The Directors submit the Annual Report of the Company along with the
audited financial statements for the financial year ended March 31,
(Amount in Lacs)
Particulars As on 31.03.2014 As on 31.03.2013
Revenue from operations 7.38 10.62
Other Income 0.211 0.08
Operating Expenditure 13.09 19.07
Interest & Depreciation 2.25 2.25
Profit before Tax -7.74 -10.62
Provisions for Tax -0.58 -0.32
Profit after Tax -07.15 -10.30
COMPANY''S PERFORMANCE & FUTURE OUTLOOK
During the year under review the company has earned the revenue of Rs.
7.38 Lacs. In the financial year 2013-14 the financial sector remain
subdued, hence the profit from operations of sale purchase of shares
has not been earned. Your directors are taking various initiatives for
overall better performance of the company.
The last year was one of worst year and adversely affected due to the
slowest growth rate in more than a decade, In the current year also the
company is continued to experience sluggish growth and hence revenue
growth during this year is also decreased. GDP growth for the financial
year 2013-14 is estimated at 4.9% as compared to the growth rate of
4.5% in the previous year. The RBI and the Government have taken
notable steps in FY 2013-14 to address the economic headwinds. Your
director''s also hope for improvement in the performance of the company
as the steps for development will be taken by the government which
ultimately leads to financial sector reforms in coming days and
henceforth implementation of innovative and effective decisions.
Your directors do not recommend any dividend due to losses in current
The Board in its meeting held on 30th July, 2014 has appointed Mrs.
Sarita Bindal as the Additional Director as Nonexecutive Promoter
Director of the Company till the ensuing AGM of the Company. The
Company has received notice in writing from the members as required
under section 160 of the Companies Act 2013 for proposal for her
appointment as Director of the Company liable to retire to rotation at
the ensuing Annual General Meeting.
Mr. Rajesh Khandelwal has resigned from the directorship of the Company
in the Board Meeting held on 30th July 2014. The Board considered and
appreciated valuable guidance and support extended by Mr. Rajesh
Khandelwal as Independent Director of the Company.
Mr. Sudhir Bindal has been re-appointed as Managing Director of the
Company by the Board for a period of three years commencing from 1st
October 2014 subject to approval of the Members in the ensuing AGM,
pursuant to the provisions of sections 196, 197, 203 and other
applicable provisions if any, of companies act 2013.
Further Mr. Kamlesh Kasliwal and Mr. Manoj Kumar Singh the existing
Independent Directors are further proposed to be appointed as
Independent Directors for a term of 5 years as per requirement of
section 149 of the Companies Act, 1956 as well as Clause 49 of the
Listing Agreement to hold the office till 31st March, 2019. The Company
has received notice in writing from the members as required under
section 160 of the Act for proposal for appointment of both the
Independent Directors of the Company at the ensuing Annual General
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, and based on the representation received from the operating
management, the Directors hereby confirm that:
I. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there is no material
II. they have selected such accounting policies and applied them
consistently and made judgments and estimates that have been 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 year under review;
III. They have taken proper and sufficient care to the best of their
Knowledge and ability for the maintenance of adequate accounting
records in accordance with the provision of this Act. They confirm that
there are adequate systems and controls for safeguarding the assets of
the company and for preventing and detecting frauds and other
IV. they have prepared the annual accounts for the financial year ended
31st March, 2014 on a going concern basis;
M/s A.B. Doshi & Co., Chartered Accountants, Indore, statutory auditors
of the Company, hold the office until the ensuing Annual General
Meeting. The said Auditors have furnished the Certificate of their
eligibility for re-appointment.
Pursuant to the provisions of section 139 and other applicable
provisions, if any, of Companies Act, 2013 read with Rule 3 of
Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint
M/s A.B. Doshi & Co., Chartered Accountants (ICAI Firm Registration No.
001577C), the retiring Auditors of the Company as Statutory Auditors of
the Company from the conclusion of this Annual General Meeting (AGM)
till the conclusion of the twenty-fifth AGM of the Company to be held
in the year 2017 (subject to ratification of their appointment at every
AGM) on such remuneration as may be decided & fixed by the board on the
recommendations of the Audit Committee.
The Auditors'' Report read with relevant notes are self explanatory,
except note no. 1.8 and note no. 21 of the notes to accounts read with
last Para of the Auditors Report.
Note no. 1.8, specifically relates to retirement benefits as the
Company has not provide gratuity, privilege leave and other retirement
benefits as the company follows the practice of accounting for the
retirement benefits as and when paid. And note no. 21 relates to no
provision for interest on the Secured Loan - the Company has not made
provision for interest on the Secured Loan given by Dena Bank as the
matter is in litigation and the same shall be accounted on the
settlement of case.
As on date the Company has no subsidiary Company as the Company has
disposed off the shares of its subsidiary company, Devki Cyber
Securities Private Limited, on 30.07.2014.
The Ministry of Corporate Affairs, Government of India has issued a
Circular No.2 / 2011 dated 8th February 2011 granting general exemption
to Companies under section 212 (8) from attaching the documents
referred to in section 212 (1) pertaining to its subsidiaries, subject
to approval by the Board of Directors of the Company and furnishing of
certain financial information in the Annual Report. The Board of
Directors of the Company have accordingly accorded approval to the
Company dispensing with the requirement of attaching to its Annual
Report the annual audited accounts of the Company''s subsidiaries.
Accordingly, the Annual Report of the Company does not contain the
individual financial statements of these subsidiaries, but contains the
audited consolidated financial statements of the Company, its
subsidiaries and associate.
The Annual Accounts of this subsidiary company as on 31st March 2014
and the related detailed information will be made available to the
shareholder seeking such information at any point of time. The annual
accounts of the Subsidiary company will also be kept for inspection by
any shareholder at its registered / corporate office and that of the
concerned subsidiary company. The statement pursuant to the approval
under section 212 (8) of the Companies Act, 1956 is annexed together
with the Annual Accounts of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared as per
the Accounting Standard AS21 and Accounting AS 23, consolidating the
Company''s accounts with its subsidiary have also been included as part
of this Annual Report.
Your Company has not accepted or invited any deposits from public
within the meaning of Section 58A of the Companies Act, 1956 during the
year under review and that there is no overdue unpaid/unclaimed deposit
as at 31st March, 2014.
PARTICULARS OF EMPLOYEES ETC
Your company did not have any person in employment that, if employed
throughout the financial year or part thereof, was in receipt of
remuneration, particulars of which are required to be included in this
report as per Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules 1975.
ENERGY CONSERVATION AND OTHER REPORTING U/S 217(1) (E)
The provisions of Energy Conservation in terms of section 217 (1)(e) of
the Companies Act, 1956, are not applicable on the Company.
Your Company also did not have any foreign exchange earnings or out go
your Directors place on record their sincere appreciation for the
devoted performance of the employees of the Company at all levels.
Your Directors have obtained a Compliance Certificate from Practicing
Company Secretary, pursuant to Rule 3 of Companies (Compliance
Certificate) Rules, 2001 which is forming part of this report as
Annexure - I.
CORPORATE GOVERNANCE REPORT
Report on Corporate Governance as required under the Listing Agreements
with the Stock Exchanges along with the certificate of the Auditors,
M/s. A.B. Doshi & Co, confirming compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchanges are attached to this report as Annexure II.
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
Management Discussion and Analysis statement as required under the
Listing Agreements with the Stock Exchanges are attached to this report
as Annexure - III.
Your Directors place on record their gratitude to all the Government
and Semi Government Departments and Company''s Bankers, for the
assistance and co-operation and encouragement they extended to the
Company. Your Directors also wish to place on record their sincere
thanks and appreciation for the continuing support and unstinting
efforts of Customer, Vendors Employees and all other Stakeholders in
ensuring an excellent all around operational performance.
For and on behalf of the Board of Directors
DEVKI LEASING & FINANCE LIMITED
CHAIRMAN OF THE MEETING
Velocity, 18-A Scheme No 94 C,
Ring Road, Indore (M.P.) 452010