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Directors Report of Mudit Finlease Ltd.

Mar 31, 2015

To The Members,

The directors take pleasure in presenting the Twenty Seventh Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS (Rs. in Lacs)

2014-15 2013-14

Profit/(Loss) before Interest, Depreciation and Taxes 162.90 80.12

Less: Interest 32.81 3.98

Profit/(Loss) before Depreciation, NPA's and Taxes 130.09 76.14

Less: Depreciation 36.41 26.83

Profit/(Loss) before Taxation 93.68 49.31

Less: Provision for Income Tax

Current Tax 17.98 7.07

Deferred Tax 2.08 3.88

MAT Credit 0.16 (7.04)

Profit/(Loss) after Taxation 73.46 45.40

CLOSING BALANCE 199.29 102.01

DIVIDEND

It is endeavor of your Company to make optimum use of its funds for ongoing setup, Expansion and Working Capital requirements. Keeping in mind the aforesaid factors your Directors have decided not to recommend any Dividend for the year ended 31st March 2015.

CURRENT YEAR WORKING

During the year your Company registered a total revenue of Rs. 2745.98 Lacs compared to previous year's revenue of Rs. 2385.22 Lacs.

Depreciation for the year was Rs. 36.41 Lacs (Previous year Rs. 26.83 Lacs). The provision for taxation during the year was Rs. 20.22 Lacs. Profit before tax was Rs. 93.68 Lacs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pavel Garg (DIN-00085167) and Mr. Y. Hari Shankar (DIN-02015385), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received declarations made by all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and other applicable provisions.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

CORPORATE GOVERNANCE

Your Company has been practising the principles of sound corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

A report on Corporate Governance and Management Discussion and Analysis along with a certificate from the Auditors of the Company regarding the compliance of Corporate Governance as per clause 49 of the Listing Agreement is annexed to and forms part of this report.

AUDITORS

M/s. G. K. Kedia & Co., Chartered Accountants, New Delhi retires at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

DELISTING OF SECURITIES OF THE COMPANY FROM DELHI STOCK EXCHANGE LIMITED

The Board proposed delisting of securities of our Company from Delhi Stock Exchange Ltd.

SECRETARIAL AUDITORS

The Board has appointed M/s. Vikas Kumar Sharma, Practising Company Secretaries, New Delhi (CP No. 12303), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) All the applicable accounting standards alongwith proper explanation relating to material departures had been followed in the preparation of the annual accounts:

b) 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 Statement of Profit and Loss of the Company for the said period:

c) 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:

d) The Directors have prepared the Annual Accounts on a going concern basis:

e) 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 f) 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.

FIXED DEPOSITS

Your Company does not accept fixed deposits from public and to this effect an undertaking is given to the Reserve Bank of India.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure II to this Report.

PARTICULARS OF EMPLOYEES

As on 31st March, 2015, none of the employees were in receipt of remuneration in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Since the Company is in Finance Sector and does not do any manufacturing activity, the information required to be disclosed under the Companies Act, 2013, particulars regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

There has been no foreign exchange earnings and outflow during the year under report.

E-VOTING

The Company will provide 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. The instructions for e-Voting will be provided in the Notice.

ACKNOWLEDGEMENT

Your Directors acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers, shareholders and esteemed customers and look forward to their continued support in the future. The Board of Directors also express their sincere gratitude for the devoted services rendered by the Bankers, staff and executives.

For and on behalf of the Board

Place: New Delhi PAVEL GARG

Dated: 29th May, 2015 Managing Director


Mar 31, 2014

Dear Members,

The directors take pleasure in presenting the Twenty Sixth Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Laos)

PARTICULARS CURRENT YEAR PREVIOUS YEAR (2013-2014) (2012-2013)

Total Revenue 2355.22 4306.03

Profit before Depreciation 50.12 67.64 and Finance Charges

Less: Depreciation 26.53 29.61

Finance Charges 3.98 (30.81) 41.73 (71.34)

Profit, Loss before TaxAdd: Profit 49.31 (3.70) b/f from Previous Year

APPROPRIATIONS BALANCE AVAILABLE FOR 120.66 54.55

Provision for Taxation 3.91 4.45

Proposed Dividend 20.36 NIL

Dividend Distribution Tax 3.46 NIL

Balance Carried Forward 92.93 80.43

DIVIDEND

Your Directors are pleased to recommend a Dividend of Re. 0.40 per share on the Paid up Equity Share Capital of the Company in respect of the financial year 2013-14. The total outgo on account of dividend, inclusive of dividend distribution tax stands at Rs. 23.52 lakhs, for which necessary provision has been made in the accounts.

CURRENT YEAR WORKING

During the year your Company registered a total revenue of Rs. 2355.22 Laos compared to previous year''s revenue of Rs. 4306.03 Laos.

Depreciation for the year was Rs. 26.53 Laos (Previous year Rs. 29.61 Laos). The provision for taxation during the year was Rs. 3.91 Laos. Profit before tax was Rs. 49.31 Laos.

The Net Worth of the Company as at 31st March, 2014 stood at Rs. 611.10 Laos as against Rs. 559.52 Laos on 31st March, 2013.

DIRECTORS

Smt. Poonam Garg, Non Executive Promoter Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment as a Director of the Company.

Sh. Sushil Chandra Mehrotra, Non Executive Independent Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as a Director of the Company.

In terms of the requirement of the Companies Act, 2013 read with the revised Clause 49 of the Listing Agreement which will come into force from 01st October, 2014, the Independent Directors of the Company, namely, Shri S. C. Mittal, Shri Y Hari Shankar and Shri S. C. Mehrotra, will be appointed for a term upto 5-years w.e.f. 01st October, 2014 once the approval of the shareholders at this meeting is obtained. Your Directors recommend approval of their appointment.

None of the Directors of the Company is disqualified from being appointed as a Director as specified under Section 274 of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company has been practising the principles of sound corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

A report on Corporate Governance and Management Discussion and Analysis along with a certificate from the Auditors of the Company regarding the compliance of Corporate Governance as per clause 49 of the Listing Agreement is annexed to and forms part of this report.

AUDITORS

M/s. G. K. Kedia & Co., Chartered Accountants, New Delhi retires at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors of your Company give hereunder the Directors'' Responsibility Statement relating to the accounts of the Company.

a) All the applicable accounting standards have been followed in the preparation of the accompanying accounts.

b) 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 on 31st March 2014 and of the Statement of Profit and Loss of the Company for the said period.

c) 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; and

d) The Directors have prepared the Annual Accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review within the meaning of Section 55A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

As on 31st March, 2014, none of the employees were in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1975 as amended.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Since the Company is in Finance Sector and does not do any manufacturing activity, the information required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1955, particulars regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

There has been no foreign exchange earnings and outflow during the year under report.

E-VOTING

The Company will provide 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 105 of The Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-Voting will be provided in the Notice.

ACKNOWLEDGEMENT

Your Directors acknowledge with deep sense of appreciation the encouragement, support and co-operation received by the Company from its Bankers, shareholders and esteemed customers and look forward to their continued support in the future. The Board of Directors also express their sincere gratitude for the devoted services rendered by the Bankers, staff and executives.

For and on behalf of the Board

Place: New Delhi PAVEL GARG S. C. MITTAL Dated: 29th May, 2014 Managing Director Director


Mar 31, 2013

To the Members,

The directors take pleasure in presenting the Twenty Fifth Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR (2012-2013) (2011-2012)

Total Revenue 4306.03 3995.14

Profit before Depreciation and Finance Charges 67.64 44.17

Less: Depreciation 29.61 31.61

Finance Charges 41.73 (71.34) 4 4.93 ( 76.54)

Profit/ Loss before Tax

Add: Profit b/f from Previous Year (3.70) (32.37)

APPROPRIATIONS BALANCE AVAILABLE FOR 84.88 93.86

Provision for Taxation 4.45 5.27

Proposed Dividend NIL NIL

Balance Carried Forward 80.43 88.59

DIVIDEND

It is endeavor of your Company to make optimum use of its funds for ongoing setup, Expansion and Working Capital requirements. Keeping in mind the aforesaid factors your Directors have decided not to recommend any Dividend for the year ended 31st March 2013.

CURRENT YEAR WORKING

During the year your Company registered a total revenue of Rs. 4306.03 Lacs compared to previous year''s revenue of Rs. 3995.14 Lacs.

Depreciation was lower at Rs. 29.61 Lacs (Previous year Rs. 31.61 Lacs). The provision for taxation during the year was Rs. 4.45 Lacs. Loss before tax was Rs. 3.70 Lacs.

The Net Worth of the Company as at 31st March, 2013 stood at Rs. 589.52 Lacs as against Rs. 597.68 Lacs on 31st March, 2012.

DIRECTORS

Shri Y Hari Shankar and Sh. Shrichand Mittal, Directors of the Company, being longest in the office retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors of the Company is disqualified from being appointed as a Director as specified under Section 274 of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company has been practising the principles of sound corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

A report on Corporate Governance and Management Discussion and Analysis along with a certificate from the Auditors of the Company regarding the compliance of Corporate Governance as per clause 49 of the Listing Agreement is annexed to and forms part of this report.

AUDITORS

M/s. G. K. Kedia & Co., Chartered Accountants, New Delhi retires at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors of your Company give hereunder the Directors'' Responsibility Statement relating to the accounts of the Company.

a) All the applicable accounting standards have been followed in the preparation of the accompanying accounts.

b) 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 on 31st March 2013 and of the Statement of Profit and Loss of the Company for the said period.

c) 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; and

d) The Directors have prepared the Annual Accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review within the meaning of Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

As on 31st March, 2013, none of the employees were in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1975 as amended.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Since the Company is in Finance Sector and does not do any manufacturing activity, the information required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars regarding Conservation of Energy and Technology Absorption not applicable to the Company.

There has been no foreign exchange earnings and outflow during the year under report.

ACKNOWLEDGEMENT

Your Directors acknowledge with deep sense of appreciation the encouragement, support and co- operation received by the Company from its Bankers, shareholders and esteemed customers and look forward to their continued support in the future. The Board of Directors also express their sincere gratitude the devoted services rendered by the Bankers, staff and executives.



For and on behalf of the Board

Place: New Delhi PAVEL GARG S. C. MITTAL

Dated: 29th May, 2013 Managing Director Director


Mar 31, 2012

The directors take pleasure in presenting the Twenty Fourth Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

(2011-2012) (2010-2011)

Total Revenue 3995.14 3842.96

Profit before Depreciation and Finance Charges 44.17 28.45

Less: Depreciation 31.61 0.36

Finance Charges 44.93 (76.54) 27.65 (28.01)

Profit/ Loss before Tax (32.37) 0.44

Add: Profit b/f from Previous Year

APPROPRIATIONS BALANCE AVAILABLE FOR 93.86 126.50

Provision for Taxation 5.27 0.27

Proposed Dividend NIL NIL

Balance Carried Forward 88.59 126.23

DIVIDEND

It is endeavor of your Company to make optimum use of its funds for ongoing setup, Expansion and Working Capital requirements. Keeping in mind the aforesaid factors your Directors have decided not to recommend any Dividend for the year ended 31st March 2012.

CURRENT YEAR WORKING

During the year your Company registered a total revenue of Rs. 3995.14 Lacs compared to previous year's revenue of Rs. 3842.96 Lacs.

Depreciation was higher at Rs. 31.61 Lacs (Previous year Rs. 0.36 Lac). The provision for taxation during the year was Rs. 5.27 Lacs. Loss before tax was Rs. 32.37 Lacs, which is mainly due to increase in depreciation of Rs. 31.61 Lacs.

The Net Worth of the Company as at 31st March, 2012 stood at Rs. 597.68 Lacs as against Rs. 635.32 Lacs on 31st March, 2011.

DIRECTORS

Shri Pavel Garg and Smt. Poonam Garg, Directors of the Company, being longest in the office retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

None of the Directors of the Company is disqualified from being appointed as a Director as specified under Section 274 of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company has been practising the principles of sound corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

A report on Corporate Governance and Management Discussion and Analysis along with a certificate from the Auditors of the Company regarding the compliance of Corporate Governance as per clause 49 of the Listing Agreement is annexed to and forms part of this report.

AUDITORS

M/s. G. K. Kedia & Co., Chartered Accountants, New Delhi retires at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors of your Company give hereunder the Directors' Responsibility Statement relating to the accounts of the Company.

a) All the applicable accounting standards have been followed in the preparation of the accompanying accounts.

b) 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 on 31st March 2012 and of the Statement of Profit and Loss of the Company for the said period.

c) 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; and

d) The Directors have prepared the Annual Accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review within the meaning of Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

As on 31st March, 2012, none of the employees were in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Since the Company is in Finance Sector and does not do any manufacturing activity, the information required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars regarding Conservation of Energy and Technology Absorption in the are not applicable to the Company.

There has been no foreign exchange earnings and outflow during the year under report.

ACKNOWLEDGEMENT

Your Directors acknowledge with deep sense of appreciation the encouragement, support and co- operation received by the Company from its Bankers, shareholders and esteemed customers and look forward to their continued support in the future. The Board of Directors also express their sincere gratitude the devoted services rendered by the Bankers, staff and executives.

For and on behalf of the Board

Place: New Delhi PAVEL GARG S. C. MITTAL

Dated: 15th May, 2012 Managing Director Director

 
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