India Lease Development Ltd Directors Report.

The Board of Directors of India Lease Development Limited take pleasure in presenting their 35 (Thirty Fifth) Report on the business and operations of the company and the accounts for the financial year ended March 31, 2020.

1. FINANCIAL SUMMARY

The Boards Report is prepared based on the standalone Ind AS financial statements of the company. The companys financial performance for the year under review along with previous year figures are given hereunder:-

(Rs in lakhs)

Financial Results Year ended March 31, 2020 Year ended March 31, 2019
Gross Profit before Depreciation, Finance Cost and Provisioning 130.43 (15.10)
Less : Finance Cost - -
Less: Depreciation including Impairment and Property Reserves 0.11 0.21
Profit/(Loss) before Exceptional Items and Tax 130.54 (15.31)
Exceptional Items - -
Profit/(Loss) before Tax 130.54 (15.31)
Tax Expenses - 22.88
Profit/(Loss) for the year 130.54 (38.19)
Other Comprehensive Income (net of tax) (125.87) 37.95
Total Comprehensive Income for the year 4.67 (0.24)

2 ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from 1 April 2019, with a transition date of 1 April, 2018. These financial statements for the year ended 31 March, 2020 are the first financial statements the Company has prepared under Ind AS. For all periods up to and including the year ended 31 March, 2019, the Company prepared its financial statements in accordance with the Accounting Standards notified under the Section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP).

The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared financial statements which comply with Ind AS for year ended 31 March 2020, together with the comparative information as at and for the year ended 31 March, 2019 and the opening Ind AS Balance Sheet as at 1 April, 2018 the date of transition to Ind AS.

In preparing these Ind AS financial statements, the Company has availed certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and Previous GAAP have been recognised directly in equity (retained earnings or another appropriate category of equity).

This note explains the adjustments made by the Company in restating its financial statements prepared under previous GAAP, including the Balance Sheet as at 1 April, 2018 and the financial statements as at and for the year ended 31 March, 2019.

2 REVIEW OF OPERATIONS

Recovery of the dues is the main focus of the company and the management is confident that with the maximum recovery it would be possible to deploy the funds to earn better return on investments.

3 IMPACT OF COVID-19

Covid-19 popularly described as Coronavirus is the most expensive war ever fought in the history of mankind. Lockdown has been considered as the only defence against the weapon of mass destruction for Covid -19. All the states have choosen lockdown to save lives against loss of livelihood.

The company has evaluated the impact of this pandemic on its business operations. Based on its review and current indicators of economic conditions , there is no significant impact on financial results for this year. The company will continue to closely monitor any material changes arising of future economic conditions and impact on its business.

4 DIVIDEND & RESERVES

In view of accumulated losses of previous years the Board has not recommended any dividend for the year under review.

5 SHARE CAPITAL

The Paid up Equity Share Capital as on March 31, 2020 stood at 1471.30 lacs. During the year under review, there were no change in Capital Structure of the Company.

(a) Equity Shares with differential rights

Your Company has not issued any Equity Shares with differential rights during the year under review:

(b) Sweat Equity Shares

Your Company has not issued any Sweat Equity Shares during the year under review.

(c) Employee Stock Options

Your Company has not issued any Employee Stock Options during the year under review.

6 CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of your Company during the year under review.

7 TRANSFER TO RESERVES

During the year under review, the company has transferred a sum of 26.11 lakhs to Statutory Reserves in compliance of the RBI Guidelines.

8 DEPOSITS

During the year under review, your Company did not invite any deposits covered under Chapter V read with Section 73 of the Companies Act, 2013 and there are no outstanding deposits.

9 EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 is enclosed herewith as Annexure C, forming part of this report

10 CORPORATE GOVERNANCE REPORT

Your company always place major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organisations corporate governance philosophy is directly linked to high performance.

The company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interest, resulting in creation of value and wealth for all stakeholders.

The compliance report on corporate governance and a certificate from M/s Jagdish Chand & Co. Chartered Accountants, New Delhi, (FRN No. 000129N), Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated under Chapter IV of SEBI (LODR) Regulations, 2015, is attached herewith as Annexure A to this report.

11 DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Article 60 of Articles of Association of the company, Sh. Rajiv Gupta (DIN:00022964), Chairman & Non Executive Director and Ms. Sumana Verma (DIN:01448591) Non Executive Director shall retire by rotation. Shri Rajiv Gupta will attain the age of 75 years in the year 2021, as such in compliance of Regulation 17(1)(A) of the SEBI (LODR) Regulations, 2015, a special resolution to the effect has been taken in the notice for the approval of the shareholders.

12 DIRECTORSHIP AND MEMBERSHIP ON COMMITTEES OF NON EXECUTIVE DIRECTORS

All the Directors at the beginning of the financial year, have periodically and regularly informed the company about their Directorship and Membership on the Board/Committees of the Board of other companies. As per the disclosures received, none of the Directors of the company hold Memberships/Chairmanships of more than the prescribed limits across all companies in which he/she is a Director.

13 APPOINTMENT OF ADDITIONAL DIRECTOR

The Board on the recommendation of Nomination and Remuneration Committee has appointed Shri Karun Pratap Hoon (DIN: 05202566) as an Additional Non Executive Independent Director who will hold the office till the conclusion of ensuing Annual General Meeting. His appointment as an Independent Director is subjected to approval of shareholders and the term of office shall be decided by the shareholders at the ensuing AGM.

Shri Karun Pratap Hoon is a graduate and has rich varied business experience in financial sector. His area of expertise is marketing, administration and automobile business. The Directors are confident that his presence on the Board will be quite useful to the Company.

14 SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards issued by The Institute of Company Secretaries of India relating to Meeting of the Board of Directors and General Meeting respectively, have been duly complied by the Company.

15 DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and judgments and estimates that are responsible 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 of the Company for that period;

(c) the Directors have 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 have prepared the annual accounts on a Going Concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16 CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors of the company has adopted a Code of Conduct for all members of the Board and Senior Management and the same is available on the website of the company i.e www.indialease.com.

17 STATUTORY AUDITORS

At the 32 Annual General Meeting held on September 27, 2017 the members had appointed M/s. Jagdish Chand & Co. Chartered Accountants (FRN.000129N) as Statutory Auditors for a term of five years beginning from the conclusion of the 32 AGM till the conclusion of the 37 AGM subject to them ratifying the said appointment at every AGM.

In terms of the provisions, relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on 7 May, 2018 ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement, Accordingly, the notice convening the ensuing AGM does not carry any resolution on ratification of the appointment of the Statutory Auditors. However it contains resolution regarding authority to the Board of Directors to fix the remuneration of Auditors for the financial year ending 2020-2021.

18 AUDITORS REPORT

The Statutory Auditors have audited the books of accounts of the Company for the financial year ended March 31, 2020 and have issued the Auditors Report thereon. The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

19 SECRETARIAL AUDITOR

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 re-appointed M/s Anjali Yadav & Associates, Company Secretaries as Secretarial Auditor of the Company for the financial year 2019-20 to undertake Secretarial Audit of the Company. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The observations of the Secretarial Auditor for the financial year 2019-20 along with the copy of Audit Report is annexed with the Annual Report as Annexure D.

20 INTERNAL AUDITOR

The Internal audit of the company has been entrusted to Mr. S.K. Aggarwal, Chartered Accountant. The Company has in place adequate and effective internal financial controls with reference to the financial statement and is in commensurate with its size, scale and complexities of its operations. The Audit Committee periodically reviews the internal control systems with the managements, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow up thereon, if any.

21 BOARD

The Company Secretary, in consultation with the Chairman, prepares the agenda of the Board Meeting/Committee Meetings which invariable is intimated seven (7) days in advance in writing / e-mails to the members prior to the meeting in order to permit adequate review. The Company Secretary records minutes of each meeting and draft minutes are circulated to all members of the Board well in advance.

22 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 and Risk Management Committee. The details of Composition of these committees are as follows:-

(a) Audit Committee

The Audit Committee of the company has been constituted. As on the date of signing of this report comprises of four (4) Non-Executive Directors, namely Shri Rajiv Gupta, Shri Arun Mitter, Shri Sharad Aggarwal and Shri Karun Pratap Hoon*. Shri Arun Mitter is Chairman of the Audit Committee.

The Board accepts recommendations of the Audit Committee

(b) Nomination & Remuneration Committee

Nomination & Remuneration Committee has been constituted and as on the date of signing of this report comprises of five (5) Directors, namely, Shri Rajiv Gupta, Shri Arun Mitter, Shri Sharad Aggarwal, Ms. Sumana Verma and Shri Karun Pratap Hoon*. Shri Arun Mitter is the Chairman of the Committee.

The Board accepts recommendations of the committee based on the policy as is required under Section 178(4) of the Companies Act in the matter of appointment/reappointment of the Directors, Senior Managers and fixation of remuneration, etc.

(c) Stakeholders Relationship Committee

Stakeholders Relationship Committee as on the date of signing of this report comprises of five (5) Directors, namely Shri Rajiv Gupta, Shri Sharad Aggarwal, Ms. Sumana Verma, Shri Arun Mitter and Shri Karun Pratap Hoon*. Shri Sharad Aggarwal is the Chairman of the Committee.

The Committee looks into and resolves the grievances of the stakeholders, and as on the date of signing this report, there were no issues which need to be resolved.

(d) Risk Management Committee

Risk Management Committee comprises of three (3) Directors namely, Shri Arun Mitter, Shri Sharad Aggarwal and Shri Karun Pratap Hoon*. Shri Arun Mitter is the Chairman of the Committee.

(e) Corporate Social Responsibility (CSR) Committee

Since the company is not falling within the criteria of Section 135 of the Companies Act, 2013 accordingly in view of the same CSR Committee has not been constituted

*Shri Karun Pratap Hoon appointed as Member in various committees on 13th August, 2020.

23 SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR) Regulations, 2015, a meeting of the Independent Directors was held on March 20, 2020.

The Independent Directors at the meeting, inter alia, reviewed the following:-

- Performance of Non-Independent Directors and Board as a whole

- Performance of the Chairperson of the Company, taking into account the views of other Directors.

- Assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

24 DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(7) of the Companies Act, 2013, Independent Director of the Company have submitted a declaration that they meet the criteria of Independence.

25 FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board is required to carry out annual evaluation of its own performance and that of its committee and individual directors. The Nomination and Remuneration Committee of the Board is also required to carry out evaluation of every directors performance. Accordingly, your Company has carried out the performance evaluation during the year under review

26 WHISTLE BLOWER POLICY

The Company has formulated a vigil mechanism through Whistle Blower Policy to deal with instances of unethical behaviors, actual or suspected, fraud or violation of Companys code of conduct or ethics policy. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company, i.e.www.indialease.com

27 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The extract of the Nomination and Remuneration Committee is provided in the Corporate Governance Report which forms part of Boards Report.

28 KEY MANAGERIAL PERSONNEL

During the year under review, the company has identified following personnels as Key Managerial Personnel as per IND AS:-

S.No Name of Person Designation
1 Shri Rajiv Gupta Non Executive Chairman
2 Shri Arun Mitter Independent Director
3 Shri Sharad Aggarwal Independent director
4 Ms. Sumana Verma Non Executive Director
5 Shri Rohit Madan Company Secretary & CFO
6 Shri Murali. S* Chief Executive Officer

*Shri Murali. S appointed CEO w.e.f. 16th May, 2019

29 MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

30 SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS.

No significant material orders have been passed during the year under review by the regulators or courts or tribunals impacting the Going Concern status and companys operations in future.

During the year a penalty of Rs. 2,17,120/- was imposed by the BSE Ltd for Regulation 18(1) of the SEBI (LODR) Regulations, 2015 in respect of Non-Compliance of composition of Audit Committee. The penalty was duly paid by the company on April 02, 2019 and the same was confirmed by BSE Ltd on April 09, 2019. The freeze on the securities of the promoters was removed on account of payment of penalty and composition of the Audit Committee as per SEBI (LODR) Regulations, 2015.

31 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2) of the SEBI (LODR) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in separate section forming part of the Annual Report.

32 MEETING OF THE BOARD OF DIRECTORS

During the year, six Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details of all Board/Committee meetings held are given in the Corporate Governance Report.

33 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

During the year under review, your Company has not given any fresh loan or guarantee or security which is covered under the provisions of Section 186 of the Companies Act, 2013.

34 RELATED PARTY TRANSACTIONS

During the year, under review the company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Suitable disclosure as required by the applicable Accounting Standards has been made in the notes to the financial statements. The Policy on Related Party Transactions as approved by the Board is also available on the Companys website-www.indialease.com.

35 PARTICULARS OF EMPLOYEES

There were no employees who are in receipt of remuneration which inter-alia requires the Company to furnish the particulars of employees as required under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014.

36 PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company gives an equal opportunity between employees and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on Prevention of Sexual Harassment of Women at Workplace. An Internal Complaints Committee has been set up to receive complaints, investigate the matter and report to the management.

At the beginning of the year, there were no complaint pending. During the year, no complaint were received by the Committee and hence no complaint were pending at year end.

37 BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the company is not failing in the criteria i.e. top 500 listed companies based on market capitalization and as such, Business Responsibility Report is not applicable.

38 SHARE TRANSFER SYSTEM

As per the provisions of Regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.

Share transmission or transposition requests received in physical form are registered within the prescribed time limits. Requests for dematerialization (demat) received from the shareholders are also effected within the prescribed time limits.

A Share Transfer committee comprising of members of the Board meets to consider when the requests for transmission or transposition were received.

39 VIGIL MECHANISM POLICY

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read with the Rules made thereunder, the Company has instituted a Vigil Mechanism Policy which, inter-alia, facilitates its employees to report genuine concerns. The mechanism provides for adequate safeguards against victimization of persons using the mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The policy is available on the Companys website at www.indialease.com

40 NOMINATION FACILITY

Provisions of Section 72 of the Companies Act, 2013 read with the rule 19(1) of the rules made thereunder extends nomination facility to individuals holding shares in the physical form. To help the legal heirs/successors get the shares transmitted in their favour, shareholder(s) are requested to furnish the particulars of their nomination in the prescribed Nomination Form. In case, any of the members wish to avail facility, they are requested to send the duly completed form to the Registrars and/or at the Registered Office of the company. Member(s) holding shares in Dematerialized form are requested to register their nominations directly with their respective depository.

41 E-MAIL ID FOR INVESTORS GRIEVANCES

In terms of regulation of SEBI (LODR) Regulations, 2015, the company has designated an e-mail address i.e. ildcomplaints@indialease.com for the purpose of registering complaints by investors for redressal of their grievances.

42 CONSOLIDATION AND DEMATERIALIZATION OF SECURITIES

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 holding under one folio and also dematerialization of their securities.

43 CEO/CFO CERTIFICATION

The CEO and the CFO of the company have certified to the Board with regard to the compliance made by them in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015.

44 LISTING FEE

The listing fee for the year 2020-21 has already been paid.

45 CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

In terms of the requirements of clause (m) of sub section(3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts)Rules, 2014, the particulars are given as under:-

March 31,2020 March 31,2019
a) Technology It is not applicable It 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 Shareholders 11,360 11660
i) No. of Shareholders 17 17

The Company had no earnings in foreign exchange.

46. ACKNOWLEDGEMENTS

Directors place on record their thanks for the assistance and cooperation received from all the stakeholders, bankers and 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.

For and on behalf of Board of Directors
For India Lease Development Limited
Rajiv Gupta
Place: New Delhi Chairman
Date: August 13, 2020 DIN:00022964