Bhagyashree Leasing & Finance Ltd Directors Report.

To

The Members of

Bhagyashree Leasing and Finance Limited Pune

Your Directors present the 25th Annual Report together with the Audited Financial Statements of the Company for the year ended on 31st March 2019.

Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise, and thus certain information which is required in Directors Reports clubbed elsewhere and has to be read as a part of directors report.

FINANCIAL RESULTS:

The financial results of the Company for the year under review as compared to the previous year are as under:

Particulars 2018-19 2017-18
Amount (Rs.) Amount (Rs.)
Total Income - -
Depreciation - -
Other Expenses 5,47,779 21,36,575
Total Expenses 5,47,779 21,36,575
Profit/(Loss) before tax (5,47,779) (21,36,575)
Less: provision for taxes - -
Profit after tax (5,47,779) (21,36,575)
Amount/loss available for Appropriation which the Directors have appropriated as follows - -
a) Proposed Dividend - -
b) Transfer to General Reserve - -
Balance (loss) carried to Balance Sheet (5,47,779) (21,36,575)
Earnings Per Share [Nominal Value Rs. 10/-] (0.16) (0.61)

PERFORMANCE OF THE COMPANY

During the year under review, there is no revenue from the main business activity of the Company;

Your directors are positive that in the foreseeable future the company will begin its operations and establish itself in the market as soon as possible.

STATE OF COMPANYS AFFAIRS:

The Company has not earned any income during the financial year under review. Total Expenses incurred during the year was Rs. 547,779/- due to which the Company incurred total loss of Rs. 547,779/-. The Company is looking forward to good opportunities in the near future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY,

The Company has not changed its nature of business during the period under review i.e. Financial Year 2018-19.

DIVIDEND & RESERVES:

DIVIDEND:

In the absence of profits, your Directors are unable to recommend dividend for the period under review.

RESERVES:

The Company does not transfer any amount to reserves.

The Company has Balance in its Reserves as follows-

Reserves Amount (in Rs. actual)
Capital Reserves 9,70,000
Statutory Reserves 20,168

DEPOSITS:

During the year under report, your Company has not accepted any deposit from the public pursuant to the provisions of Section 73 to 76A of the Companies Act, 2013.

SHARE CAPITAL

a. Authorised Shares Capital

There were no changes in the Authorised Share Capital of the Company during the year under review.

The authorised share capital as on 31st March 2019 was Rs. 35,100,000 comprising of 3,510,000 equity shares of Rs. 10 each.

b. Issued, Subscribed and Paid-up Share Capital

There was no change in the Paid-up Share Capital of the Company during the year under review.

The Paid-up share capital as on 31 March 2018 was Rs. 35,001,000 comprising of 3,500,100 equity shares of Rs. 10 each.

During the year under consideration, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has granted any stock options or sweat equity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition of the Board of Directors:

Pursuant to the provisions of Section 152 (6) (C) of the Companies Act, 2013, Mr. Rajas Jain (DIN- 00037599) Director is liable to retire by rotation and being eligible offer himself for re-appointment.

Mr. Ameya Jain (DIN- 01947076), Mr. Mangesh Gulunjkar (DIN- 01962182), Mr. Ashok Palesha (DIN- 02932035), Mr. Harish Chopada (DIN - 03073873) and Smt. Ranjana Jain (DIN - 00035305) are not liable to retire by rotation.

There is no change in the Composition of the Board during the reporting period.

KEY MANAGERIAL PERSONNEL

Mr. Rajas Jain is a Chief Executive Officer and Mr. Ameya Jain is a Chief Financial Officer of the Company.

b) Committees of the Board:

The Board of Directors have constituted following committees in order to effectively cater its duties towards diversified role under the "the Act" and Equity Listing Agreement with the Stock Exchange and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"):

- Audit Committee;

- Stakeholders Relationship Committee;

- Nomination and Remuneration Committee;

Details of the constitution, terms of references of each Committee and number of meetings attended by individual director, etc. are provided in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149(6) of the Act as amended and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), as amended.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking a due assessment of the veracity of the same as required under Regulation 25 of the SEBI Listing Regulations.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution, and performance of specific duties, obligations, and governance. The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL REVIEW:

Your Company is a private sector Non-Banking Financial Company (NBFC) primarily involved in the business of leasing and hire purchase financing and financial services.

The Company has not earned any income during the financial year under review. Total Expenses incurred during the year was Rs. 547,779/- due to which the Company incurred a total loss of Rs. 547,779/-.

BUSINESS REVIEW:

The operations of the Company continue to be focused on Investment. The Directors are very much optimistic about further improvement in performance during the current year.

RISK AND CONCERNS:

Your Company is exposed to competitive, business and environmental risks including interest rate volatility, economic cycles, market risk, and credit risk. Your Directors are managing these risks by maintaining a conservative financial profile and by following prudent business and management practices.

ADEQUATE AND INTERNAL CONTROL:

A proper and adequate system of internal controls has been set up by the company to ensure that all activities are monitored and controlled against any unauthorized use or disposition of assets. Further, it has been ensured that all the transactions are authorized, recorded and reported correctly.

HUMAN RESOURCE DEVELOPMENT:

The Company has not appointed any employee in this financial year.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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 as at March 31, 2019, and of the profit and loss of the Company for the year ended on that date;

iii) that the Directors have 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;

iv) The annual accounts have been prepared on a going concern basis;

v) That 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; and

vi) That 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.

AUDITORS:

a) STATUTORY AUDITORS

M/s. RSVA & Co., Chartered Accountants (Firm Registration No. 110504W) were appointed as auditors at the AGM held on 30th September 2014 for the 2nd Five years term. In terms of their appointment they are holding the office of the auditors up to the conclusion of the 25th AGM and hence, would retire at the conclusion of the forthcoming AGM on the completion of two consecutive terms of 5 years.

As per the Companies Act 2013, the Company needs to appoint a new auditor when the existing auditors firm has completed two terms of five consecutive years.

Accordingly, as per the said requirements of the Act, M/s. M D S & Co. LLP, Chartered Accountants (FRN W100118) are proposed to be appointed as auditors for a period of 5 years, commencing from the conclusion of 25th AGM till the conclusion of the 30th AGM.

M/s. M D S & Co. LLP, Chartered Accountants (FRN W100118) have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors have recommended the appointment of M/s. M D S & Co. LLP, Chartered Accountants (FRN W100118), as statutory auditors of the Company from the conclusion of 25th AGM till the conclusion of the 30th AGM, to the shareholders.

EXPLANATION TO AUDITORS REMARKS

The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

b) SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. SNA & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit is annexed as ANNEXURE - 1.

Reserved Remarks in the Secretarial Report:

(i) According to the documents, papers, correspondences shown to us, Five Lacs Shares out of the total paid-up capital of the company are pending for listing at BSE Ltd.

(ii) All the information which is required be displayed/uploaded on the companys website under the listing agreement could not be availed as the company has not developed its own website.

Directors Reply:

(i) The Company had filed an application with BSE for listing of 500,000 Equity shares in 2001. In 2013, the Company received directives from BSE Ltd to obtain an order from Securities and Exchange Board of India (SEBI) for compounding of offence occurred while issue of 500,000 Equity Shares. Accordingly, the company has filed compounding application with Securities and Exchange Board of India (SEBI) and has received the order. The Company has applied with BSE Limited for the listing of the same and is in process.

(ii) The company is under process to develop its own website.

c) COST AUDIT

As per the Cost Audit Rules, Cost Audit is not applicable to any of the Companys products/ business of the Company for F.Y. 2018-19.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

INTERNAL AUDIT & CONTROLS:

The Company is in process of appointing internal auditors of the Company. However, the finance department reviews the processes for safeguarding the assets of the Company also review the operational efficiency, the effectiveness of systems and processes, and assessing the internal control strengths in all areas.

RISK MANAGEMENT POLICY:

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

CODE OF CONDUCT COMPLIANCE:

A declaration signed by the Director affirming compliance with the Companys Code of Conduct by the Directors and Senior Management for the Financial Year 2018-19 as required under Schedule V (D) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report.

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 marked as ANNEXURE-2.

CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance.

As per regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance together with certificate from M/S RSVA & Co., Chartered Accountants and CS Smita Jaju, Practicing Company Secretary is provided in Corporate Governance Report which forms part of this Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments 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 this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adopted adequate procedures for ensuring internal financial controls. The Company adheres best practices for safeguarding its assets, the prevention, and detection of frauds and errors and timely preparation of reliable and accurate financial information.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition, and redressal of complaints related to sexual harassment of women at the workplace. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act.

During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the reporting period, the Company has not entered into any related party transaction, hence the disclosure in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, your Company has not advanced any loan, given any guarantee or made investments, which falls under Section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to form CSR committee as it does not fall under the category of CSR. Also, the Company is not required to incur any expenditure towards CSR as it has incurred loss for the last 3 financial years. Therefore, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

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 (IEPF).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy and Technology Absorption:

Considering the nature of the business there is nothing to be reported under the head conservation of energy and technology. Nevertheless, the Company is taking a due care to control unnecessary usage of electricity.

Foreign Exchange Earnings and Outgo:

The Company has neither earned nor spent any foreign exchange during the year.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint venture/associate company at the end of the financial year. Hence the details pursuant to the provision of Section 129(3) need not be given.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

ACKNOWLEDGMENT:

Your Directors have placed on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company.

On behalf of the Board of Directors of
BHAGYASHREE LEASING AND FINANCE LIMITED
Date: May 30, 2019
Place: Pune
RAJAS JAIN AMEYA JAIN
DIRECTOR & CEO : DIN: 00037599 DIRECTOR & CFO : DIN: 01947076
Parv Plot No D/49 Clover Pinnacle Ridge CHS SR No SR. NO. 5, Flat D, Queens Garden GEN
36, NIBM Road, Near Bizzbaymall, Kondhwa KHU Vaidya Marg, Camp Pune 411001 MH IN
Pune 411048 MH IN