhandewalan Extension, New
Delhi-110055.
Further The Securities and Exchange Board of India(SEBI) has mandated
the submission of Permanent Account Number(PAN) by every participant in
securities market. Members holding shares in electronic form are,
therefore, requested to submit the PAN to their Depository Participants
with whom they are maintaining their Demat Accounts. Members holding
shares in physical form can submit their PAN details to the company.
AUDITORS
M/s S.N. Dhawan & Co., Chartered Accountants, Statutory Auditors,
retire and are eligible for re-appointment. A certifcate under Section
224(1B) of the Companies Act, 1956, has been obtained.
SECRETARIAL AUDIT
Secretarial audit for the year 2012-2013 was carried out by, Practicing
Company Secretary. The said secretarial unqualifed audit report forms
part of this Annual Report.
The secretarial audit report confrms that the company has complied with
all the applicable provisions of the Companies Act, 1956, Depositories
Act, 1956, Listing Agreements with the Stock Exchanges, Securities
Contracts(Regulations) Act, 1956 and all the regulations of SEBI as
applicable to the company, including the Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 and the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations 1992.
COMPLIANCE BY THE COMPANY
The company has complied with the requirements of the Stock Exchange,
SEBI and other statutory authorities on all matters relating to the
capital markets during the last three years. No penalties or strictures
have been imposed on the company by the Stock Exchange, SEBI or any
other statutory authorities relating to the above.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors of the Company has adopted a Code of Conduct for
Directors and Senior Management and the same is available on the
website of the Company i.e. www.indialease.com
E-mail ID FOR INVESTOR''S GRIEVANCES
In compliance of sub clause (f) to the Clause 47 of the Listing
Agreement, the company has designated an e-mail address i.e.
[email protected] of the grievance redressal
division/compliance offer exclusively for the purpose of registering
complaints by Investors.
NOMINATION FACILITY
In case, any of the members wish to avail facility of Nomination, Form
(Form 2B) alongwith instructions, they are requested to send the duly
completed form to the Registrars of the Company and/or at the
Registered Offce of the Company.
CEO/CFO CERTIFICATION
The CEO and the CFO of the Company have certifed to the Board with
regard to the compliance made by them in terms of Clause 49(V) of the
Listing Agreement.
CONSOLIDATION OF FOLIOS AND AVOIDANCE OF MULTIPLE MAILING
Members who may have more than one folio in their individual name or
jointly with other persons mentioned in the same order, are requested
to write to the Registrars and Share Transfer Agents indicating the
folio numbers for consolidation of similar holdings under one folio.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/ OUTGO.
In terms of the requirements of Clause (e) of sub section (1) of
Section 217 of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, the particulars are given as under:- a) Technology Being a fnance
company, the same is not applicable b) Conservation of Energy -do- c)
Transactions in Foreign Currency -do- 31.03.13 31.03.12
a) Expenditure in Foreign Currency - - i) Repayment of Foreign Currency
Loan - - ii) Interest on Foreign Currency Loan - - iii) Travelling
Expenses - -
b) Shares held by Non Resident
Shareholders 9301 9123
No. of Shareholders 14 13
ACKNOWLEDGEMENTS
Directors place on record their thanks for the assistance and
co-operation received from Banks and all other customers for their
continued support and patronage.
Your Directors also wish to place on record the dedicated and devoted
services rendered by all personnel of the Company.
By Order of the Board of Directors
For India Lease Development Limited
Place : New Delhi Rajiv Gupta
Date : May 30, 2013 Chairman
Mar 31, 2010
The Directors present the Twenty Fifth (25th) Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended 31st March, 2010.
FINANCIAL RESULTS
The Financial Results of the Company for the year ended 31st March,
2010 are summarised below for your consideration:-
(Rs. In Lacs)
Year ended Year ended
31st March, 2010 31stt March, 2009
Profit/ (Loss) before
taxation, interest,
depreciation and
provisions (67.56) 68.02
Interest (0.47) (22.17)
Depreciation including
Impairment (21.53) (32.49)
Profit / (Loss) before
provision for no
performing assets & tax (89.56) 13.36
Provision for non
performing assets
written back 92.31 67.47
Fringe benefit tax - (2.88)
Transferred to Statutory
Reserves u/s 45I(C)
of the RBI Act, 1934 (0.55) (15.59)
Net Profit 2.20 62.36
Balance b/fd from
last year (2328.99) (2391.35)
Balance c/fd to
Balance Sheet (2326.79) 2328.99
REVIEW OF OPERATIONS
The companys main thrust is to consolidate its existing operations and
in doing so it is concentrating in recovery of dues from the customers.
It is a Debt Free Company. The management is confident that with the
maximum recovery, the funds generated will be deployed to earn better
yield on investments.
DIVIDEND
In view of accumulated losses, your directors have not recommended any
dividend for the year under review.
DEPOSITS AND CHANGE OF CATEGORY
There are no outstanding liability towards public deposits. Reserve
Bank of India vide its certificate dated 2nd July, 2010 have confirmed
the change of category from ÃAÃ i.e. Deposit Accepting Non Banking
Finance Company to category ÃBÃ i.e. Non Accepting Deposits Non Banking
Finance Company.
AUDITORS REPORT
INFORMATION AND EXPLANATIONS/OBSERVATIONS IN THE AUDITORS REPORT. A.
OBSERVATIONS IN THE MAIN AUDITORS REPORT AND MANAGEMENT COMMENTS
THEREOF. Auditors Observations
a) Para 2 -On a Going Concern Basis
It has been suitably explained in para 2 of Schedule-14 Notes on
Accounts.
Para 3(a)
Accounting of Overdue Charges on Hire-Purchase/ Lease Receivables and
Bill Discounted, Loans against hypothecation respectively,are accounted
for on realisation basis, in view of significant uncertainties instead
of on accrual basis.
In accordance with para 8(c) of accounting policy, overdues are
consistently accounted for only on realisation basis.
b) Para 3(b)-Non Compliance of Prudential Norms
In view of negative net worth, this has a consequential effect which,
inter-alia, means non compliance of the provisions of RBIs prudential
norms as regards maintenance of Credit Adequacy Ratio (CAR), Credit/
Investments, etc
Observations in Annexure referred in paragraph 1 of the Auditor Report
(CARO)
c) Para (i)(a) & (b)-Quantitative details of assets on lease
The management has since carried out physical verification of assets on
lease. Confirmation from some lessees has been received.
d) Para 8 of Schedule 14- Notes to Accounts
Where the balances debit/credit are appearing, the same in the ordinary
course of business, are at least equal to the amount at which they are
stated and as such, no further comments are required.
In terms of RBI Directions, the Auditors have submitted a separate
report to the Board of Directors. As the observations on account of
negative net worth are general in nature viz, non meeting the
requirement of capital adequacy and concentration of
credit/investments, the same have been suitably explained hereinabove
and have not been responded to separately.
REPORT ON CORPORATE GOVERNANCE
A detailed report on Corporate Governance together with Management
Discussions and Analysis Report has been included separately in
Annexure A and B respectively which forms part of the Directors
Report.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA)
OF THE COMPANIES ACT,1956.
The Directors confirm that:
i) In the preparation of the annual accounts, the applicable Accounting
Standards have been followed and there are no material departures from
the applicable Accounting Standards;
ii) 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
for the company as at the end of financial year ended 31st March,2010
and of the Profit of the Company for that period;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
iv) The statement of accounts for the year ended 31st March,2010 have
been prepared on a Going Concern Basis.
DIRECTORS
In accordance with the requirements of Section 256 of the Companies
Act, 1956 and the Articles of Association of your company, Shri Sharad
Aggarwal, Director and Shri M.K.Madan, Director retire by rotation and
being eligible, offer themselves for re-appointment
PARTICULARS OF EMPLOYEES
There are no employees in receipt of remuneration which, inter-alia,
requires the company to furnish the particulars of employees as
required by Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees), Rules, 1975.
DEMATERIALISATION
Members who have not yet got their shares dematerialized, are requested
to opt for the same in their own interest and send their certificate
through Depository Participants(s) with whom, they have dematerialized
account, to the Companys Registrar and Transfer Agents, M/s Alankit
Assignments Limited, 2E/21, Alankit House, Jhandewalan Extension, New
Delhi-110055.
Further The Securities and Exchange Board of India(SEBI) has mandated
the submission of Permanent Account Number(PAN) by every participant in
securities market. Members holding shares in electronic form are,
therefore, requested to submit the PAN to their Depository Participants
with whom they are maintaining their Demat Accounts. Members holding
shares in physical form can submit their PAN details to the company.
AMALGAMATION
Your Board has accorded its approval subject to its sanction u/s 391 to
394 of Companies Act, 1956 by the Honble High Court of Delhi to the
proposed scheme of amalgamation of MGF Services Limited with your
company. The necessary application to the appropriate authorities in
this regard, is being moved. Further Reserve Bank of India and Stock
Exchange, Mumbai have given the inprinciple approval to the above
proposed scheme of amalgamation.
AUDITORS
M/s S.N. Dhawan & Co., Chartered Accountants, Statutory Auditors,
retire and are eligible for re-appointment. A certificate under Section
224(1B) of the Companies Act, 1956, has been obtained.
SECRETARIAL AUDIT
In compliance of SEBI guidelines, Secretarial Audit is being carried
out at the specified period. There were no adverse remarks in the
Secretarial Audit Report. Secretarial Audit Report submitted by
Practising Company Secretary is annexed separately.
COMPLIANCE BY THE COMPANY
The Company has complied with the requirements of the Stock Exchange,
SEBI and other statutory authorities on all matters relating to the
capital markets during the last three years. No penalties or strictures
have been imposed on the company by the Stock Exchange, SEBI or any
other statutory authorities relating to the above.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors of the Company has adopted a Code of Conduct for
Directors and Senior Management and the same is available on the
website of the Company i.e. www.indialease.com
E-mail ID FOR INVESTORS GRIEVANCES
In compliance of sub clause (f) to the Clause 47 of the Listing
Agreement, the company has designated an e-mail address i.e.
[email protected] of the grievance redressal
division/compliance offer exclusively for the purpose of registering
complaints by Investors.
NOMINATION FACILITY
In case, any of the members wish to avail facility of Nomination, Form
(Form 2B) alongwith instructions, they are requested to send the duly
completed form to the Registrars of the Company and/or at the
Registered Office of the Company.
CEO/CFO CERTIFICATION
The CEO and the CFO of the Company have certified to the Board with
regard to the compliance made by them in terms of Clause 49(V) of the
Listing Agreement.
CONSOLIDATION OF FOLIOS AND AVOIDANCE OF MULTIPLE MAILING
Members who may have more than one folio in their individual name or
jointly with other persons mentioned in the same order, are requested
to write to the Registrars and Share Transfer Agents indicating the
folio numbers for consolidation of similar holdings under one folio.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/ OUTGO.
In terms of the requirements of Clause (e) of sub section (1) of
Section 217 of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, the particulars are given as under:-
a) Technology Being a finance company, the same is not applicable
b) Conservation of Energy -do-
c) Transactions in Foreign
Currency
31.03.10 31.03.09
a) Expenditure in Foreign
Currency - -
I) Repayment of Foreign Currency Loan - -
ii) Interest on Foreign Currency Loan - -
iii) Travelling Expenses _ -
b) Shares held by Non Resident
Shareholders 7100 4901
No. of Shareholders 12 12
ACKNOWLEDGEMENTS
Directors place on record their thanks for the assistance and
cooperation received from Banks and all other customers for their
continued support and patronage.
Yours Directors also wish to place on record the dedicated and devoted
services rendered by all personnel of the Company.
By Order of the Board of Directors
For India Lease Development Limited
Place : New Delhi Rajiv Gupta
Date : August 19,2010 Chairman