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લાયંસ કોર્પોરેટ માર્કેટ ડિરેક્ટર્સ રિપોર્ટ, લાયંસ કોર્પોરેટ માર્કેટ ડિરેક્ટર્સ દ્વારા રિપોર્ટ

લાયંસ કોર્પોરેટ માર્કેટ

બીએસઈ: 531441  |  ઍનઍસઈ : N.A  |  ISIN: INE100F01019  |  Finance - Leasing & Hire Purchase

શોધો લાયંસ કોર્પોરેટ માર્કેટ કનેક્શન � Mar 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
Dear MEMBERS
 
 Your Directors have pleasure in presenting 22nd Annual Report of the
 Company along with the Audited Statement of Accounts for the year ended
 31st March, 2015.
 
 FINANCIAL RESULTS                                        (Rs. in Lacs)
 
 Particulars                                     2014-2015     2013-2014
 
 Profit/(Loss) before Depreciation & Taxes           21.48          7.79
 
 Less: Depreciation                                   0.98          0.59
 
 Profit / (Loss) before Tax                          20.49          7.20
 
 Provision for Taxation                               1.75          1.21
 
 Income Tax for Earlier Years                         0.39          0.00
 
 Deferred tax (Charge) / Credit                       0.08          0.25
 
 Profit / (Loss) after Tax                           18.28          5.74
 
 Transfer to Reserve Fund                             3.66          1.15
 
 Add: Balances brought forward from Previous Year  (84.36)       (88.95)
 
 Balance Carried to Balance Sheet                  (69.74)       (84.36)
 
 REVIEW OF BUSINESS OPERATIONS :
 
 The Company is a Non-Banking Financial Company and is engaged in NBFC
 activities. The Profit before tax for the year is Rs. 20.49 Lacs as
 compared with the last year figure of Profit before tax of Rs. 7.20
 Lacs.  :
 
 DIVIDEND :
 
 With view of brought forward losses, your Director has not recommended
 any Dividend.
 
 SHARES:
 
 a.  Buyback of Securities
 
 The Company has not bought back any of its securities during the year
 under review.
 
 b.  Sweat Equity
 
 The Company has not issued any Sweat Equity Shares during the year
 under review.
 
 c.  Bonus Shares
 
 No Bonus Shares were issued during the year under review.
 
 d.  Employees Stock Option Plan
 
 The Company has not provided any Stock Option Scheme to the employees.
 
 e.  Shares with Differential Rights
 
 No Equity Shares with differential rights were issued during the year
 under review.
 
 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
 FUND:
 
 During the year under review the Company was not required to transfer
 any amount to Investors Education and Protection fund under Section
 125(2) of the Companies Act, 2013.
 
 CORPORATE GOVERNANCE :
 
 As the paid-up Equity Share Capital of the Company is less than Rs. 10
 Crores and its Networth is less than Rs.25 crores, Clause 49Aof Listing
 Agreement is not applicable to your Company. However, adequate steps
 have been taken for better Corporate Governance.
 
 CORPORATE SOCIAL RESPONSIBILITY :
 
 The Company has not developed and implemented any Corporate Social
 Responsibility initiatives as the said provisions are not applicable.
 
 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
 
 The Company has not entered into any contract or arrangement with
 related parties referred in the section (1) of section 188 of the
 companies Act 2013 during the year under review.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
 OF THE COMPANIES ACT, 2013 :
 
 The Company, being a Non-Banking Financial Company, is not required to
 give these particulars.
 
 EXTRACT OF THE ANNUAL RETURN :
 
 The extract of the Annual Return in Form No. MGT - 9 is furnished in
 Annexure ''A'' and is attached to this Report.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL :
 
 Smt. Madhumita Tapader (DIN 07126692) was appointed as Additional
 Director on 18th March, 2015.  Pursuant to section 160 of the Companies
 Act, 2013 she holds her office till the date of the forth coming Annual
 General Meeting. A notice has been received from a shareholder along
 with requisite deposit to propose her name for appointment as
 additional director.
 
 The Company has received requisite declaration from all the independent
 directors under section 149(9) of the Companies Act, 2013 confirming
 that they meet the criteria of independence as provided in sub- section
 (6).
 
 In accordance with the Company''s Articles of Association, Sri Krishna
 Awatar Agarwal, Director of the Company, retires by rotation and being
 eligible, offer himself for re-appointment.
 
 BOARD EVALUATION :
 
 Pursuant to the provisions of Companies Act, 2013 and Listing
 Agreements, the Board has carried out an evaluation of its own
 performance, the directors individually as well as the evaluation of
 the working of its Audit Committee and Nomination and Remuneration
 Committee.
 
 During the year, the Board adopted a formal mechanism for evaluating
 its performance ;and as well as that of its committees and individual
 directors. The exercise was carried out through a structured evaluation
 process covering various aspects of the board functioning such as
 composition of the board & committees, experience & competencies,
 performance of specific duties & obligations, attendance of the
 meetings, governance issues etc. Separate exercise was carried out to
 evaluate the performance of individual directors who were evaluated on
 parameters such as attendance, contribution at the meetings and
 otherwise, independent judgment, safeguarding of minority shareholders
 interest etc.
 
 The evaluation of the Independent Directors was carried out by the
 entire Board and that of the Non- Independent Directors were carried
 out by the Independent Directors.
 
 The Directors were satisfied with the evaluation results, which
 reflected the overall engagement of the Board and its Committees with
 the Company.
 
 NOMINATION AND REMUNERATION POLICY :
 
 The Board of Directors of the Company at their meeting held on 18th
 March, 2015 constituted a Nomination and Remuneration Committee of
 Directors mainly for the purposes of recommending the Company''s policy
 on remuneration package for the Managing/Executive Directors, reviewing
 the structure, design and implementation of remuneration policy in
 respect of Key Management Personnel. The composition of the Nomination
 and Remuneration Committee is as follows:-
 
 Sl.   Name of the Committee     Nature of                    Membership
 No.   Members                   Directorship
 
 1.    Mr Sushil Kumar Poddar    Non Executive Independent     Chairman
                                 Director
 
 2.    Mr Ram Karan Gupta        Non Executive Independent      Member
                                 Director
 
 3.    Smt Madhumita Tapader     Non Executive Director         Member
 
 AUDIT COMMITTEE :
 
 The Audit Committee comprises of Mr. Ram Karan Gupta (Non - Executive
 Independent Director ),as Chairman and Mr. Sushil Kumar Poddar (Non -
 Executive Independent Director) and Mr. Krishna Awatar Agarwal (Non -
 Executive Director) as members. All the meetings of the committee were
 duly held and attended by the members.
 
 The recommendations of the Audit Committee have been accepted by the
 Board.
 
 BOARD MEETINGS :
 
 During the year under review, 10 (Ten) Board Meetings were held on 30th
 April 2014, 31st May 2014,15th July 2014, 19th September 2014, 13th
 October 2014, 19th December 2014, 21st January, 2015, 31st January
 2015, 10th February 2015 and 18th March, 2015. The attendance of each
 Director is as under:
 
 SI.      Name of the Directors               No. of Meeting Attended
 No.
 
 1.       Mr Sushil Kumar Poddar                      10
 
 2.       Mr Ram Karan Gupta                          10
 
 3.       Mr Krishna Awatar Agarwai                   01
 
 4.       Smt Madhumita Tapader                       01
 
 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 :
 
 The Company has not paid any remuneration to the Directors / Key
 Managerial Persons. Therefore these particulars are not applicable
 during the year.
 
 DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND
 REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :
 
 There is no employee drawing remuneration in excess of the limits
 prescribed under Rule 5(2) of The Companies (Appointment) Rules, 2014.
 
 DIRECTORS RESPONSIBILITY STATEMENT :
 
 In terms of section 134(5) of the Companies Act 2013, with respect to
 Directors Responsibility Statement, it is hereby confirmed 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 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;
 
 (e) the directors had laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and were operating effectively; and
 
 (f) the directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 CODE OF CONDUCT :
 
 The Company has a Code of Conduct which is applicable to directors and
 management personnel of the Company. The Company believes in conducting
 business in accordance with the highest standards of business ethics
 and complying with applicable laws, rules and regulations.
 
 The Code lays down the standard procedure of business conduct which is
 expected to be followed by the directors and management personnel in
 their business dealings and in particular oh matters relating integrity
 in the work place, in business practices and complying with applicable
 laws etc.
 
 All the directors and management personnel have submitted declaration
 confirming compliance with the code.
 
 RISK MANAGEMENT POLICY :
 
 Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of
 directors of the Company has adopted a Risk management Policy of the
 Company. The Company manages, monitors and reports on the principal
 risks and uncertainties that can impact its ability to achieve its
 strategic objectives.
 
 The Company has introduced several improvements to Integrated
 Enterprise Risk Management, Internal Controls Management and Assurance
 Frameworks and processes to drive a common integrated view of risks,
 optimal risk mitigation responses and efficient management of internal
 control and assurance activities. This integration is enabled by all
 three being fully aligned across group wide Risk Management, Internal
 Control and Internal Audit methodologies and processes.
 
 VIGIL MECHANISM / WHISTLE BLOWER POLICY :
 
 The Company promotes ethical behaviour in all its business activities
 and has put in place a mechanism for reporting illegal or unethical
 behaviour. The Company has a Vigil Mechanism and Whistle Blower Policy
 under which the employees are free to report violations of applicable
 laws and regulations and the Code of Conduct. The reportable matters
 may be disclosed to the Ethics and Compliance Task Force which operates
 under the supervision of the Audit Committee. Employees may also report
 to the Chairman of the Audit Committee. During the year under review,
 no employee was denied access to the Audit Committee.  .
 
 PREVENTION of INSIDER TRADING :
 
 The Company has adopted a Code of Conduct for Prevention of Insider
 Trading with a view to regulate trading in securities by the Directors
 and designated employees of the Company. The Code requires
 pre-clearance for dealing in the Company''s shares and prohibits the
 purchase or sale of Company shares by the Directors and the designated
 employees while in possession of unpublished price sensitive
 information in relation to the Company and during the period when the
 Trading Window is closed.
 
 All the Board of Directors and designated employees have confirmed
 compliance with the Code.
 
 INTERNAL FINANCIAL CONTROLS :
 
 The Company has in place adequate internal financial controls with
 reference to financial statements.  During the year, such controls were
 tested and no reportable material weakness in the design or operation
 was observed.
 
 During the year the company appointed Sancheti Baid & Co. Chartered
 Accountants, Kolkata as an Internal Auditor. The firm is authorized by
 the Audit Committee to access the adequacy and compliance of internal
 control process, statutory requirements etc. The Audit Committee met
 regularly to review reports submitted by the Internal Auditor. The
 Audit Committee upon discussion with Internal Auditor set up applicable
 control measures for the Company.
 
 SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS :
 
 There are no significant and material orders passed by the regulators
 or courts or tribunals impacting the going concern status and Company''s
 operations in future.
 
 MATERIAL CHANGES :
 
 There are no material changes and commitments affecting the financial
 position of the company have occurred between the date of financial
 year of the Company and date of the report. There is no change in the
 nature of business of the Company.
 
 STATUTORY AUDITORS :
 
 M/s Mandawewala & Company, Chartered Accountants, (Firm Registration
 No. 322130E), are the present Statutory Auditors of your Company and
 shall hold office till the end of 26th Annual General Meeting which was
 approved in the Annual General Meeting held on September 27, 2014.
 
 The appointment for the FY 2015-16 is from the conclusion of this 22nd
 Annual General Meeting till the conclusion of the 26th Annual General
 Meeting. In view of this, your ratification for appointment is being
 sought in the ensuing Annual General Meeting.
 
 The Auditors'' Report for the FY 2014-15 does not contain any
 qualification, reservation or adverse remark.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS :
 
 The Company being in the financial sector, requirements regarding the
 disclosure of particulars of conservation of energy and technology
 absorption prescribed by the rules are not applicable. The Company has
 no foreign exchange inflow or outflow during the year under review.
 
 SECRETARIAL AUDIT :
 
 The Company has appointed Sri Babu Lai Patni (FCS 2304), a Practising
 Company Secretary to conduct secretarial audit pursuant to section 204
 of the Companies Act, 2013. Their report in form MR-3 is attached to
 this report as annexure ''B''.
 
 As regards his observation made in the secretarial Audit we are to
 state that the necessary steps are being taken to comply with the
 requirements.
 
 SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY :
 
 Digvijay Agencies Pvt. Ltd. (CIN - U51909WB2010PTC150408 ) has ceased
 to be a subsidiary of the Company with effect from 30/03/2015.
 
 Aditya Translink Pvt. Ltd. (CIN - U17232WB1995PTC067056 ) continues to
 be an associate Company.
 
 DEPOSITS :
 
 During the year under review, your Company did not accept any deposits
 within the meaning of section 73 of the Companies Act, 2013, read with
 the Companies (Acceptance of Deposits) Rules, 2014.
 
 SOCIAL OBLIGATION :
 
 Your Company has taken up and is constantly in touch with the various
 socio-economic projects for uplifting standards of living of the people
 in and around its estate where it operates.
 
 LISTING ARRANGEMENTS :
 
 The Equity Shares of the Company are continued to be listed on the
 Calcutta Stock Exchange, Bombay Stock Exchange and Ahmedabad stock
 Exchange, the Annual Listing Fees have been paid upto the date.
 
 GENERAL:
 
 Your Director further state that during the year under review, there
 were no cases filed pursuant to the Sexual Harassment of Women at
 Workplace (Prevention, Prohibition and Redressal) Act, 2013.
 
 ACKNOWLEDGEMENTS :
 
 Your Directors place on record their sincere thanks to bankers,
 business associates, consultants, and various Government Authorities
 for their continued support extended to your Companies activities
 during the year under review. Your Directors also acknowledges
 gratefully the shareholders for their support and confidence reposed on
 your Company.
 
                                                 On behalf of the Board
                                                         Ram Karn Gupta
 Kolkata, the 29th day of May, 2015.                           Chairman
 
સ્તોત્ર: રેલીગેર ટેકનોવા


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