| To the Members,
The Directors are pleased to present the 32nd Annual Report together
with the Audited Statements of Accounts for the year ended 31st March,
2015.
FINANCIAL RESULTS
The summarized Financial Results of the Company during the year under
review are as under:-
(Rs. in Lakhs)
PARTICULARS 31.03.2015 31.03.2014
Total Turnover 100.67 26.87
Gross Profit/(Loss) 29.97 (29.39)
Less :
(a) Depreciation 1.67 0.72
(b) Finance Cost
(c) Provision for Income Tax- Deferred/(Credit) (0.03) (0.09)
Net Profit /(Loss) 31.68 (30.02)
Appropriations
Statutory Reserve Fund 6.33 0.00
General Reserve 0.00 0.00
Proposed Dividend 0.00 0.00
Tax on Dividend 0.00 0.00
Balance Brought Forward
Accumulated Profits (2869.02) (2894.37)
DIVIDEND
In view of the brought forward losses, your directors regret their
inability to recommend dividend for the year under review.
PERFORMANCE REVIEW & OUTLOOK
During the year, the BSE sensitive Index was at 22,455 at the start of
the financial year and ended at 27,597 in March 2015. The year was
marked by high volatility in the stock market. As a result, the
Divestment/ Investment activity of the Company was curtailed during the
year and the Company posted a Gross Profit of Rs. 29.97 Lakhs as compared
to Gross Loss of Rs. 29.39 Lakhs in the previous year. Net Profit after
tax for the year under review was Rs. 31.68 Lakhs as compared to Gross
Loss of Rs. 30.02 Lakhs in the previous year.
According to IMF world economic outlook, overall, global growth is
projected to reach 3.5% and 3.8% in 2015 and 2016 respectively. GDP
Growth is projected to be stronger in 2015 as compared to 2014.
The medium term to long term growth prospects look positive in view of
the Government's determination to bring in reforms. For the year 2015,
the economy is expected to grow at a higher rate than in 2014. The long
term prospect for the economy is optimistic.
Industry Trends and its future prospects have been summed up in the
Management Discussion and Analysis Report which forms part of this
report.
SHARE CAPITAL
As on March 31,2015, the Company's Issued Share Capital is 1,11,83,681
Equity Shares of Rs. 10/- each and the Subscribed Share Capital is
1,10,62,731 Equity Shares of Rs. 10 each/-. After accounting for
allotment money receivable amounting to Rs. 5,86,215/- the Paid up Equity
Share Capital of the Company is Rs. 11,00,41,095. During the year under
review, the Company has neither issued shares with differential voting
rights nor granted stock options or sweat equity.
The Shareholding of Directors of the Company (including Promoter
Director) is given in the Corporate Governance Report forming part of
this report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return under sub-section (3) of Section 92 of the
Companies Act, 2013 in Form MGT-9 in annexed herewith as "Annexure
A".
MEETINGS OF THE BOARD
During the year, four (4) Board Meetings were convened and held. The
details of the Board Meetings are given in the Corporate Governance
Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and sub-section (5) of the Companies Act,
2013, Directors of your Company hereby state and confirm that:
a) in the preparation of the Annual Accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b) they 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 and of the profit of the
company for the same 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, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that
are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively.
DECALARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act,
2013 and Clause 49 of the Listing Agreement.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Clause 49 of the Listing Agreement, the Board of Directors 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 of the Company,
inter-alia, includes the aims and objectives, principles of
remuneration, criteria for identification of Board Members and senior
management.
The Criteria for identification of the Board Members including for
determining qualification, positive attributes, independence etc. are
given hereunder:
- The Board Member shall posses appropriate skills, qualification and
experience.
- Director should posses high level of personal and professional
ethics and values. He should be able to manage the interests and
concerns of the Company as well as the shareholders
- Independent Director shall be a person with vast experience and
expertise who fulfils the criteria of independency under Section 149 of
the Companies Act, 2013 and could contribute to the growth of the
Company.
- The Director must be willing to denote sufficient time and energy
to carry out his duties and responsibilities effectively and properly.
The said policy forms a part of this Report as "Annexure B".
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Details of Loans, Guarantees and Investments covered under the
provisions of Section 188 of the Companies Act, 2013 are given in the
notes to the Financial Statements. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN OUTGO The particulars under Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 with regard to conservation of energy and technology
absorption are not applicable to your Company. During the year under
review, there were no earnings or outgo in foreign exchange.
RISK MANAGEMENT POLICY- DEVELOPMENT AND IMPEMENTATION
Your Company has been following the principle of risk minimization
since 2006 as a significant norm in every industry which has now become
mandatory under Section 134(3)(n) of the Companies Act, 2013. The Board
of Directors has adopted a Risk Management Policy which emphasis on the
risk assessment and minimization procedures, steps for framing,
implementing and monitoring the risk management plan for the company.
The contents of the policy have been included in the "Management
Discussion and Analysis" forming part of this report. BOARD
EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out is explained in the Corporate
Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(a) Appointment / Re-appointment / Resignation of Directors and KMP
As per the provisions of Section 152 of the Companies Act, 2013, Mr.
Anil Goyal, Managing Director shall retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment. The Board of Directors recommends his re-appointment.
As per the provisions of Section 161(1) of the Companies Act, 2013 and
Articles of Association of the Company, the Board of Directors had
appointed Mrs. Meenakshi Gopal as an Additional Director (Independent
Non-Executive Director) of the Company w.e.f 31st March, 2015 who holds
office upto the date of ensuing Annual General Meeting. The said
appointment was based on the recommendation of the Nomination and
Remuneration Committee subject to the approval of the Shareholders of
the Company at the ensuing Annual General Meeting. Mrs. Meenakshi Gopal
is eligible for re-appointment and the details of the proposal for the
appointment of Mrs. Meenakshi Gopal as an Independent Director w.e.f
31st March, 2015 for a period of five consecutive years for a term upto
30th March, 2020, are mentioned in the Explanatory Statement under
Section 102 of the Companies Act, 2013 of the Notice of the 32nd Annual
General Meeting of the Company. The Company has received requisite
Notice in writing from a member proposing the appointment of Mrs.
Meenakshi Gopal as an Independent Non- Executive Director. The Company
has also received declaration from Mrs. Meenakshi Gopal confirming that
she meets the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and under Clause 49 of the Listing
Agreement with the Stock Exchange. The Board of Directors recommends
the appointment of Mrs. Meenakshi Gopal as Independent Non - Executive
Director of the Company for a term of five (5) years and she shall not
be liable to retire by rotation. Her appointment is appropriate and in
the best interest of the Company.
Dr. M. P. Jain and Mr. Arvind Kohli, Directors of the Company has
resigned from the Board of the Company on 5th November, 2014 and 31st
March, 2015 respectively. The Board has placed on record its
appreciation for the outstanding contribution made by them during their
tenure of office.
Ms. Swati Vaish has been appointed as the Company Secretary and
Compliance Officer, being the KMP of your Company w.e.f. 19th August.
2014
(b) Remuneration of the Directors / Key Managerial Personnel (KMP) and
Particulars of Employees
The provisions of Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are not applicable,
as there are no such employee who were drawing / in receipt of
remuneration of prescribed amount during the period under review.
The Company has one Executive Director, Mr. Anil Goyal. No remuneration
is paid to him as he holds the office of the Managing Director of HB
Portfolio Limited and opts to draw his remuneration from HB Portfolio
Limited. The non-executive directors are paid only sitting fees for
attending meeting of the Board of Directors and the Committees
constituted by the Board.
The information required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors / Key Managerial Personnel (KMP) and Employees of the Company
is furnished hereunder:
(i) the ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year &
(ii) the percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year.
Sr. Name Category Ratio/Times % Increase in
No. per Median of remuneration
employee
remuneration
1. Mr. Anil Goyal Managing Director NIL NIL
(Executive)
2. Mr. Lalit Bhasin Director NIL NIL
(Non-Executive)
3. Mr. L.N. Malik Director NIL NIL
(Non-Executive)
4. Dr. M. P. Jain* Director NIL NIL
(Non-Executive)
5. Mr. Arvind Kohli* Director NIL NIL
(Non-Executive)
6. Mrs. Meenakshi Director NIL NIL
Gopal (Non-Executive)
7. Ms. Swati Company Secretary NIL
Vaish
(w.e.f 19.08.2014)
*Dr. M. P. Jain and Mr. Arvind Kohli resigned from the Board of the
Company on 05th November, 2014 and 31st March, 2015 respectively.
(iii) the number of permanent employees on the rolls of Company.
Nine (9)
(iv) the explanation on the relationship between average increase in
remuneration and Company performance.
Not Applicable. There was no increase in the remuneration.
(v) comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company.
Particulars Rs. (Lacs)
Remuneration of Key Managerial Personnel
(KMP) (aggregated) 6.48
Total Revenue 100.67
Remuneration (as% of revenue) 6.44%
Profit Before Tax (PBT) 31.64
Remuneration (as% of PBT) 20.48%
(vi) variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer in case
of listed companies, and in case of unlisted companies, the variations
in the net worth of the Company as at the close of the current
financial year and previous financial year.
Particulars As at As at Variation
31st March, 31st March,
2015 2014
Closing rate of Share (BSE) (Rs.) 1.93 3.05 (36.72%)
EPS (Consolidated) (Rs.) 0.29 (0.27) 207.41%
Market Capitalization (Rs./Lacs) 213.51 337.41 (36.72%)
Price Earning ratio 6.65 11.30 (41.15%)
(vii) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration.
Nil
(viii) Comparison of the each remuneration of the Key Managerial
Personnel against the performance of the Company.
(Rs. Lacs)
Particulars Managing CFO Company
Director Secretary
Remuneration NIL 5.05 1.43
Revenue 100.67 100.67 100.67
Remuneration (as % of revenue) NIL 5.02% 1.42%
Profit Before Tax (PBT) 31.64 31.64 31.64
Remuneration (as % of PBT) NIL 15.96% 4.51%
* Remuneration of Ms. Swati Vaish, Company Secretary is w.e.f.
19.08.2014.
(ix) the key parameters for any variable component of remuneration
availed by the directors.
Nil
(x) the ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year.
None
(xi) The remuneration paid to the Directors / Key Managerial Personnel
(KMP) is in accordance with the remuneration policy of the Company.
PUBLIC DEPOSITS
Your Company has neither invited nor accepted any deposits from the
public / shareholders pursuant to Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014 during the
year under review.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts or Tribunal during the year under review which has an impact on
the Going Concern status and CompanyRs.s status in the future.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Your Company has adequate system of Internal Controls with reference to
financial statements. The detail of the adequacy of Internal Financial
Control forms a part of the Management Discussion and Analysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreement with Stock
Exchanges, the Management Discussion and Analysis Report is enclosed as
a part of this report.
CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement the report on
Corporate Governance along with the Certificate from the Statutory
Auditors of the Company regarding compliance for the year under review
is annexed hereto and forms a part of the Directors' Report STATEMENT
PURSUANT TO LISTING AGREEMENT
The Company's Equity Shares are listed at Bombay Stock Exchange Ltd.
(BSE), Mumbai. The listing fee for the year under review has been paid
to BSE timely.
AUDITORS OF THE COMPANY
a) STATUTORY AUDITORS
The Statutory Auditors, M/s. P. Bholusaria & Co., Chartered
Accountants, New Delhi (FRN 000468N) retire at the ensuing Annual
General Meeting and are eligible for re-appointment. The Company has
also received their letter stating that they are not disqualified for
re-appointment and their appointment would be within the prescribed
limits under Section 141(3)(g) of the Companies Act, 2013. There has
been no qualification, reservation, adverse remark or disclaimer given
by the Auditors in their Report.
b) INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and Rules related thereto, M/s. M.K. Choudhary & Co., Chartered
Accountants, New Delhi acts as the Internal Auditors of the Company and
their report is duly reviewed by the Audit Committee on quarterly
basis.
c) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
personnel) Rules 2014, the Company has appointed Mr. A.N. Kukreja, M/s.
A. N. Kukreja & Co., Company secretary in Practice to undertake the
Secretarial Audit of the company. The Report of the Secretarial Audit
in Form MR-3 is enclosed as a part of this report as "Annexure C".
d) AUDITORS REPORT
Statutory Auditor's and Secretarial Auditor's observations, if any, in
their respective report(s), have been suitably explained by way of
appropriate notes to accounts and also in the Directors' Report
wherever necessary.
AUDIT COMMITTEE
The Board has reconstituted its Audit Committee on 31st March, 2015
comprises of Mr. L. N. Malik as its Chairman, Mr. Lalit Bhasin and
Mrs. Meenakshi Gopal as its members. The functions of the Audit
Committee are mentioned in the Corporate Governance Report.
VIGIL MECHANISM - WHISTLE BLOWER POLICY
In terms of the provisions of Sec 177(9) & (10) of the Companies Act,
2013 and pursuant to the provisions of Clause 49 of the Listing
Agreement, the Board of Directors in its meeting held on 14th November,
2014 has duly approved a vigil mechanism for stakeholders, Employees
and Directors about illegal or unethical practices and for the
directors and employees to report concerns about unethical behaviour,
actual or suspected fraud or violation of the Company's code of conduct
or ethics Policy. The Whistle Blower Policy duly approved by the Board
of Directors has been uploaded on the website of the Company viz.
www.hbleasing.com having following web link, www.hbleasing.com/lnvestor
Information/Corporate Governance.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Board of Directors, on the recommendation
of the Audit Committee, has formulated a Policy on Related Party
Transactions which is also available on Company's website viz.
www.hbleasing.com having following web link, www.hbleasing.com/Investor
Information/ Corporate Governance. All Related Party Transactions are
placed before the Audit Committee for review and approval. None of the
Directors has any pecuniary relationships or transactions with the
Company during the year under review.
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arm's Length basis. There were no
materially significant Related Party Transactions entered into by the
Company during the year under review. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC 2 is not applicable.
INTERNAL COMPLAINT COMMITTEE AND ITS POLICY AS PER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Board has constituted an Internal Compliant Committee and adopted a
policy on Sexual Harassmend in their meeting held on 06th August, 2014
as per the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
there under comprises of Mrs. Banmala Jha as its presiding Officer and
Mrs. Madhu Suri, Mr. Anil Goyal and Ms. Swati Vaish as its members.
The functions of the Committee are mentioned in the Corporate
Governance Report. The Internal Complaints Committee has not received
any complaints on sexual harassment during the year under review.
ACKNOWLEDGMENTS
Your Directors wish to thank and acknowledge the co-operation,
assistance and support extended by the Banks, Company's Shareholders
and Employees.
For and on Behalf of The Board
HB LEASING AND FINANCE COMPANY LIMITED
Sd/-
LALIT BHASIN
Place : Gurgaon (CHAIRMAN)
Date : 28.05.2015 DIN : 00002114
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