DIRECTORS' REPORT TO THE SHAREHOLDERS, Your Directors take pleasure in presenting the 34th Annual Report and the audited accounts of the Company for the year ended 31st March 2015. 2) STATUS OF COMPANY'S AFFAIRS: During the year your company has achieved revenue of Rs. 82.01 Lacs as compare to Rs. 99.97 Lacs in the corresponding previous financial year and has loss after Tax of (Rs. 6.74) Lacs as against Net Profit of Rs. 29.68 Lacs in corresponding previous financial year. The management of the Company is continuously making efforts to initiate and implement the new business opportunities for the enhancement of wealth of shareholders. During the year trading in the Equity Share of your Company at BSE limited had been suspended for surveillance measure and the Company has replied to the letter received from the Stock Exchange. 3) DIVIDEND: In order to conserve the reserves to meet the needs of increased operation and due to loss suffered in the current year, the Board of Directors has decided not to declare dividend for the financial year. 4) AMOUNT TRANSFERRED TO RESERVES: The Company having suffered a loss during the financial year the Company has not transferred any amount to the reserves maintained by the Company. 5) SHARE CAPITAL: The paid up Equity Share Capital as at 31st March, 2015 is Rs. 10.20 Crores. During the year the Company has not issued shares with differential voting rights, Sweat Equity Shares or Equity Shares under Employee Stock option Scheme. As on 31st March, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company. 6) EXTRACT OF THE ANNUAL REPORT: Pursuant to Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual report in form MGT - 9 as required is attached as Annexure - A to this report. 7) NUMBER OF MEETING OF THE BOARD: The Board of Director of the Company met at a regular interval during the year to discuss on the past and prospective business of the Company. The Board Met 7 (Seven) Times during the Financial year 2014-15 on 28th May, 2014, 14th August, 2014, 14th Nov, 2014, 10th Dec, 2014, 29th Jan, 2015 14th Feb, 2015 and 19th March, 2015. 8) MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION: In terms of Section 134(3)(l) of the Companies Act, 2013, there are no material change and commitment 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 relates and the date of the report. 9) SUSIDIARIES COMPANY: The Company does not have any subsidiary Company as on year end 31st March, 2015 10) DETAILS OF FIXED DEPOPSITS: Your Company has not accepted any fixed deposits from the members and public under Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of deposits) Rules, 2014. 11) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY: Details of Loans, Guarantees and Investments covered under the provisions of the Section 186 of the Companies Act, 2013 are provided in notes to financial Statements. 12) RELATED PARTY CONTRACTS OR ARRANGEMENTS: There are no contracts or arrangements made by related party during the year under review as provided in the provisions of Section 188 of the Companies Act, 2013 excepting as disclosed in the notes to financial statements. 13) DIRECTORS & KEY MANAGERIAL PERSONNEL: The Board of Directors of the Company comprises of (4) four Directors consisting of (2) two Non - Executive Directors as on 31st March, 2015. During the year under review, Mr. Asim Dalal and Mr. Rajeev Kothari, the Directors of the Company have resigned from the office of the Directors w.e.f. 19th March, 2015 and 4th March, 2015 respectively. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association Mr. Mitesh Jain, Director retires by rotation at the forth coming annual general meeting and being eligible offer himself for re-appointment. Pursuant to Section 149(7) of the Act the Company has received declaration of Independence from all the Independent Directors as stipulated under section 149(6). Further the familiarization program for Independent Directors is also available on the website of the Company viz. www.samleaseco.com <http://www.samleaseco.com> The Company has already appointed Mr. Mitesh Jain as the Managing Director of the Company. Further the Company is making effort to appoint other Key Managerial Personnel as required under the Act. Your Company is yet to appoint a Woman Director as mandated under Section 149 (1) of the Act and Listing Agreement. 14) DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) they had selected such accounting policies and applied them consistently and have 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 loss of the Company for the year ended 31st March, 2015; c) they 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) That the Directors had prepared the annual accounts for the year under review, on a 'going concern' basis. e) That internal financial controls have been laid down to be followed by the Company and such internal financial control are adequate and were operating effectively, f) That proper system has been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively. 15) ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: The Company has implemented such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently. 16) DISCLOSURE AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FOR CONVERSATION ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO: Considering the nature of Business of the Company there are no particulars which are required to furnish in this report pertaining to conservation of energy, technology absorption and Foreign Exchange Earning and Outgo. 17) AUDIT COMMITTEE: The Audit Committee of Directors was reconstituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section and Listing Agreement. The Composition and the functions of the Audit Committee of the Board of Directors of the Company are disclosed in the Report on Corporate Governance, which is forming a part of this report. 18) CORPORATE SOCIAL RESPONSIBILITY: The Company's net worth or turnover or net profit is below the threshold specified for constituting a Corporate Social Responsibility policy Committee and as such the Company is not required to comply with the same hence the Board is not required to provide any report or comments about the same. 19) NOMINATION AND REMUNERATION COMMITTEE POLICY: The Nomination and Remuneration Committee (NRC) of Directors was reconstituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013. The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy of the Company is attached herewith as Annexure - B. 20) VIGIL MECHANISM POLICY: The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and clause 49 of the Listing Agreement framed whistle blower policy to report genuine concerns or grievances. The whistle blower policy has been posted on the website of the Company (www.samleaseco.com <http://www.samleaseco.com>). 21) RISK MANAGEMENT: The Board has approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization. The Board is Overall Responsible for identifying, evaluating and managing all significant risks faced by the Company. 22) PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, Composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Non - Independent Director was carried out by the Independent Director. The Board of Directors expressed their satisfaction with the evaluation process. 23) SECRETARIAL AUDIT: Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has Appointed Shreyans Jain & Co. a firm of practicing Company Secretary (C.P. No 9801) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - C and forms as an integral part of this report. The Following are the observation in the Secretarial Audit Report and comments of the management for the same as mentioned below: In terms of the provisions of Section 203 of the Companies Act, 2013 the Company is required to have Whole Time Key Managerial Personnel (KMP) as specified in clause (i), (ii) & (iii) of subsection (1) of the said section, however the Company yet to appoint KMP under (ii) and (iii) of sub - section (1) of Section 203 of the Act and the time allowed to comply with the said requirement has already elapse. In terms of the provisions of Section 149 of the Companies Act, 2013 and clause 49 of the Listing agreement entered into with the BSE Limited the Company is required to have a Woman Director, however the Company yet to appoint the same as the time allowed to comply with the said requirement has already elapse. The Board of Directors are making efforts to appoint the Whole Time KMP namely Chief Financial Officer and Company Secretary presently these functions are being done under the supervisions of the Board. Further the Board / Company is looking out for suitable candidate for Woman Director in the Company, but yet to finalise the suitable candidate for the same. 24) AUDITORS: At the AGM held on 30th September, 2014 the members had approved the Appointment of M/s. Pulindra Patel & Co., Chartered Accountants (Firm Registration No. 115187W) as Statutory Auditors of the Company for till the conclusion of the upcoming General Meeting. However, due to the non-availability expressed by M/s. Pulindra Patel & Co. for his re - appointment, the Board of Directors, on the recommendation of the audit Committee, proposes to Appoint M/s. Singhvi & Sancheti, Chartered Accountants as the Statutory Auditors of the Company from the Conclusion of this AGM till the sixth consecutive AGM subject to ratification by the Shareholders every year under the provisions of Section 139 of the Companies Act, 2013. The Company has obtained a certificate from M/s. Singhvi & Sancheti, Chartered Accountants that their appointment, if made will be within the limits as specified under the Companies Act, 2013. Auditor's report is self explanatory and therefore does not require further comments and explanation. 25) REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS: In terms of clause 49 of Listing Agreement with the Stock exchange, a separate report on the Corporate Governance practices followed by the Company together with a certificate from the Company's Statutory Auditors confirming compliance with clause 49 forms an integral part of this report as Annexure - D. Further the Management's Discussion and Analysis Report for the year under review, as stipulated under revised clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure - E to this report. 26) PARTICULARS OF EMPLOYEES The details required to be disclosed in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, regarding the remuneration etc forms part of this report as Annexure - F. 27) INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: Presently, the compliance with respect to the Sexual Harassment of Woman at the workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable to the Company as there is no woman employee (permanent, contractual, temporary, trainees) employed in the Company. 28) ACKNOWLEDGMENTS: Your Directors wish to place on record their sincere appreciation of the efforts and dedicated service of all employees, which contributed to the continuous growth and consequent performance of the Company. Your Directors wish to place on record their gratitude for the valuable assistance and cooperation extended to the Company by the Governments, Partners, banks, institutions, investors and customers. For and on behalf of the Board of Directors Sd/- Mitesh Jain Managing Director (DIN: 05318530) Place: Mumbai Date: 25th August, 2015 |