TO THE MEMBERS
Your Directors present the Twenty Eighth (28th) Annual Report together with
the Audited Statement of Accounts of the Company for the year ended March 31, 2013.
The Financial Results of the Company for the year ended March 31, 2013 are summarised
below for your consideration:-
||Year ended March 31, 2013
||Year ended March 31, 2012
|Profit / (Loss) before taxation, interest, depreciation and provisions
|Depreciation including impairment
|Profit / (Loss) before provision for non performing assets & tax
|Provision for non performing assets written back
|Profit / Loss for the year
|Profit / Loss brought forward
|Accumulated Losses brought forward from MGF Services Limited
|Total Profit / Loss
|Transferred to Statutory Reserves u/s 45-1C of the RBI Act, 1934
|Balance carried forward to Balance Sheet
REVIEW OF OPERATIONS
The company is focusing its attention in recovery of the dues from the customers. The
management is confident that with the maximum recovery, the funds generated will be
deployed to earn better yield on investments.
In view of accumulated losses, the Board has not recommended any dividend for the year
The company continues to hold the certificate issued by Reserve Bank of India in
Category "B" as Non Accepting Deposits Non Banking Finance Company.
COMPLIANCE OF CLAUSE 31(a) OF THE LISTING AGREEMENT.
In terms of clause 31(a) of the listing agreement. Form `A` duly signed by the Director
& CEO, CFO, Chairman Audit Committee & Statutory Auditor of the Co. would be filed
with the Stock Exchange alongwith the copy of annual reports.
Auditors` Observations-FORM A
(i) Emphasis of matter in the Independent Audit Report.
The Company has discontinued fresh hire purchase/ leasing business. The management is
of the view that the realization of the assets will be sufficient to pay off its entire
liabilities. In view of the above the financial statements have been prepared on the
assumption that the Company will continue as a going concern.
It has been suitably explained in Note-21 of Notes on Accounts
(ii) Non Compliance of Prudential Norms
There is non compliance of the provisions of Non Banking Financial Companies Prudential
Norms (Reserve Bank) Directions, 1998 with regard to maintenance of Credit Concentration/
Investments Norms in respect of lending to one of the company where these are exceeding
Although the net worth is positive but on account of accumulated losses this has a
consequencial effect. There is non -compliance of the provision of Non Banking Financial
Companies Prudential Norms (Resurve Bank) Directions, 1998.
REPORT ON CORPORATE GOVERNANCE
A detailed report on Corporate Governance together with Management Discussions and
Analysis Report has been included separately in Annexure `A` and `B` respectively which
forms part of the Director`s Report.
DIRECTORS` RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES
The Directors confirm that:
i) I n the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures from the applicable accounting
ii) The Directors have 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 for the company as at the end of financial year ended
March 31, 2013 and of the Loss of the Company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act,1956
for safeguarding the assets of the company and for preventing and detecting fraud and
iv) The statement of accounts for the year ended March 31,2013 have been prepared on a
Going Concern Basis.
In accordance with the requirements of Section 256 of the Companies Act, 1956 and the
Articles of Association of your company, Shri Raiv Gupta, Director and Shri Arun Mitter,
Director retire by rotation and being eligible, offer themselves for re-appointment.
PARTICULARS OF EMPLOYEES
There are no employees in receipt of remuneration which, inter-alia, requires the
company to furnish the particulars of employees as required by Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees), Rules, 1975.
Members who have not yet got their shares dematerialized, are requested to opt for the
same in their own interest and send their certificate through Depository Participants(s)
with whom, they have dematerialized account, to the Company`s Registrar and Transfer
Agents, M/s Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan Extension, New
Further The Securities and Exchange Board of India(SEBI) has mandated the submission of
Permanent Account Number(PAN) by every participant in securities market. Members holding
shares in electronic form are, therefore, requested to submit the PAN to their Depository
Participants with whom they are maintaining their Demat Accounts. Members holding shares
in physical form can submit their PAN details to the company.
M/s S.N. Dhawan & Co., Chartered Accountants, Statutory Auditors, retire and are
eligible for re-appointment. A certificate under Section 224(1B) of the Companies Act,
1956, has been obtained.
Secretarial audit for the year 2012-2013 was carried out by, Practicing Company
Secretary. The said secretarial unqualified audit report forms part of this Annual Report.
The secretarial audit report confirms that the company has complied with all the
applicable provisions of the Companies Act, 1956, Depositories Act, 1956, Listing
Agreements with the Stock Exchanges, Securities Contracts(Regulations) Act, 1956 and all
the regulations of SEBI as applicable to the company, including the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 and the Securities and Exchange Board of India (Prohibition of Insider Trading)
COMPLIANCE BY THE COMPANY
The company has complied with the requirements of the Stock Exchange, SEBI and other
statutory authorities on all matters relating to the capital markets during the last three
years. No penalties or strictures have been imposed on the company by the Stock Exchange,
SEBI or any other statutory authorities relating to the above.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors of the Company has adopted a Code of Conduct for Directors and
Senior Management and the same is available on the website of the Company i.e. www.indialease.com
E-mail ID FOR INVESTOR`S GRIEVANCES
In compliance of sub clause (f) to the Clause 47 of the Listing Agreement, the company
has designated an e-mail address i.e. email@example.com of the grievance
redressal division/compliance offer exclusively for the purpose of registering complaints
In case, any of the members wish to avail facility of Nomination, Form (Form 2B)
alongwith instructions, they are requested to send the duly completed form to the
Registrars of the Company and/or at the Registered Office of the Company.
The CEO and the CFO of the Company have certified to the Board with regard to the
compliance made by them in terms of Clause 49(V) of the Listing Agreement.
CONSOLIDATION OF FOLIOS AND AVOIDANCE OF MULTIPLE MAILING
Members who may have more than one folio in their individual name or jointly with other
persons mentioned in the same order, are requested to write to the Registrars and Share
Transfer Agents indicating the folio numbers for consolidation of similar holdings under
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO.
In terms of the requirements of Clause (e) of sub section (1) of Section 217 of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, the particulars are given as under:-
||Being a finance company, the same is not applicable
|b) Conservation of Energy
|c) Transactions in Foreign Currency
|a) Expenditure in Foreign Currency
|i) Repayment of Foreign Currency Loan
|ii) Interest on Foreign Currency Loan
|iii) Travelling Expenses
|b) Shares held by Non Resident
|No. of Shareholders
Directors place on record their thanks for the assistance and co-operation received
from Banks and all other customers for their continued support and patronage.
Your Directors also wish to place on record the dedicated and devoted services rendered
by all personnel of the Company.
||By Order of the Board of Directors
||For India Lease Development Limited
|Place : New Delhi
|Date : May 30, 2013