Mar 31, 2018
The Directors are pleased to present the 23nd Annual Report of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2018.
1. FINANCIAL HIGHLIGHTS
The summarized performance of the Company for the years 2017-18 and 2016-2017 is given below:
Amount In Rs.
Particulars |
Year ended |
Year ended |
March 31, 2018 |
March 31, 2017 |
|
Revenue from Operations |
7,589,831 |
7,106,662 |
Add: Other Income |
- |
- |
Total Income |
7,589,831 |
7,106,662 |
Total Expenses |
6,833,526 |
6,347,980 |
Profit / (Loss) before tax |
756,305 |
758,682 |
Profit/(Loss) after Tax |
552,238 |
524,249 |
2. FINANCIAL PERFORMANCE
During the year under review, the Company''s income is Rs. 7,589,831/- as against income of Rs. 7,106,662/- in 2016-17.
3. RESERVES & SURPLUS
The Reserves and Surplus is Rs. 241,245,253/- as on the end of the Current year and the Profit of the Current year Rs. 552,238/- as 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 201 7-18.
5. INCREASE IN AUTHORIZED SHARE CAPITAL
During the year under review, there was no increase in Authorized Capital of the company.
6. PREFERENTIAL ISSUE OF EQUITY SHARES
During the year under review, there has been no change in the Paid up capital structure of the company.
7. CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as required under the Listing Agreement and as per Regulation 34(e) read with Schedule V (B) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with Stock Exchanges, is enclosed separately with this Annual Report.
9. 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.
10. 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.
11. 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.
12. 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. No. |
Name of Director/KMP and Designation |
Remuneration of Director/ KMP for FY 2017-18 (In Rs.) |
% increase in Remuneration in FY 2017-18** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
1. |
Mr. Roop Singh, Whole Time Director |
NIL |
N.A. |
N.A. |
N.A. |
The number of permanent employees as on 31st March 2018 was 3.
Average of remuneration of employees excluding KMPs - Nil
No employee''s remuneration for the year 2017-18 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, 2018 -NOT APPLICABLE 13. 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.
14. 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, 2018, provision of section 129 of the Companies Act, 2013 is not applicable.
15. 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
16. STATUTORY AUDITORS
The Board has recommended to appoint M/s. Rakesh Batra & Co., Chartered Accountants, as the statutory auditor of the company from the conclusion of this Annual General Meeting until the conclusion of until the conclusion of the 28th Annual General Meeting of the company, by the shareholders in the forthcoming Annual General Meeting as required under Section 139 of the Companies Act, 2013, to the effect that their appointment if made, will be within the limits as prescribed under the provisions thereof. Your Directors recommend their appointment as the Statutory Auditors of the Company.
17. FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 201 7-2018 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.
18. 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.
19. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT - 9 has been annexed to the Report as Annexure -A.
20. 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.
21. 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.
22. DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review 2017-18, Mr. Somnath Sinha who was appointed as the Additional Director on the Board of the company on 26.12.2017.
Further, Mr. Shashi Kumar Yadav and Ms. Seema Das has resigned from the post of Directorship with effect from 13th March, 2018 due to Pre-occupancy and Ms. Barkha Kumari and Mr. Niraj Saw were appointed as the Additional Director on the Board of the company on 13.03.2018.
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.
23. Postal Ballots
During the year under review, No Postal Ballots was conducted to accord the permission of shareholders.
24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Eight (08) Board Meetings were convened and held on the following dates:
26.05.201 7, 11.08.201 7, 02.09.201 7, 20.11.2017, 26.12.2017, 14.02.2018, 13.03.2018 and 20.03.2018
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
The Composition and terms of reference of the Audit Committee satisfy the requirements Section 177 of the Companies Act, 2013. The Composition of Audit Committee mentioned below:
Name of Member |
Designation |
Category |
*Mr. Shashi Kumar Yadav |
Chairman |
Independent Director |
*Ms. Seema Das |
Member |
Independent Director |
*Mr. Niraj Saw |
Chairman |
Independent Director |
*Ms. Bharkha Kumari |
Member |
Independent Director |
Mr. Roop Singh |
Member |
Executive Director |
*Mr. Shashi Kumar Yadav and Ms. Seema Das has resigned from the post of Directorship with effect from 13th March, 2018 due to Pre-occupancy and Ms. Barkha Kumari and Mr. Niraj Saw were appointed as the Additional Director on the Board of the company on 13.03.2018.
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. Niraj Saw |
Chairman |
Independent Director |
*Ms. Bharkha Kumari |
Member |
Independent Director |
Mr. Roop Singh |
Member H |
Executive Director |
*Mr. Shashi Kumar Yadav and Ms. Seema Das has resigned from the post of Directorship with effect from 13th March, 2018 due to Pre-occupancy and Ms. Barkha Kumari and Mr. Niraj Saw were appointed as the Additional Director on the Board of the company on 13.03.2018.
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.
Name of Member |
Designation |
Category |
*Mr. Shashi Kumar Yadav |
Chairman |
Independent Director |
*Ms. Seema Das |
Member |
Independent Director |
*Mr. Niraj Saw |
Chairman |
Independent Director |
*Ms. Bharkha Kumari |
Member |
Independent Director |
Mr. Roop Singh |
Member |
Executive Director |
*Mr. Shashi Kumar Yadav and Ms. Seema Das has resigned from the post of Directorship with effect from 13th March, 2018 due to Pre-occupancy and Ms. Barkha Kumari and Mr. Niraj Saw were appointed as the Additional Director on the Board of the company on 13.03.2018.
25. 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.
26. 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.
27. 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.
28. 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.
29. 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.
30. 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. Bhawna, Company Secretaries in Practice 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 B.
With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Chief Financial Officer and Company Secretary. Further, the company will ensure that timely intimation to be sent to the stock Exchange. The Website of the company has been update and as the company will find the suitable person for the Post of Director, the composition of Board of Directors will be complete.
31. 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.
32. MAINTENANCE OF COST RECORD:
Maintenance of Cost record as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable on the Company.
33. 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 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.
34. 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 Roop Singh Somnath SInha
Date: 17.08.2018 Director Director
Din: 07304997 Din: 07336362
Address : H.No. 350, Tukargori Takargauri, Address : 21, NS Road Liluah Howrah
Kichha Udhamsingh Nagar 263148 Kolkata-711204
Mar 31, 2016
To,
The Members of SATKAR FINLEASE LIMITED
The Directors are pleased to present the 21st Annual Report of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2016.
1. FINANCIAL HIGHLIGHTS
The summarized performance of the Company for the years 2015-16 and 2014-2015 is given below:
Particulars |
Year ended March 31, 2016 |
Year ended March 31, 2015 |
Revenue from Operations |
7,966,684.00 |
7,810,640.00 |
Add: Other Income |
50,322.00 |
9,132.00 |
Total Income |
8,017,006.00 |
7,819,772.00 |
Total Expenses |
5,833,761.00 |
5,539,577.00 |
Profit / (Loss) before tax |
2,183,245.00 |
2,280,195.00 |
Profit/(Loss) after Tax |
1,508,622.00 |
1,575,615.00 |
2. FINANCIAL PERFORMANCE
During the year under review, the Company''s income is Rs. 8,017,006/- as against income of Rs. 7,810,640/in 2014-15.
3. RESERVES & SURPLUS
The Reserves and Surplus is Rs. 1861.69 Lakhs as on the end of the Current year and the Profit of the Current year Rs. 1846.60 Lakhs 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 2015-16.
5. SHARE CAPITAL
The paid-up Share Capital as on March 31, 2016 was Rs. 19,04,40,000/- (consisting 19044000 Equity shares of 10/- Each)./-. There is no change in the capital structure of the company during the financial year under review.
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
Management Discussion and Analysis Report, as required under the Listing Agreement and as per Regulation 34(e) read with Schedule V (B) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with Stock Exchanges, is enclosed separately with this Annual 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 proactive 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. PARTICULARPS 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. No. |
Name of Director/KMP and Designation |
Remuneration of Director/ KMP for FY 2015-16 (In Rs. |
% increase in Remuneration in FY 2015- 16** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Median Remuneration of Employees Director to of Employees Director to |
1. |
Mr. Roop Singh, Whole Time Director |
NIL |
N.A. |
N.A. |
N.A. |
The number of permanent employees as on 31st March 2016 was 4.
Average of remuneration of employees excluding KMPs - Nil
No employeeâs remuneration for the year 2015-16 exceeded the remuneration of any of the Directors.
Company''s performance has been provided in the Directorsâ 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, 2016, 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
The Board has recommended the appointment of M/s. K.K. PAUL & CO., Chartered Accountants, FRN: 006053N as the statutory auditor of the company in place of M/s. Vinod Maddeshiya & Associates, by the shareholders in the forthcoming Annual General Meeting as required under Section 139 of the Companies Act, 2013, to the effect that their appointment if made, will be within the limits as prescribed under the provisions thereof. Your Directors recommend their appointment as the Statutory Auditors of the Company.
16. FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2015 -16 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. AUDITORSâ 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 -A.
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 2015-16, Mr. Roop SIngh was appointed as the Additional Director of the company w.e.f 28.10.2015 and Mr. Athaar Hussian has been appointed as the additional director of the company w.e.f 04.08.2015 & regularized as the director of the company in the Annual General Meeting of the company on 21.09.2015.
Further Mr. Manish Kumar Gupta has resigned from the post of Director w.e.f. 04/08/2015 and Mr. Rahul Tiwari has resigned from the post of Whole Time director w.e.f. 20/07/2015.
Mr. Prashant Agarwal has been appointed as the Company Secretary w.e.f. 01/12/2015.
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 Ten (10) Board Meetings were convened and held on the following dates:
11.05.2015, 30.05.2015, 20.07.2015, 04.08.2015, 22.08.2015, 28.10.2015, 13.11.2015, 01.12.2015, 01.02.2016, & 21.03.2016.
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
The Composition and terms of reference of the Committee satisfy the requirements Section 1 77 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 B.
With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Chief Financial Officer.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS 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.
DIRECTORSâ 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 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 Roop Singh ATHAAR HUSSAIN
Date: 19.08.2016 Director Director
Din: 07304997 Din: 07254744
Address : H.No. 350, Tukargori Takargauri, Address : House No..140
Kichha Udhamsingh Nagar 263148 Katarapathanan Firozabad 283202
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