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Swadeshi Industries Leasing Company Ltd.

BSE: 506863 | NSE: | Series: NA | ISIN: INE716M01034 | SECTOR: Plastics

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Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

[(Disclosure under Section 134(3) of the Companies Act, 2013) {Read With Companies (Accounts) Rules, 2014}]

Dear Shareholders,

The Directors are presenting the 32nd Annual Report of your Company and the Audited Financial Statements for the period ended 31st March 2016.

1. FINANCIAL RESULTS:

(in Lacs)

Particulars

For the year ended 31.03.2016

For the year ended 31.03.2015

Revenue from Operations

49.78

1280.47

Profit before Depreciation & Amortization

12.16

19.77

Depreciation & Amortization

NIL

NIL

Profit / (Loss) before taxation

12.16

19.77

Provision for taxation (incl. deferred tax)

3.76

NIL

Profit/ (Loss) for the year carried to Balance Sheet

8.40

19.77

2. HIGHLIGHTS OF PERFORMANCE:

During the year under review, the Company revenue from operations stood at Rs. 49.78 Lacs as against Rs. 1280.47 Lacs in the previous year. The Company has earned a Net profit of Rs.8.40 Lacs as compared to the Profit of Rs. 19.77 Lacs during the previous accounting year.

3. DIVIDEND:

To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.

4. RESERVES:

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

5. LOANS, GUARANTEE & INVESTMENTS:

The Company has given Corporate Guarantee 200.00 Lacs bank for the credit facilities granted by them to M/s. Park View Developers, a Partnership Firm where the Company is a Partner. Further during the year under review, the Company has not taken any Loan, made investment as per provisions of Section 186 of the Companies Act, 2013.

6. DEPOSITS:

The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

7. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at Large. Hence, no separate annexure in Form No. AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given.

8. SHARE CAPITAL:

During the year, there is no change in the company''s share capital.

9. INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Jagdishchandra Hansraj Ghumara (DIN 00519468), and Ms. Krishna Kamalkishor Vyas (DIN 07444324), Additional Director, appointed in the Board Meeting held on 10th February 2016, are proposed to be appointed as an Independent Director of the Company w.e.f 10th February 2016 and 19th February 2016 respectively who shall not be liable to retire by rotation, in respect of whom the Company has received notice proposing his/her candidature under Section 160 of the Companies Act, 2013 along with requisite deposit for a tenure of 5 years. The Board commends his/her appointment as an Independent Director to the members.

Mr. Kamal Kishor Hari Kishan Vyas (DIN 06794961), Mr. Amitkumar Vinod Agarwal (DIN 06406596) and Mrs. Leela Devi Sanklecha (DIN 06832283) resigned from Board w.e.f 10th February 2016.

Mr. Gourav Jain (DIN 06794973), who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013

B) Declaration by an Independent Director(s) and re-appointment, if any

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

11. RISK MANAGEMENT POLICY:

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the period a risk analysis and assessment was conducted and no major risks were noticed.

12. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/Regulations, 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 other Committees. The same is found to be satisfactory

13. BOARD MEETINGS:

During the period under review, the Company has conducted 4(Four) Board Meetings on 28th May, 2015, 10th August 2015, 06th November 2015 and 10th February 2016 .

14. AUDITORS:

M/s. Motilal & Associates, Chartered Accountants, Mumbai retiring Auditors, does not offer themselves for re-appointment. Further the Board in their meeting held on 27th May 2016, decided to appoint M/ s. Dhawan & Co., Chartered Accountants, who has given their consent to act as Statutory Auditors and being eligible to appoint. Members are requested to appoint the auditors and to fix their remuneration.

There are no qualifications contained in the Auditors Report and therefore, there are no further explanations to be provided for in this Report.

15. SECRETARIAL AUDIT:

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and the rules framed there under. The Secretarial Audit Report for the financial year 2015-16 forms part of the Directors'' Report as Annexure 1. The management replies to the observation of the Secretarial Auditors are as under:

Auditors Observation

Reply of Management

The Company has not appointed a Whole-time Company Secretary as required pursuant to section 203 of the Companies Act, 2013 not appointed Company Secretary as Compliance Officer under regulations 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company is searching for a suitable candidate and shall appoint the Whole-time Company Secretary on finding right candidate.

the company has received Letter from BSE limited regarding suspension of trading in equity shares.

The company is in process to respond to the competent authority for the same.

16. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in nature of business.

17. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes having taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.

18. 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:

The company has received Letter from BSE limited regarding suspension of trading in equity shares. The Company has taken necessary steps and the same is been process.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that:

a) In preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from them;

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 the Companies Act, 2013 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in form No MGT - 9 is appended as Annexure 2 of the Board''s Report.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive, efforts have been made to conserve energy by utilizing energy- efficient equipments.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy.

iii. The capital investment on energy conservation equipments:

Not applicable

B. Technology absorption:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore no technology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo:

Total Foreign Exchange Earnings and Outgo : Rs NIL

22. CORPORATE RESPONSIBILITY STATEMENT (CSR):

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable as the Company is not falling under the said parameters.

23. NOMINATION AND REMUNERATION COMMITTEE:

On 10th February 2016, Mr. Kamalkishore Harikishan Vyas and Mr. Amitkumar Vinod Agarwal, resigned so they ceased to be Member of the Committee and on 10th February 2016, at its Board Meeting held had reconstituted the Committee. The Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013 comprises of Mr. Amit Kumar Independent Director as the Chairman of the committee and Ms. Krishna Kamalkishor Vyas & Mr. Jagdishchandra Hansraj Ghumara and Mr. Gourav Jain Director as other members of the Committee. The Committee has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and other employees.

24. AUDIT COMMITTEE:

On 10th February 2016, Mr. Kamalkishore Harikishan Vyas and Mr. Amitkumar Vinod Agarwal,, resigned so they ceased to be Member of the Committee and on 10th February 2016, at its Board Meeting held had reconstituted the Committee. The Audit Committee comprising of Mr. Amit Kumar Independent Director as the Chairman of the committee and Ms. Krishna Kamalkishor Vyas & Mr. Jagdishchandra Hansraj Ghumara and Mr. Gourav Jain Director as other members of the Committee. The recommendations of the Audit Committee is always welcomed and accepted by the Board and all the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.

25. VIGIL MECHANISM

The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act, 2013 for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Mr. Amit Kumar, Chairman of the Audit Committee.

26. STAKEHOLDER''S RELATIONSHIP COMMITTEE

On 10th February 2016, Mr. Kamalkishore Harikishan Vyas and Mr. Amitkumar Vinod, resigned so they ceased to be Member of the Committee and on 10th February 2016, at its Board Meeting held had reconstituted the Committee. The Stakeholder''s Relationship Committee comprises of The Committee comprises of Mr. Amit Kumar Independent Director as the Chairman of the committee and Ms. Krishna Kamalkishor Vyas & Mr. Jagdishchandra Hansraj Ghumara and Mr. Gourav Jain Director as other members of the Committee. The role of the Committee is to consider and resolve securities holders'' complaint. The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.

27. SHARE TRANSFER COMMITTEE

On 10th February 2016, Mr. Kamalkishore Harikishan Vyas and Mr. Amitkumar Vinod, resigned so they ceased to be Member of the Committee and on 10th February 2016, at its Board Meeting held had reconstituted the Committee. The Share Transfer Committee comprises of Mr. Amit Kumar Independent Director as the Chairman of the committee and Ms. Krishna Kamalkishor Vyas & Mr. Jagdishchandra Hansraj Ghumara and Mr. Gourav Jain Director as other members of the Committee. The role of the Committee is to approve/ratify transfer of securities and look into share transmission, rematerialization and dematerialization of shares. The meetings of the Committee are held on periodical basis and the complaints are responded within the time frame provided.

28. CORPORATE GOVERNANCE:

The Company is adhering to good corporate governance practices in every sphere of its operations. A separate section on Corporate Governance is included in the Annual Report as Annexure 3 of the Board''s report and the Certificate from the Practicing Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Chapter IV Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is annexed thereto.

29. MANAGERIAL REMUNERATION:

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

The Company has not paid any remuneration or sitting fees to the Directors of the Company and hence the information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not furnished.

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

The Company has no such employee drawing remuneration more than mention under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

31. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act has confirmed that no complaint/case has been filed/pending with the Company during the year.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement and Regulation 34 read with part B of Schedule V of Listing Regulations entered into with the Stock Exchanges is set out in a separate section forming part of Director Report as Annexure 4.

33. OTHER DISCLOSURES / REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries/Joint Venture/Associate Company.

e) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

34. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

For and on Behalf of the Board of Directors

Mr. Gourav Jain Mr. Jagdishchandra Hansraj Ghumara

Managing Director Director

(DIN 06794973) (DIN 00519468)

Place: Mumbai

Date: 27th May 2016

Director’s Report