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Directors Report of Satkar Finlease Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 20thAnnual Report of the Company together with the Audited Financial Statements for the financial year ended on March 31,2015.

1. FINANCIAL HIGHLIGHTS

The summarized performance of the Company for the years 2014-15 and 2013-2014 is given below:

Particulars Year ended Year ended March 31, 2015 March 31,2014

Revenue from Operations 7,810,640.00 7,436,065.00

Add: Other Income 9,132.00 -

Total Income 7,819,772.00 7,436,065.00

Total Expenses 5,539,577.00 5,485,238.00

Profit / (Loss) before tax 2,280,195.00 1,950,827.00

Profit/(Loss) after Tax 1,575,615.00 1,361,206.00

2. FINANCIAL PERFORMANCE

During the year under review, the Company's income is Rs. 7,819,772/- as against income of Rs. 7,436,065/- in 2013-14.

3. RESERVES & SURPLUS

The Reserves and Surplus is Rs. 1846.60 Lacs as on the end of the Current year and the Profit of the Current year Rs. 15.76 Lacs has been transferred to Reserve and Surplus.

4. DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the financial year 2014-15.

5. SHARE CAPITAL

The paid-up Share Capital as on March 31,2015 was Rs. 190,440,000/- (consisting 1,90,44,000 Shares of 10 Each)./-

6. CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement to be entered into with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

10. RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion as per Sec 134 of Companies Act, 2013.

Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

11. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees 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 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION 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

Sr. Name of Director/KMP Remuneration % increase in No. and Designation of Director/ Remuneration KMP for FY in FY 2014- 2014-15 (In Rs. 15** )

1. Mr. Rahul Tiwari, NIL N.A. Whole Time Director

Sr. Name of Director/KMP Ratio of Ratio of No. and Designation Remuneration of Remuneration Director to of Median Director to Remuneration of Median employees Remuneration of Employees

1. Mr. Rahul Tiwari, N.A. N.A. Whole Time Director

The number of permanent employees as on 31st March 2015 was 3.

Average of remuneration of employees excluding KMPs - Nil

No employee's remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.

Company's performance has been provided in the Directors' Report which forms part of the Board Report.

The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 -NOT APPLICABLE

12. DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

13. NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

14. STATE OF COMPANY AFFAIRS

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company

15. STATUTORY AUDITORS

In accordance with the provisions of the Companies Act, 2013, the Board of Directors of Your company has proposed the ratification for appointment of M/s. VINOD MADDESHIYA & ASSOCIATES, Chartered Accountants, (Firm Registration No. 18608C ), as Statutory Auditors of the Company for the financial year 2015-16.

16. FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014 -15 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company's policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.

17. AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

18. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT - 9 has been annexed to the Report, as Annexure - I.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3) (m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

21. DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review 2014-15, Mr. Athaar Hussain was appointed as an Additional Director and resignation of Mr. Manish Kumar Gupta w.e.f. 04/08/2015.

Resignation of Mr. Rahul Tiwari from the post of Whole Time director w.e.f. 20/07/2015.

Mr. Yatendra Singh, Company Secretary has been resigned from the Company w.e.f. 30/08/2014.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Six (06) Board Meetings were convened and held on the following dates:

29.05.2014, 30.08.2014, 03.09.2014, 17.10.2014, 12.11.2014 & 14.02.2015

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 177 of the Companies Act, 2013. The Composition of Committee mentioned below:

Name of Member Designation Category

Mr. Shashi Kumar Yadav Chairman Independent Director

Ms. Seema Das Member Independent Director

Mr. Manish Kumar Gupta* Member Non-Independent Non Executive Director

Mr. Athaar Hussain* Member Non-Independent Non Executive Director

*Resignation of Mr. Manish Kumar Gupta from the post of Director and appointment of Mr. Athaar Hussain as an Additional Director w.e.f. 04.08.2015.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Name of Member Designation Category

Mr. Shashi Kumar Yadav Chairman Independent Director

Ms. Seema Das Member Independent Director

Mr. Manish Kumar Gupta* Member Non-Independent Non Executive Director

Mr. Athaar Hussain* Member Non-Independent Non Executive Director

*Resignation of Mr. Manish Kumar Gupta from the post of Director and appointment of Mr. Athaar Hussain as an Additional Director w.e.f. 04.08.2015.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given below:

Name of Member Designation Category

Mr. Shashi Kumar yadav Chairman Independent Director

Ms. Seema Das Member Independent Director

Mr. Manish Kumar Gupta* Member Non-Independent Non Executive Director

Mr. Athaar Hussain* Member Non-Independent Non Executive Director

*Resignation of Mr. Manish Kumar Gupta from the post of Director and appointment of Mr. Athaar Hussain as an Additional Director w.e.f. 04.08.2015.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made there under. There was no complaint on sexual harassment during the year under review.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Preeti Sharma, Proprietor of M/s Preeti Sharma & Associates, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure II.

With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Company Secretary and Chief Financial Officer.

CORPORATE GOVERNANCE CERTIFICATE

As per Clause 52 of SME Listing Agreement for Listed Companies on BSE. A Certificate from Statutory Auditors of the Company on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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) 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 profit and loss of the company for that period;

(c) 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 fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment .The Board looks forward to their continued support and understanding in the years to come.

By Order of the Board For Satkar Finlease Limited

Sd/- Sd/- Place: Delhi Shashi Kumar Yadav Seema Das Date: 22.08.2015 Director Director Din: 06582497 Din: 06655676




Mar 31, 2014

Dear Member,

The Directors have pleasure in presenting the 19th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2014.

Financial Highlights

The performance of your Company has been satisfactory. The following table shows the operational results of the Company for the year 2013-14 as compared to that of the previous year.

(Amount in Rs.) 31.03.2014 30.03.2013

Revenue from Operations 7,436,065.00 6,112,912.00 Other Income - - Total Revenue 7,436,065.00 6,112,912.00

Expenditure 5,485,238.00 4,484,317.00

Profit before exceptional and extraordinary 1,950,827.00 1,628,595.00 items and tax

Profit after tax 1,361,206.00 1,125,359.00

Operations

Our Company is a non deposit taking, NBFC registered with the RBI, New Delhi vide Registration No.B-14.01661 Our Company has been in the business of providing financial services since inception.

Our Company is primarily focused in providing inter corporate loans, personal loans, loans against shares & securities, loans against properties, trade financing, bills discounting, trading in shares & securities and arbitrage business in stock and commodity market. Being an NBFC our Company has positioned itself between the organized banking sector and local money lenders, offering the customers competitive, flexible and timely lending services.

Dividend

To plough back the profits in to the business activities, no dividend is recommended this year.

Fixed Deposits

The Company has not accepted any fixed deposits during the year under review.

Board of Directors

Mr. Manish Kumar Gupta, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment. None of the Directors is disqualified under Section 274(1) (g) of the Companies Act, 1956 and Section 164 of the Companies Act, 2013.

As per the provisions of Section 149 of the Companies Act, 2013 ("Act") which has come into force with effect from 1 April, 2014, an Independent Director shall hold office on the Board of a company and is not liable to retire by rotation. Ms. Seema Das and Mr. Shashi Kumar Yadav has given a declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act. The matter regarding appointment of Ms. Seema Das and Mr. Shashi Kumar Yadav as Independent Directors was placed before the Board, which commends his appointment as an Independent Director. In the opinion of the Board, Ms. Seema Das and Mr. Shashi Kumar Yadav fulfill the conditions specified in the Act and the Rules made there under for appointment as Independent Director and he is independent of the management.

Personnel

None of the employees is in receipt of remuneration in excess of the limit laid down under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Directors'' Responsibility Statement

Pursuant to the requirement of Sub-Section 2AA of Section 217 of the Companies Act, 1956, your Directors confirm that:-

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(b) 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 your Company at the end of the financial year and of the profit of the Company for that year;

(c) taken proper and sufficient care for the maintenance of adequate accounting records accordance with the provisions of the Companies Act,1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) Prepared the Annual Accounts on a going concern basis.

Reconciliation of Share Capital Audit

As directed by Securities and Exchange Board of India (SEBI), Reconciliation of Share capital Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The findings of the Audit have been satisfactory.

Dematerialization of shares

As at March 31st 2014, 84.10% of equity shares of Satkar Finlease Limited have been demateralised by shareholders through National Securities Depository Limited and Central Depository Services (India) Limited.

Statutory Auditors

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of auditor firms, and based on the recommendation of the Audit Committee, the Board has at its meeting recommended the appointment of M/s. Vinod Maddeshiya & Associates, Chartered Accountants, FRN 18608C in place of M/s. ASHOK R GUPTA & COMPANY, Chartered Accountants, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

M/s. Vinod Maddeshiya & Associates, Chartered Accountants, FRN 18608C have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly the appointment of M/s. Vinod Maddeshiya & Associates, Chartered Accountants, FRN 18608C, as the Statutory Auditors is being proposed as an Ordinary Resolution.

The Company has received a Certificate from the statutory auditors to the effect that their re- appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of the Institute of Chartered Accountants of India.

Conversion from Private Limited to Public Limited

We are pleased to inform you that the status of our Company converted from private limited to public limited w.e.f May 21, 2013. Further, the name of the Company changed from M/s. SATKAR FINLEASE PRIVATE LIMITED to M/s SATKAR FINLEASE LIMITED.

Corporate Governance

The report on Corporate Governance as per Clause 52 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. Certificate from the Statutory Auditors of the Company, M/s Ashok R Gupta & Co. (FRN: 019335N), Chartered Accountants confirming the compliance with Corporate Governance is attached to this report.

Shifting of Registered Office of the Company

During the year, your Company shifted their Registered Office from B - 36, IInd Floor Flat No 197 Chander Vihar, Patparganj, Delhi - 110092 to 829, Laxmideep Building, 8th Floor, District Centre, Next To V3s Mall, Laxmi Nagar, Delhi - 110092 effective from July 20, 2013.

Alteration in Memorandum of Association

During the Year under review alteration in Memorandum of Article of Association of the Company:

1. The other object clause of the company altered with effect from May 02, 2013.

2. The Authorized Share Capital of the Company was increased from Rs. 3,25,00,000/- (Rupees Three crores Twenty Five Lac) to Rs. 18,25,00,000/-(Eighteen Crores Twenty Five Lac Only) each by creation of additional 15,00,00,000 (Fifteen Crores) Equity shares of Rs. 1 each with effect from June 12, 2013

3. 182,500,000 (Eighteen Crore Twenty Five Lacs) equity shares of Rs.1/- (Rupees One) each of the company consolidated into 18,250,000 (One Crore Eighty Two Lacs Fifty Thousand) equity shares of Rs.10/- (Rupees ten) each effective from July 08, 2013.

4. Further the authorized share capital was increased from Rs. 1,82,500,000 (Rupees Eighteen Crore Twenty Five Lacs) to Rs. 200,000,000 (Rs. Twenty Crore) by creation of additional 17,50,000 (Seventeen Lacs Fifty Thousand) Equity shares of Rs. 10 each with effect from w.e.f. 07/08/2013

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in accordance with the provision of Section 217(I)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 being not relevant / significant, are not given. There were no foreign exchange earnings or outgo during the year under review.

Management Discussion and Analysis Report

Management Discussion and Analysis as required under the Listing Agreement with the stock exchanges forms part of the Annual Report.

Industrial Relations

Your Company''s relations with its employees continue to be cordial. Dedicated work by the workmen, supervisors and executives of your Company made it possible to achieve success under trying and difficult circumstances.

Acknowledgement

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.

For By Order of the Board For SATKAR FINLEASE LIMITED Place: Delhi Sd- Date: 03-09.2014 RAHUL TIWARI CHAIRMAN DIN:06531056

 
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