The Directors have pleasure in presenting their Director Report
together with the Audited Accounts of the Company for the Year ended
March 31, 2015.
1. Financial summary or highlights/Performance of the Company
Particulars As on 31st As on 31st
Sales 4285400.00 738380.00
Other Income 112500.00 39473.99
Total 4397900.00 777853.99
Profit before depreciation & taxation 59444.60 253254.57
Less: Depreciation 1298.92 1546.42
Less: Deferred Tax 17581.66 -70268.09
Less: Provision for taxation 0.00 135000.00
Profit/(Loss) after tax 40564.02 183403.24
Add: Balance B/F from the previous year 2684.12 -180719.12
Surplus available for appropriation 43248.14 2684.12
General Reserves 0.00 0.00
Proposed Dividend 0.00 0.00
Tax on Dividend 0.00 0.00
Balance carried to Balance sheet 43248.14 2684.12
Total 43248.14 2684.12
2. Operational Review/Review Of Business Operations/The state of
Your Company has performed modestly in the past year despite
challenging economic conditions. Nevertheless, your Directors are
optimistic about the future and expect the business to perform well for
the forthcoming year. Your Directors are relentlessly striving for the
betterment of the business.
Your Directors have not recommended any dividend on equity shares for
the year under review.
The Company has not created any specific reserve for the year under
5. Change in the nature of business, if any.
The company has not change its nature of business for the year under
6. 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 report.
Management does not perceive any material changes occurred subsequent
to the close of the financial year as on 31st March, 2015
7. Share Capital:
The paid up equity capital as at March 31, 2015 was Rs 3, 20, 00,000
(Rupees Three Crores Twenty Lakhs only). During the year under review
the Company has not issued any shares of following classes given below.
A) Issue of equity shares with differential rights
B) Issue of sweat equity shares
C) Issue of employee stock options
D) Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees
Cash and cash equivalents as at March 31, 2015 was Rs. 28,230.64/- The
company continues to focus on judicious management of its working
capital, Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
9. Fixed Deposits:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
10. Particulars of Loans, guarantees or investments:
The Company has not given any loan, guarantees or made any investments
exceeding sixty per cent of its paid-up share capital, free reserves
and securities premium account or one hundred per cent of its free
reserves and securities premium account, whichever is more, as
prescribed in Section 186 of the Companies Act, 2013.
11. Internal control systems and their adequacy
The internal control systems in your Company are commensurate with the
size and nature of its operations. It is designed to ensure that all
the assets are safeguarded and protected against loss from unauthorized
use or disposition and that all the transactions are authorised,
recorded and reported correctly. It is further supplemented by
extensive audits conducted by the auditors and review by management
12. Internal Auditor''s Report
The company has appointed in-house employee as an internal auditor for
conducting the internal audit of the Company for the financial year
2014-2015. The internal auditor has submitted its report to board of
The Internal Audit Department monitors and evaluates and adequacy of
internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strength the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
13. Corporate Social Responsibility
The Company is not coming under the criteria as mentioned in Section
135 of the Companies Act, 2013 which specifies the requirement of
forming the Corporate Social Responsibility Committee.
14. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
a) Conservation of energy - NOT APPLICABLE
(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of
(iii) the capital investment on energy conservation equipment''s
(b) Technology absorption - NOT APPLICABLE
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof
(iv) the expenditure incurred on Research and Development
(c) Foreign exchange earnings and Outgo
During the period under review there was no foreign exchange earnings
or out flow.
15. Industrial Relations:
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
16. Human Resources
Your Company treats its human resources as one of its most important
assets. Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. Your Company thrust is on the
promotion of talent internally through job rotation and job enlargement.
17. Directors: Changes in Directors and Key Managerial Personnel for
the period under review:
Jigna Gosar was appointed as Company Secretary on 08th April, 2014 and
she has resigned on 15/10/2014 due to personal issues and Commitment.
18. Declaration by an Independent Director(s) and re- appointment, if
All Independent Directors have given declarations 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.
19. Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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, Appointment & Remuneration Committees.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
20. Number of meetings of the Board of Directors
There has been Nine meeting of Board of Directors in the Financial Year
2014-2015 as under. The dates of the Board meeting are:
26/05/2014, 26/06/2014, 10/08/2014, 11/09/2014, 15/10/2014, 13/11/2014,
20/01/2015, 21/02/2015 and 28/03/2015.
21. Remuneration Policy
A Nomination and Remuneration Policy has been formulated pursuant to
the provisions of Section 178 and other applicable provisions of the
Companies Act, 2013 and Rules thereto stating therein the Company''s
policy on Directors'' appointment and remuneration by the Nomination and
Remuneration Committee and approved by the Board of Directors at its
meeting held on 13th November 2014. The Remuneration Policy is stated
in the Corporate Governance Report.
22. Managerial Remuneration:
The below requirement of Section 197 of Companies Act, 2013 and
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for
the year ended 2015 IS NOT APPLICABLE TO OUR COMPANY and hence, we have
not given the disclosure of this section.
A) Details of the ratio of the remuneration of each director to the
median employee''s remuneration and other details as required pursuant
to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
B) Details of the every employee of the Company as required pursuant to
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
C) Any director who is in receipt of any commission from the company
and who is a Managing Director or Whole-time Director of the Company
shall receive any remuneration or commission from any Holding Company
or Subsidiary Company of such Company subject to its disclosure by the
Company in the Board''s Report.
23. Director''s Responsibility Statement:
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for the year under review.
iii) The directors have 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.
iv) The directors have prepared the annual accounts on a going concern
v) 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.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
24. Related Party Policy:
A Related Party Policy has been devised by the Board of Directors at
its meeting held on 13th November, 2014 for determining the materiality
of transactions with related parties and dealings with them. The said
policy may be referred to, at the Company''s official website at the
www.shubhraleasing.com.The Audit Committee reviews all related party
25. Particulars of contracts or arrangements with related parties:
All related party transactions that were entered into during the
financial year were on arm''s length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
Further, the particulars of every contract or arrangements entered into
by the Company with related parties referred to in sub-section (1) of
section 188 of the Companies Act, 2013 including certain arm''s length
transactions under third proviso thereto shall be disclosed in Form No.
AOC-2. THE SAID CLAUSE IS NOT APPLICABLE
26. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any subsidiary/Joint venture/Associate
27. Vigil Mechanism/Whistle Blower Mechanism:
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility. The Company has a Fraud Risk
Management Policy (FRM) to deal with instances of fraud and
mismanagement, if any.
The FRM Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern.
28. Auditor''s Report/ Secretarial Audit Report:
The observation made in the Auditors'' Report read together with
relevant notes thereon are self- explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report.
29. Statutory Auditors
M/s. TDK & Co., Chartered Accountants, Mumbai, (Firm Registration No.
109804W) Statutory Auditors of the Company retire at the conclusion of
the ensuing Annual General Meeting and have confirmed their eligibility
and willingness to accept office, if re- appointed.
30. Secretarial Auditor:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed secretarial auditor to undertake
the Secretarial Audit of the Company. The Secretarial Audit report is
annexed herewith as Annexure A
31. Extract Of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as Annexure B .
32. Business Risk Management/ Risk Management Policy
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. At present the company has not identified any
element of risk which may threaten the existence of the company. The
details of the committee and its terms of reference are set out in the
corporate governance report forming part of the Boards report.
33. Particulars of employees:
Statement of Particulars of employees pursuant to the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 -
The same is not applicable to our company.
34. Significant And Material Orders Passed By The Regulators Or Courts
There are no significant material orders passed by the Regulators/
Courts which would impact the going concern status of the Company and
its future operations.
35. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of
conditions of corporate governance as stipulated in Clause 49 of the
Listing agreement shall be annexed with the report.
36. Corporate Governance And Management Discussion & Analysis Reports
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexures, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
37. Obligation Of Company Under The Sexual Harassment Of Women At
Workplace (Prevention, Prohibition And Redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
38. Listing With Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-16 to BSE where the Company''s Shares are listed. The Shares
of the company is also listed on Delhi Stock Exchange ltd
(derecognized) by SEBI vide its order dated 19th November, 2014
39. Statutory Disclosures
As per Clause 32 of the Listing Agreement, the Annual Report excluding
the aforesaid information is being sent to all the members of the
Company and others entitled thereto. Any member interested in obtaining
such particulars may write to the Company at the registered office of
40. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous cooperation and assistance.
For and on behalf of the
Board of Directors
Delhi Nidhi Shah Kalpak Vora
29th May, 2015 Director Chairman & Director
DIN: 05160902 DIN: 01556520