To
The Members
Ekam Leasing and Finance Co. Limited
Your Directors are pleased to have this opportunity to present the 32ndAnnual Report of the Company together with the Standalone and Consolidated Audited Financial Statements of the Company for the year ended March 31, 2025.
FINANCIAL RESULTS
(Amount in Lacs)
Standalone |
Consolidated |
|||
Particular |
2023-24 |
2024-25 |
2023-24 |
2024-25 |
Revenue from operations |
65.17 |
33.95 |
65.17 |
33.95 |
Other Income |
57.48 |
0.71 |
55.04 |
6.51 |
Total Expenditure |
54.64 |
155.11 |
42.73 |
139.70 |
Profit / (Loss) before Tax & Provision for NPA |
68 .01 |
-120.45 |
87.48 |
-99.24 |
Provision for Tax |
||||
Net Profit / (Loss) |
49.40 |
-112.81 |
63.36 |
-97.10 |
Add/(Less):Other Comprehensive Income (net of taxes) |
||||
Total Compr ehensive Income/ (Expenses) for the year |
49.40 |
-112.81 |
63.36 |
-97.10 |
DIVIDEND
Keeping in view the Loss-during the Financial Year and overall financial position of the Company, the board has not recommended any dividend for the financial year ended 31st March 2025.
COMPANY
S PERFORMANCEDuring the year under review, the Company has incurred loss of Rs. (112.81) Lacs as against profit of 49.40 Lacs during the previous year. (On a standalone basis).
On consolidated basis, revenue for FY 2024-25 stood at Rs. 40.46 Lacs as against Rs. 130.21 Lacs during the previous year.
HUMAN RESOURCE DEVELOPMENT
Human Resource Development is the framework for helping employees develop their personal and organizational skills, knowledge, and abilities. Human Resource is not only an integral part of any organization but also strive its success and growth.
The Company believes that humans are the most important for companys growth.
Human resources are the key resources and integral part of the organization and endeavors to create a culture of openness and empowerment amongst its employees and provide good carrier development.
Board Report
TRANSFER TO RESERVES
During the financial year ended 31st March, 2025, the Company has incurred a net loss of Rs. 97.10 (in lacs). In view of the losses, there was no transfer any amount to the reserves for the said financial year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2025 AND THE DATE OF REPORT
As required under Section 134(3) of the Act, the Board of Directors informs the members that during the financial year i.e. 31 March, 2025, there have been no material changes between the closing of the financial year of the Company till the date of this report, except as disclosed elsewhere in the Annual Report.
PERFOPRMANCE HIGHLIGHTS OF SUBSIDIARY AND ASSOCIATES COMPANIES
A) SUBSIDIARY COMPANIES:-
1) M/s S & S Balajee Mercantile Private Limited having CIN: U51109DL1993PTC052329 incorporated to carry on the business of dealing and trading in all kinds of essential commodities/Machinery, etc.
2) M/s Jet Air Securities Private Limited having CIN:U74899DL1995PTC069004which is mainly engaged in business of dealing in securities.
3) M/s Rex Overseas Private Limited having CIN:U74899DL1988PTC032551 is engage into the business of import export and all deal in all kind of securities.
B) JOINT VENTURE COMPANY
There are no joint venture company at any time during the financial year 2024-2025.
C) ASSOCIATE COMPANY
There is one associate companies during the financial year 2024-2025 i.e NKJ Securities Private Limited CIN :
U74899DL1995PTC070233 which was Struck off by ROC from register of companies dated November 11,2019.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (
Act), a statement containing brief financial details of the Companys subsidiaries, associate companies and joint ventures for the financial year ended March 31, 2025in Form AOC-1 is annexed to the Board Report of the Company as Annexure-I .i.Pursuant to Section 134(5) read with Section 134(3)(c) of the Companies Act, 2013, Directors state that:
Board Report
EKAM LEASING AND FINANCE CD. LIMITED
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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 this Act 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;
e) The directors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DECLARATION FROM INDEPENDENT DIRECTOR
Pursuant to the provision of Section 149(7) of the Act read with Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Company has received a declaration from the Independent Director that they meet the criteria of independence as provided under section 149(6) of the Act &SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.
All the Independent Directors of the Company have complied with the requirement pertaining to the inclusion of their names in the data bank of independent directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.
In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognised and is doyen of the industry. There is an optimum mix of expertise (including financial expertise),leadership and professionalism.
REGISTRATION WITH RBI
The Company is a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI) under Registration No. 14.00332. The Company has complied with all the applicable guidelines, directions, Circulars etc., issued by the Reserve Bank of India for Non-Systemically Important Non-Deposit Taking NBFCs, including the following:
a. The Reserve Bank of India Act, 1934; and Directions, Regulations,
b. Master Direction Reserve Bank of India (Non- Banking Financial Company Scale Based Regulation) Directions,
2023 effective from October 19, 2023;
c. Master DirectionReserve Bank of India (Filing of Supervisory Returns), Directions 2024
d. Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2016
THE RBI NORMS AND ACCOUNTING STANDARDS
The company continues to comply with the directives and accounting standard as well as the norms prescribed by Reserve Bank of India for NBFCs for the financial year 2024-25 except as follows:
In terms of Master Direction Reserve Bank of India (Non- Banking Financial Company Scale Based Regulation) Directions, 2023 (effective from October 19, 2023), the Company NBFC were required to meet NOF Creteria of Rs 5 Cr by 31st March 2025 and Rs 10 Cr by 31st March, 2027, they could not meet the above said NOF by the date 31st March, 2025 but in the process of finding opportunities and Corporate Structuring and is hopeful that it would enhance its NOF by 8 Cr by 31st Decemeber, 2025 by Corporate Structuring with its subsidiaries then composite Net Worth will be more since 8 Cr and also hopeful to meet the NOF of Rs. 10 Cr by March 2026. Through funding opportunities
CHANGE IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and rules made there under as amended from time to time and Regulation 17 of the SEBI (LODR) Regulations 2015. During the year under review, the changes in the composition of the Board are as follows:-
S. No. Name |
Designation |
Date of Appointment |
Date of Cessation /Resignation |
1. Mr. Jitendrakumar Mishra |
Independent Director |
September 05, 2024 |
|
3. Mr. Rajeev Shukla |
Chief Financial Officer |
January 10, 2025 |
|
2. Ms. NishaKashyap |
Company Secretary and Compliance Offic er |
June 16, 2024 |
January 09, 2025 |
4. Ms. ShikhaGarg* |
Company Secretary and Compliance officer |
January 10, 2025 |
*Ms. Shikha Garg had resigned on 16th June, 2025 from the post of Company Secretary and Compliance Officer of the Company.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITEES
The Board of Directors of our Company met 8(Eight)times during the Financial year 2024-25.The dates of the board meetings are 30/05/2024,16/06/2024,14/08/2024,05/09/2024, 11/09/2024, 14/11/2024,10/01/2025,12/02/2025. The necessary quorum was present for all the meetings.
The company holds the board meeting in compliance with law and the gap between two meetings did not exceed one hundred and twenty days during the FY 2024-25. The detailed agenda and notes thereon are sent to all the directors seven days in advance from the date of Board Meeting. The Managing Director apprised the Board on the overall performance of the Company at every Board Meeting. The Board reviews the performance of the Company and sets the strategy for future. The Board takes on record the actions taken by the company on all its decisions periodically.
Sr Name of Committee |
Date(s) of meeting |
Whether requirement of Quorum met (Yes/No) |
Total Number of Directors in the Committee as on date of the meeting |
Number of Directors Present (All Directors including Independent Director) |
No. of Independent Directors attending the meeting* |
1 Audit Committee |
30-05-2024 |
Yes |
3 |
3 |
2 |
2 Audit Committee |
16-06-2024 |
Yes |
3 |
3 |
2 |
3 Audit Committee |
14-08-2024 |
Yes |
3 |
3 |
2 |
4 Audit Committee |
14-11-2024 |
Yes |
3 |
3 |
2 |
5 Audit Committee |
09-01-2025 |
Yes |
3 |
3 |
2 |
6 Audit Committee |
10-01-2025 |
Yes |
3 |
3 |
2 |
7 Nomination and remuneration committee |
16-06-2024 |
Yes |
3 |
3 |
2 |
8 Nomination and remuneration committee |
05-09-2024 |
Yes |
3 |
3 |
2 |
9 Nomination and remuneration committee |
13-11-2024 |
Yes |
3 |
3 |
2 |
10 Nomination and remuneration committee |
09-01-2025 |
Yes |
3 |
3 |
2 |
11 Nomination and remuneration committee |
10-01-2025 |
Yes |
3 |
3 |
2 |
12 Stakeholders relationship committee |
10-01-2025 |
Yes |
3 |
3 |
2 |
The necessary quorum was present for all the meetings.
MEETING OF INDEPENDENT DIRECTORS
During the financial year 2024-25, the meeting of Independent Director were held on 12th February, 2025 to review the performance of Non Independent Directors of the company.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act are available at the website of the company i.e. www.ekamleasing.in.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS (NED) AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS
The NEDs have no pecuniary relationship except the sitting fees paid for the meeting of board of Directors/Committee.
FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, there was no frauds reported by statutory auditors to Audit Committee and/or board under sub-section (12) of section 143 of the Companies Act, 2013.
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance and board committees. The performance was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of reference, Committee Composition, Independence, updating the Board on the committee decisions, comprehensiveness in the discussion of issues and contributions to Board decisions, etc.
The Board and the Nomination and Remuneration Committee (
NRC) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual directors to the Board and committee meetings like preparing on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
The evaluation report contains an executive summary of findings and several key recommendations from the evaluation process.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review, there were no application made or proceeding pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.
COMMITTEES OF BOARD
Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee. However, the company availed exemption under Regulation 15 (to) of SEB (Listing Obligations and Disclosure Requirements) Regulations,
2015 i.e. Exemption from applicability of Regulation from 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of composition and terms of reference of these Committees are mentioned below:-
AUDIT COMMITTEE
The composition, role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.
Sr DIN Number |
Name of Committee members |
Category 1 of directors |
Category 2 of directors |
Date of Appointment |
Date of Cessation |
1 07983426 |
JITENDRA KUMAR MISHRA |
Non-Executive -Independent Director |
Chairperson |
05-09-2024 |
|
2 09815471 |
RASHI VARSHNEY |
Non-Executive -Independent Director |
Member |
07-12-2022 |
|
3 00061737 |
RAKESH JAIN |
Executive Director |
Member |
10-08-2017 |
NOMINATION & REMUNERATION COMMITTEE (NRC)
The composition, role, terms of reference, authority and powers of the Nomination & Remuneration Committee are in conformity with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
Sr DIN Number |
Name of Committee members |
Category 1 of directors |
Category 2 of directors |
Date of Appointment |
Date of Cessation |
1 07983426 |
JITENDRA KUMAR MISHRA |
Non-Executive -Independent Director |
Chairperson |
05-09-2024 |
|
2 09815471 |
RASHI VARSHNEY |
Non-Executive -Independent Director |
Member |
07-12-2022 |
|
GN=LEFT>3 00061737 |
RAKESH JAIN |
Executive Director |
Member |
10-08-2017 |
STAKEHOLDER RELATIONSHIP COMMITTEE (SRC)
Thecomposition, role, terms of reference, authority and powers of the Stakeholder Relationship Committee are in conformity with Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.
Sr DIN Number |
Name of Committee members |
Category 1 of directors |
Category 2 of directors |
Date of Appointment |
Date of Cessation |
1 07983426 |
JITENDRA KUMAR MISHRA |
Non-Executive -Independent Director |
Chairperson |
05-09-2024 |
|
2 09815471 |
RASHI VARSHNEY |
Non-Executive -Independent Director |
Member |
07-12-2022 |
|
3 00061737 |
RAKESH JAIN |
Executive Director |
Member |
10-08-2017 |
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same is available on the website of the company atwww.ekamleasing.in. All Related Party Transactions are placed before the Audit Committee and also the Board/Members for their approval, wherever necessary. An omnibus approval from the Audit Committee is obtained for the related party transactions. The details of the same are given in Note 28 to the Standalone & Consolidated Financial Statements of the Company.
Further, there were no related party transactions which were material or not at arms lengh basis as required under section 188(1) of the Companies Act and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The Company in terms of regulation 23 of the Listing Regulations submitted disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at www.ekamleasing.in
RISK MANAGEMENT
Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic, Operational, Financial, and Legal/Regulatory.
In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk.
AUDITORS
Statutory Auditor
Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, (including any statutory modification(s), clarifications, exemptions or re-enactments thereof for the time being in force) and pursuant to recommendation of the Audit Committee and approval of shareholders at the annual general meeting appointed M/s. MB Gupta & Co., Chartered Accountants (FRN. 006928N) as Statutory Auditors of the Company whose appointment was approved by the shareholder in the 30th Annual General Meeting for a term term of five years to hold office from the conclusion of the 30th AGM till the conclusion of the 35th AGM in 2028.
Secretarial Auditor
In terms of Section 204 of the Companies Act, 2013 and Rules framed there under and on the recommendation of the Audit Committee, the Board of Directors of the Company have appointed M/s. KKS & Associates, Company Secretaries as the Secretarial Auditor of the Company in their meeting held on 30th May, 2024 for the financial year 2024-2025. The Company has received consent from M/s. KKS & Associates, Company Secretaries, for their appointment. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines except & otherwise mentioned in the Report. Further, his secretarial audit report is annexed as Annexure-II to this Report in prescribed Form MR-3.
Internal Auditor
In compliance with section 138 of the Companies Act 2013, the Board of Directors on the recommendation of the Audit Committee has appointed M/s ACG & Co., Chartered Accountant as the Internal Auditor to conduct Internal Audit of the Company for Financial Year 2024-25.The internal auditor performs an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Internal Audit report for Financial Year 2024-25 was reviewed by the audit committee and taken note by the board of Directors of the company.
EXPLANATION OR COMMENTS ON QUALIFICATIONS OR RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS OR PRACTICISING COMPANY
SECREATARY IN THEIR REPORT
The standalone financial statements of the Company have been prepared in accordance with Ind AS notified under
Section 133 of the Act. The Notes to the financial statements referred in the Auditors Report are self-explanatory.
The statutory auditors of the Company mentioned the following qualifications in the Auditors Report of the Company
for the financial year 2024-25:-
Qualified opinion given by Statutory auditor in standalone audit report:
(a) In our opinion and according to the information and explanation given to us by the management in respect of two subsidiaries (Jet Air Securities Private Limited; Rex Overseas Private Limited) are required to get registered with Reserve Bank of India as a Non-Banking Finance Company under section 45-IA of the Reserve Bank of India Act, 1934 based on their business activity (50:50 test).
(b) As per the RBI notification RBI/DoR/2023-24/106DoR.FIN.REC.No.45/03.10.119/2023-24 dated 19 th October, 2023, the NBFC is required to maintain a minimum Net Owned Fund(NOF) of ?5 crore as at March 31, 2025. However, the Companys Net Owned Fund as at March 31, 2025, is less than the prescribed limit and hence, it may have regulatory implications on the Company status as a NBFC and other consequences arising due toit. The impact of the same is not as certainable.
Management Response
(a) The aforementioned observations/qualifications are attributable to the fact that the primary objects of the companies pertain to non-NBFC activities. However, in the absence of any operational business activities, the only assets/revenue currently reflected in the financials of these companies are the loans extended and interest accrued thereon.
The management is in the process of evaluating various strategic options to revive the business operations of these entities, including the potential merger of the subsidiary companies into their respective holding companies.
(b) The Management has evaluated various options to enhance the NOF, including the infusion of additional capital. Also, the combined Net Worth of the Company and its two wholly-owned subsidiaries, namely Rex Overseas Private Limited and S & S Balajee Mercantile Private Limited, exceeds Rs. 8 crores and the Boards of both the subsidiary companies have recommended their merger with the holding company. Further, the company in the process of finding opportunities and Corporate Structuring and is hopeful that it would enhance its NOF by 8 Cr by 31st Decemeber, 2025 by Corporate Structuring with its subsidiaries then composite NW will be more then 8 Cr and NOF of Rs. 10 Cr by March 2026.
The secretarial auditors of the Company mentioned the following qualifications in the Auditors Report of the
Company for the financial year 2024-25:-
A) During the period under review, BSE Limited, vide its communication dated November 12, 2024, has rejected the Companys application dated January 27, 2022 filed for waiver of fines imposed towards non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as listed in Annexure- A.
However, the Company on February 17, 2025 submitted Fresh Waiver Application for some of the above said contraventions on the ground of non-applicability/exemption under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is pending for consideration of BSE.
B) Also during the year, BSE Limited levied a fine on the Company for non-compliance of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 towards non submission of the Annual Report of the Company for FY 2024. However on the basis of clarification submitted on timely submission of the Annual Report and explaining that the AGM was convened and held beyond September 2024 with ROC-approved extension of holding AGM.
We further report that as per the explanations given to us and the representations made by the Management and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Internal auditor monitors and evaluates the efficancy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and the necessary corrective actions are presented to the Audit Committee. In addition, the company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting at regular intervals, internal teams test identified key controls.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the company during FY 2024-25.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five crores only) divided into 100,00,000 (One crore) equity shares of Rs. 5/- (Rupees Five) each.
The Paid Share Capital of the Company is Rs. 3,00,00,000/- (Rupees Three Crores only) divided into 60,00,000 (Sixty Lacs) equity shares of Rs. 5/- (Rupees Five) each
PUBLIC DEPOSITS
In pursuance of the Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 the company has not accepted any public deposit during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, as per terms of section 134(3) (g) company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investments made during the year are given under notes to the financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo.
Since the company is not engaged in manufacturing, the particulars in respect of conservation of energy, Research and development, Technology Absorption are not required to be given.
CORPORATE GOVERNANCE REPORT AND CERTIFICATE
Pursuant to the requirements of Corporate Governance under Regulation 27 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 entered into with the Stock Exchange(s), that Companys paid up equity share capital does not exceed ?10 crore, and its net worth does not exceed ?25 crore. Consequently, the mandatory corporate governance provisions under Regulation 27(2) which require quarterly compliance reports on corporate governance are not applicable to the Company. The Company is, therefore, not required to submit the Corporate Governance Report specified under Regulation 27(2) of LODR. Notwithstanding this exemption, the Company remains fully compliant with all other applicable provisions under SEBI LODR.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the 32nd Annual Report of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors Report, form part of the Annual Report.
As per the provisions of Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company, its Subsidiaries and Associates are attached in the Annual Report. The annual accounts of Subsidiaries and Associates will be made available to shareholders on request and will also be kept for inspection by any shareholder at the Registered Office. A statement in Form AOC-1 containing the salient features of the financial statements of the Companys Subsidiaries, Associates and Joint Venture for the year ended March 31,2025 is also attached with financial statements.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to formulate Corporate Social Responsibility(CSR) Policy and Committee as it does not fulfill the criteria specified under Section 135 of the Companies Act, 2013.
ANNUAL RETURN
Pursuant to Section 92 and 134 of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company which can be accessed through www.ekamleasing.in.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS
The Institute of Company Secretaries of India (ICSI) has currently mandated compliance with the Secretarial Standards on board meetings and general meetings,. The Company is duly complied with applicable secretarial standards read together with circulars issued by Ministry of Corporate Affairs for the Board Meetings and General Meetings conducted by company during the FY 2024-25.
COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS 2015
The companys equity shares continue to be listed on the Bombay Stock Exchange (BSE), Mumbai which has nationwide trading terminals. The company has paid the Annual Listing Fees to BSE for the Financial Year 2024-2025.Allcompliances with respect to the SEBI (Listing O b l i g a t i o n s a n d D i s c l o s u r e Requirements) Regulations 2015 have been duly made by the company.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has adopted vigil mechanism in the form of Whistle Blower Policy for the Directors and Employees of the Company to deal with instances of fraud or mismanagement, if any. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Company had adopted a Code of conduct for Directors and Senior Management Executives (
the Code), which lays down the principles and standards that should govern their actions.The Policy regarding the same can be accessed at the website of the company. All Senior Management personnel have affirmed compliance with the ELFCL Code of Conduct .The Managing Director has also confirmed and certified the same. The certification is at the end of the Report on Corporate Governance.Pursuant to Section 177(9) of the Companies Act 2013, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.
PARTICULARS EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
There was no employee in receipt of remuneration in the limit as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the statement/ information required under section 197 read with Rule 5 is not applicable.
(i) The ratio of the remu iteration of each director to the median remuneration of the employees of the company for financial year |
Mr.Rakesh Jain - N l Ms.RashiVarshney - Not Applicable Mr.Saurabh Jain - Not Applicable |
(ii) the percentage Increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; |
There has been no increase in remuneration of any of the whole time Directors, Chief Financial Officer (CFO) & Company Secretary (CS) respectively during the financial year. |
(Hi) the percentage Increase in the median remuneration of employees in the financial year. |
|
(iv) the number of permanent employees on the rolls of Company; |
Employees as on March 31,2025 |
(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; |
Since the percentile increase in the managerial remuneration is Nil. |
(v) Affirmation that the remuneration is as per the remuneration policy of the Company. |
Remuneration paid during the FY 2024-25 is as per the Remuneration Policy of the Company. |
DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD
The Company is not required to maintain the cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31,2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2025. The Notes to the Financial Statements forms an integral part of this Report.
FINANCIAL RATIOS
The Key Financial Ratios with detailed explanations were disclosed in the Financial Statements, which forms part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.
There were fines levied against the listed entity/its promoters/directors/material subsidiaries either by SEBI/Stock Exchanges (including under the Standard Operating Procedure issued by SEBI through various circulars) under the aforesaid Acts/Regulations and circulars/guidelines.
E-VOTING
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & disclosure Requirements) Regulations, 2015 relevant circular(s) issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India(SEBI) in this regard. The instruction(s) for
remote e-voting and e-voting during the AGM for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code of Conduct to regulate, monitor and report Insider trading is uploaded on the Companys website: www.ekamleasing.in
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 the Companies Act 2013and Rules framed there under.
DETAILS OF CREDIT RATING
The Company was not assigned with any Credit Rating.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders Relationship Committee of the Board meets periodically and reviews the status of the Shareholders Grievances. The shareholders of the Company continue to be traded in electronic forum and dematerialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed for providing and promoting a safe and healthy work environment for all its employees.
In accordance with the provisions of the Sexual Harassment of Women at the Workplace (prevention, Prohibition & Redressal) Act, 2013 and the Rules framed there under for prevention and redressal of complaints of sexual harassment at workplace, along with a structured reporting and redressal mechanism. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act.
There were no complaints regarding sexual harassment by any women employees (permanent, contractual, temporary, trainees) who are covered under this policy till the date of this report.
GENERAL
I. During the year, there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:
a. Issue of equity shares with differential rights also dividend, voting or otherwise.
b. Issue of shares(including sweat equity shares)to employees of your Company under any scheme.
c. Buy-back of shares.
d. No settlements have been done with banks or financial institutions.
II. During the year under review, the Company remained compliant with the Maternity Benefit Act, 1961, and hasensured all necessary measures are in place for eligible employees, despite no such cases arising during the period
ACKNOWLEDGEMENT
On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.
The Directors are thankful to the Government of India, the various ministries of the State Governments, the Central and State Electricity Regulatory authorities, communities in the neighborhood of our operations, local authorities in areas where we are operational in India; as also partners, governments and stakeholders where the Company operates, for all the support rendered during the year.
Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is. Your companys employees are instrumental to your company achieving higher business goals. Your directors place on record their deep admiration of the commitment and contribution of your companys employees. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support.
CAUTIONARY STATEMENT
The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Companys performance could be the demand and supply, changes in Government regulations, tax laws etc.
By order of the Board For Ekam Leasing and Finance Co. Limited
Sd/- Rakesh Jain Chairman DIN: 00061737
Place : New Delhi Date: August 14, 2025
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