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Helpage Finlease Ltd.

BSE: 539174 Sector: Financials
NSE: N.A. ISIN Code: INE738P01015
BSE 00:00 | 24 Apr 2020 Helpage Finlease Ltd
NSE 05:30 | 01 Jan 1970 Helpage Finlease Ltd

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OPEN 17.25
PREVIOUS CLOSE 17.50
VOLUME 1
52-Week high 39.50
52-Week low 17.25
P/E 26.95
Mkt Cap.(Rs cr) 17
Buy Price 18.15
Buy Qty 10.00
Sell Price 17.80
Sell Qty 1.00
OPEN 17.25
CLOSE 17.50
VOLUME 1
52-Week high 39.50
52-Week low 17.25
P/E 26.95
Mkt Cap.(Rs cr) 17
Buy Price 18.15
Buy Qty 10.00
Sell Price 17.80
Sell Qty 1.00

Helpage Finlease Ltd. (HELPAGEFINLEASE) - Director Report


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Company director report

Dear Members

Your Directors take pleasure in presenting the 37th Annual Report of the Company alongwith the Audited Accounts for the year ended 31st March 2019

1. Financial Highlights

(In Rs.)
Particular 2018-2019 2017-2018
Revenue 22062903 8320944.00
Other Income 7205 500.54
Less: Total Expenditure 16681859.83 7577571.38
Net Profit/(Loss) before Tax & Depreciation (PBDT) 5388248.17 743873.16
Less: Depreciation 843871.31 79097.77
Net Profit/(Loss) after Depreciation before Tax (PBT) 4544376.86 664775.39
Less: Provision for Income Tax-Current 1147500 50468.41
Deferred Tax 34082 120722
Profit after Tax 3362794.86 493584.98
Statutory Reserves 1503887.04 473015.04

2. Dividend

The Board of director of your Company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any dividend for theyear under review.

3. Public Deposits

The Company has not accepted any public deposits during the year under review and itcontinues to be a Non- deposit taking Non-Banking Financial Company in conformity with theguidelines of the Reserve Bank of India and the Companies (Acceptance of Deposits) Rules2014.

4. Review of Operations

During the year under review your Company achieved a turnover of INR. 22070108/- asagainst INR 8321444.54/- in the previous year. The profit before tax stands at INR.4544376.86/- as against INR. 664775.39/- in the previous year.

5. Transfer to General Reserve

The Company proposes to transfer INR 2331922.86/- (INR Twenty-Three Lakh Thirty-OneThousand Nine hundred and Twenty-two rupees and Eighty-Six paisa.) to the general reserveout of the amount available for appropriation.

6. Subsidiaries Joint Venture or Associate Companies

S. No Name of the Company Percentage of Shareholding Type
1. NIL NA NA

7. Capital Structure

a) Share Capital

i. Authorized Share Capital:

There is no change in the authorized capital of the Company during the year. Currentauthorized capital is Rs. 110000000/-(Eleven crore only) divided into 11000000 (Onecrore Ten lakh) equity shares of Rs. 10/- each.

ii. Issue Subscribed and paid up capital:

There is no change in the subscribed share capital of the Company during the year. Thepaid-up share capital of the Company is Rs. 99475000/- (Nine Crore Ninety-Four LakhSeventy-Five thousand only) divided into 9947500 (Ninety-Nine lakh Forty-Seven thousandFive hundred) equity shares of Rs. 10/- each.

b) Buy back of securities

The Company has not bought back any of its securities during the year under review.

c) Bonus Shares

No bonus shares were issued during the year under review.

d) Issue of Equity Shares under ESOP

No Equity shares under ESOP shares were issued during the year under review.

8. Directors & Key Managerial Personnel (KMP)

The Composition of Board of directors of the Company is in conformity with theprovisions of the Companies Act 2013 ("the Act") and the Listing Regulationsas amended from time to time. The Board of Directors at present comprises of 5 directorsout of which 3 are Independent Directors. The Board's actions and decisions are alignedwith the Company's best interests. It is committed to the goal of sustainably elevatingthe Company's value creation. The Board critically evaluates the Company's strategicdirection management policies and their effectiveness.

The Chairman being Executive Director one half of the strength of the Board comprisesof the Independent Directors.

i. Composition:

Name of the Director Designation Category
Mr. Sidharth Goyal Managing Director & Chief Financial Officer Promoter Executive
Mr. Ashok Kumar Director Independent
Mr. Dilip Kumar Jain Director Independent
Ms. Ananyaa Pandey Women Director Non-Independent
Mr. Sushil Kumar Independent Director Non-Executive Independent

ii. Re-appointment of Managing Director

Mr. Sidharth Goyal had been appointed as Managing Director of the Company with effectfrom 2nd September 2014 for a period of 5 years and his term of office is due to expireon 1st September 2019.

In view of the provisions of Sections 196 197 203 and any other applicableprovisions of the Companies Act 2013 the Shareholders' consent is required for there-appointment of Mr. Sidharth Goyal as the Managing Director of the Company. The Board ofDirectors of the Company (the ‘Board') at its meeting held on 14th August 2019 hassubject to the approval of the Shareholders reappointed Mr. Sidharth Goyal for a furtherperiod of 5 years from 1st September 2019 and the Board recommends the appointment of Mr.Sidharth Goyal as Managing Director of the company.

The brief profile of Mr. Sidharth Goyal Managing director who is to be re-appointedform part of the notes and explanatory statement to the notice of the ensuing AnnualGeneral Meeting.

iii. Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 Ms.Ananyaa Pandey retires by rotation and being eligible has offered herself forre-appointment.

The brief profile of Ms. Ananyaa Pandey director who is to be re-appointed form partof the notes and explanatory statement to the notice of the ensuing Annual GeneralMeeting.

iv. Statement on declaration given by Independent Directors

The Board of the Company consist of three independent directors and all the IndependentDirectors have given the declaration that they meet the criteria of independence asprovided in section 149 (6) of the Companies Act 2013.

In compliance with Schedule IV to the Companies Act 2013 and regulation 25(3) of theSEBI Listing Regulations 2015 the independent directors held their separate meeting on05 November 2018 without the attendance of non-independent directors and members ofManagement inter alia to discuss the following:

I. review the performance of non-independent directors and the Board as a whole;

II. review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors;

III. assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

v. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Regulation the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees. The manner in which the evaluation has been carried outhas been explained hereunder.

The evaluations is based on questionnaire prepared which assessed the performance ofthe Board on select parameters related to roles responsibilities and obligations of theBoard and functioning of the Committees including assessing the quality quantity andtimeliness of flow of information between the company management and the Board that isnecessary for the Board to effectively and reasonably perform its duties. The evaluationcriteria for the Directors were based on their participation contribution and offeringguidance to and understanding of the areas which are relevant to them in their capacity asmembers of the Board.

vi. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

The objective and broad framework of the Remuneration Policy is to consider anddetermine the remuneration based on the fundamental principles of payment forperformance for potential and for growth. The Remuneration Policy reflects on certainguiding principles of the Company such as aligning remuneration with the long-terminterests of the Company and its shareholders promoting a culture of meritocracy andcreating a linkage to corporate and individual performance and emphasizing onprofessional competence and market competitiveness so as to attract the best talent. Italso ensures the effective recognition of performance and encourages a focus on achievingsuperior operational results.

The Nomination and Remuneration Committee recommends the remuneration of Directors andKey Managerial Personnel which is then approved by the Board of Directors subject to theapproval of shareholders wherever necessary. The level and composition of remunerationshall be reasonable and sufficient to attract retain and motivate the directors keymanagerial personnel and other employees of the Company required to run the Companysuccessfully.

vii. Number of Meetings

During the financial year 2018-19 the Board met Seven (7) times: 29.05.201812.06.2018 10.08.2018 20.08.2018 13.11.2018 22.01.2019 26.03.2019. The necessaryquorum was present at all the meetings.

Each Director informs the Company on an annual basis about the Board and BoardCommittee positions he occupies in other companies including Chairmanships and notifieschanges during the term of their directorship in the Company. None of the Directors on theBoard are Members of more than ten Committees or Chairman of more than five Committeesacross all the public companies in which they are Directors. Other directorships do notinclude alternate directorships and companies incorporated outside India. Chairmanships /Memberships of Board Committees include only Audit and Stakeholders RelationshipCommittees.

Details of attendance of Directors in the Board meeting during the financial year2018-19 are as under:

Name of the Director No. of Board Meeting Attendance at the Board Meeting Whether attended Last AGM
Mr. Sidharth Goyal 7 7 Yes
Mr. Ashok Kumar 7 4 Yes
Mr. Dilip Kumar Jain 7 7 Yes
Ms. Ananyaa Pandey 7 7 Yes
Mr. Sushil Kumar 7 7 Yes

viii. Key Managerial Personnel

The Details of Key Managerial Personnel of the company are mentioned below:

• Mr. Sidharth Goyal Managing Director & Chief Financial Officer.

• Ms. Charu Chawla (Membership No.: A58817) was appointed as Company Secretary& Compliance Officer w.e.f. 3rd June 2019 in place of Ms. Priya Chhabra whoresigned on 18th May 2019.

9. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm thefollowing:

• that in the preparation of the Annual Accounts for the year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

• that the directors have selected such accounting policies and applied themconsistently and made judgement and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the Company for that period.

• that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

• that the directors have prepared the annual accounts on a 'going concern' basis.

• that the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.

• that the systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

10. Committees of Board of Directors

The Board has constituted the Committees of the Board with specific terms of referenceas per the requirements of the SEBI Listing Regulations and the Companies Act 2013.

A. Audit Committee

B. Stakeholders Relationship Committee

C. Nomination and Remuneration Committee

D. Risk Management Committee

The Board is responsible for constituting assigning co-opting and fixing the terms ofreference for members of various committees.

A. Audit Committee

Composition

A qualified and Independent Audit Committee has been re-constituted by the Board incompliance with the requirements of Regulation 18 of SEBI Listing Regulations read withSection 177 of the Act. During the period under review the Board of Directors of theCompany accepted all the recommendations of the Audit Committee. The Audit Committeecomprises of the following Directors:

During the period under review the Audit Committee met 4 times.

Name of the Director Category
Mr. Dilip Kumar Jain Chairman (Non-Executive Independent)
Mr. Ashok Kumar Member (Non-Executive Independent)
Mr. Sidharth Goyal Member (Executive Non independent)
Mr. Sushil Kumar Member (Non-Executive Independent)

B. Nomination and Remuneration Committee

Composition

The Nomination and Remuneration Committee has been re-constituted pursuant to theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI ListingRegulation The Company complies with the provisions relating to the Nomination andRemuneration Committee in terms of Regulation 19 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 as well as in terms of the provisions ofSection 178 of the Companies Act 2013. As at 31.03.2019 the Nomination and RemunerationCommittee consists of four Non-Executive Directors.

The Nomination and Remuneration Committee comprises of the following Directors:

Name of the Director Category
Mr. Ashok Kumar Chairman (Non-Executive Independent)
Mr. Dilip Kumar Jain Member (Non-Executive Independent)
Ms. Ananyaa Pandey Member (Non-Executive Non-Independent)
Mr. Sushil Kumar Member (Non-executive Independent)

The Company Secretary acts as the Secretary of the committee.

There was One Meeting of Remuneration Committee held during the Financial Year 2018-19.

C. Risk Management Committee

The Board has constituted the Risk Management Committee as per the requirements of theCompanies Act 2013 along with applicable Rules and requirements of the ListingRegulations.

The Risk Management Committee lays down procedures

A) To inform Board members about the risk assessment and minimization procedures.

B) Framing implementing and monitoring the risk management plan for the company.

C) Any other matter that may be entrusted to the Committee by the Board.

The frequency agenda duration etc. for meetings of Risk Management Committee shallbe as set by the Chairman of the Committee. The Company has established effective riskassessment and minimization procedures which are reviewed by the board periodically. Theprocedures comprise of an in-house exercise on Risk Management carried out periodicallyby the Company including the functioning of a structure to identify and mitigate variousrisks faced by the Company from time to time.

Names of Members Category No. of meetings attended
Mr. Dilip Kumar Jain Chairman 1
Mr. Ashok Kumar Member 1
Ms. Sidharth Goyal Member 1
Mr. Sushil Kumar* Member 1

The structure also comprises of risk identification and assessment by the concerneddepartments identification of controls in place/ mitigation process in place updating ofrisk registers by various departments if required. These reports are consolidated andpresented by the Chairman to the Board of the Company. Your Company adopts the methodsand process to assess and analyze risk holistically identifies all compliancerequirements and proactively develops measures to comply with such requirements. YourCompany by identifying and proactively addressing risks and opportunities protects andcreates value for stakeholders including owners employees customers regulators andsociety overall. A detailed report on risk management is provided herewith in this AnnualReport.

D. Stakeholders Relationship Committee

The Board has reconstituted the Shareholders/Investors Grievance Committee as per theprovision of section 178 of chapter XII of Companies Act-2013 and as per Regulation 20SEBI (Listing Obligations and Disclosure specifically Requirements) Regulations 2015 tolook into the redressal of Shareholders complaints.

Composition

The Stakeholders Relationship Committee comprises of the following Directors:

Name of the Director Category
Mr. Dilip Kumar Jain Chairman (Non-Executive Independent)
Mr. Ashok Kumar Member (Non-Executive Independent)
Mr. Sidharth Goyal Member (Executive Non-Independent)
Mr. Sushil Kumar Member (Independent)

The Company Secretary acts as the Secretary of the committee.

The Stakeholders Relationship Committee met one time during the year under review on27th February 2019 to consider and approve the request for transfer of equity sharesreceived from the shareholders of the Company.

There were no investor's complaints pending as on 31st March 2019.

11. Accounting treatment in preparation of financial statements

The guidelines/ accounting standards laid down by the Institute of CharteredAccountants of India (ICAI) and prescribed under Section 133 of the Companies Act 2013have been followed in preparation of the financial statements of the Company in allmaterial respects.

12. Risk Management

Your Company has laid down procedure to inform Board Members about the risk assessmentand minimization procedures. These procedures are being periodically reviewed to ensurethat management controls risk through the means of properly defined framework of theCompany.

13. Particulars of Loans Guarantees given and Investments made by the Company

The information related to Loans Guarantees given and Investments made by the Companycovered under the provisions of Section 186 of the Companies Act 2013 and Companies(Meetings of Board and its Power) Rules 2014 are given in the notes to the FinancialStatements.

14. Corporate Social Responsibility (CSR)

In terms of the Section 135 of Companies Act 2013 the provisions of Corporate SocialResponsibility (CSR) shall not apply.

15. Vigil Mechanism

The company has adopted Vigil Mechanism policy with a view to provide a mechanism forthe directors and employees of the Company to report genuine concerns. The provisions ofthis policy are in line with the provisions of the Section 177(9) and (10) of theCompanies Act 2013.

16. Auditors

i. Statutory Auditors

In pursuant to the provisions of Section 139 of the Companies Act 2013 and Companies(Audit and Auditors) Rules 2014 the company has appointed M/s KASG & Co. (CharteredAccountants) FRN: 02228C as the Statutory Auditor of the Company from the conclusion ofAnnual General Meeting held in the year 2018 for the term of (4) four financial Years. TheAuditor's report for the year ended 2018-19 has been attached.

ii. Reporting of frauds by Auditors

As per provision of Section 143 (12) of the Companies Act 2013 the statutory auditorhas not reported any instances of fraud by the Company by its officers or employees.

iii. Explanations or comments of the board on every qualification reservation oradverse remark made by the auditor in his report.

There are no qualifications reservations or adverse remarks made by the Auditors intheir report. However the auditor advice to comply as per the requirements of the law andmaintain the records as per the provisions of the Companies Act 2013

iv. Audit Observations

Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.

v. Secretarial Auditor

In pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. Anita Aswal Practicing Company Secretary (CP No.: 13883 ACS: 37019) toundertake the Secretarial Audit of the Company for the F.Y. year 2018-2019. The Report ofthe Secretarial Audit is annexed as "Annexure I".

vi. Internal Auditor

M/s Gupta Pardeep & Co. Chartered Accountants (FRN: 031803N) was appointed asInternal Auditors of the company from the conclusion of Annual General Meeting held in theyear 2018 who is responsible for performance of duties as internal auditors of the companyand their report will be reviewed by the audit committee from time to time.

17. Extract of the Annual Return

The details forming part of Annual Return in form MGT-9 is annexed as "Annexure-II"

18. Particulars of Employees

The information required under Section 197 of the Act read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 and the ratio of Remuneration of Each DirectorChief Financial Officer Company Secretary of the Company for the FY 2018-2019 is enclosedas "Annexure-III".

19. Related Party Transaction

During the year all contracts/arrangements/transactions entered by the Company withits related parties were in ordinary course of business and on arms' length basis and thusthe provisions of Section 188 of the Companies Act 2013 and the rules made there underare not attracted.

In this regard there are no materially significant related party transactions made bythe Company with Related Parties in compliance with Section 188 (1) and Section 134 (3)(h) read with Rule 8 (2) of the Companies (Accounts) Rules 2014 of the Companies Act2013.

Further the disclosure in form AOC-2 as provided in terms of section 134 of theCompanies Act 2013 is enclosed at "Annexure IV".

20. Conservation of Energy Technology Absorption & Foreign Exchange Earnings andOutgo

As the Company is not engaged in the manufacturing activity the prescribed informationregarding compliance of rules relating to conservation of Energy and Technology absorptionpursuant to Section 134 (3) (m) of the Companies Act 2013 read with Rule – 8 (3) ofthe Companies (Accounts) Rules 2014 is not provided.

The Company does not have any Foreign Exchange Earnings and outgo in the year underreview.

21. Management Discussion and Analysis Report

Management Discussion and Analysis Report is provided as a separate section in theannual report. The Report Management Discussion and Analysis is annexed as "AnnexureV".

22. Internal Control System and Compliance Framework

The Company possesses adequate internal controls to ensure that all assets areprotected against loss from unauthorized use or disposition and that all transactions areauthorized recorded and reported correctly. An efficient Internal Audit departmentmonitors adherence to these controls. Statutory auditors also present their suggestions tothe appropriate committees of directors for improvements in control and compliance.

23. Significant and Material Orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

24. Disclosure about the applicability of Cost Audit specified by the centralgovernment under section 148 of the Companies Act 2013.

The provision of the section 148 of the Companies' act 2013 read with Rules 14 of theCompanies (Audit & Auditors) rules 2014 is not applicable to the company.

25. Statement pursuant to Listing agreements:

The Company's securities are listed with Bombay Stock Exchange (BSE) Limited. TheAnnual Listing Fees for the year 2018-2019 has been paid by the Company in time and therewere no arrears reported for the year under review.

26. Listing Obligation and disclosure requirements

In Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis ReportDeclaration regarding Non-applicability of Corporate Governance Report and ManagingDirector's declaration confirming compliance with the Code of Conduct has been made partof this report.

27. RBI Compliances

The Company is doing its business in conformity with the guidelines issued by RBI fromtime to time related to NBFC's.

28. Compliance with the Secretarial Standards:

The Company has complied with all the Secretarial Standards on Board Meetings andGeneral Meetings issued by the Institute of Company Secretaries of India (ICSI).

29. General Disclosures

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

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company

3. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

4. No change in nature of business.

5. There were no material changes and commitments affecting the financial position ofthe Company between the end of financial year and the date of the Report.

30. Acknowledgement

Your directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the company to remain an industry leader.

The Board places on record its appreciation for the support and co-operation yourcompany has been receiving from its suppliers distributors business partners and othersassociated with it as its trading partners. Your Company looks upon them partners in itsprogress and has shared with them the rewards for growth. It will be your companyendeavour to build and nurture strong links with the trade based on mutuality of benefitsrespect for co-operation with each other consistent with consumer interests.

Your Directors also take this opportunity to thank all shareholders clients vendorsbanks Government and Regulatory Authorities and Stock exchanges for their continuedsupport.

The Company operates only in a single segment of Business and as such no separatesegment reporting is required.

By the order of Board
For Helpage Finlease Limited
Sd/- Sd/-
Place: Delhi Ashok Kumar Sidharth Goyal
Date:14th August 2019 Director Managing Director
DIN: 02641654 DIN: 02855118


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