BOARD'S REPORT
To,
The Members
Lead Financial Services Limited
The Board of Directors of the Company are pleased to present their 31st
(Thirty First) Board's Report ("Report") on the business and operations of, Lead
Financial Services Limited ("the Company") together with the Audited
Financial Statements for the financial year ended March 31, 2024.
1. Financial Performance
The Financial results of the Company during the period ended on 31st March
2024 along with previous year's figures are given hereunder:
|
(Rs. in Lakh except EPS) |
| PARTICULARS |
CURRENT YEAR |
PREVIOUS YEAR |
|
(2023-24) |
(2022-23) |
| 1. Total Income |
53.90 |
35.26 |
| Less: i) Operating, Administrative & other Exp. |
20.25 |
16.53 |
| 2. Earnings before interest and depreciation |
|
|
| Less: i) Interest |
0.20 |
0.85 |
| ii) Depreciation |
0.10 |
- |
| 3. Profit/(Loss) before Extra-ordinary item |
33.35 |
17.89 |
| Add: Extra-ordinary item |
- |
- |
| 4. Profit/(Loss) before Tax |
33.35 |
17.89 |
| Less: Provision for Tax |
|
|
| i) Current Tax |
6.04 |
- |
| ii) Deferred Tax |
2.61 |
3.59 |
| 5. Profit/(Loss) after Tax |
24.70 |
14.30 |
| Add: Other Comprehensive Income (OCI) |
0.67 |
(0.23) |
| 6. Total Comprehensive Income |
25.37 |
14.07 |
| 7. Equity Capital |
330.00 |
330.00 |
| 8. Earnings Per Share-Basic & Diluted |
0.75 |
0.43 |
The financial results and revenue from operations, including major developments which
have been discussed in detail in the Management Discussion and Analysis Report which forms
part of this Annual Report.
The financial statements have been prepared in accordance with the Indian Accounting
Standards (IND AS) applicable on the Company.
2. State of Affairs:
Lead Financial Services Limited is a non-deposit-taking non systemically important
Non-Banking Financial Company (NBFC-ND-NSI) registered with the Reserve Bank of India
(RBI) and incorporated in 1993 and obtained a certificate of registration from Reserve
Bank of India dated 13th June 2006 to carry on the business of non-banking
financial institutions without accepting public deposits under Section 45I-A of the RBI
Act, 1934. The Company has been categorised as Base Layer NBFC under the Scale-Based
Regulatory framework for NBFCs introduced by the RBI, effective from 19th
October 2023. During the Financial year under review, your company achieved a Total Income
of Rs. 53.90 Lakh as compared to Rs. 35.26 Lakh in the previous year. Net Profit (after
tax) for the year is Rs. 24.70 Lakh as compared to Net profit (after tax) of Rs. 14.30
Lakh in the previous year.
3. Dividend
Your Directors regret their inability to recommend any dividend in view of the
requirement of funds during the financial year under review.
4. Reserves and Surplus/ other Equity
Reserves and Surplus/Other Equity as at 31st March 2024 were Rs. 261.50
Lakh. The Company has transferred Rs. 4.94 Lakh to the Statutory Reserve.
Further, the details of the amount transferred to other reserves, if any, form part of
the financial statements provided as part of the annual report.
5. Management Discussion and Analysis
Management Discussion and Analysis Report for the financial year 2023-24 as stipulated
under SEBI Listing Regulations forms an integral part of the Annual Report as covered in
the head ‘Management Discussion and Analysis' ("MD &A") and
annexed as Annexure A.
6. 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 the Report
There have been no material changes and commitments that have occurred after the
closure of the financial year until the date of the report, which may affect the financial
position of the Company.
7. Change in the nature of business
During the financial year, there has been no change in the nature of business of the
Company.
8. Details in respect of the adequacy of internal financial controls with reference to
the Financial Statements:
The Company has in place of adequate internal financial controls with reference to
financial statements which commensurate with the size, scale and complexity of its
operations. During the Financial year, such controls were checked and no reportable
material weaknesses were observed.
9. Details of Subsidiary/Joint Ventures/Associate Companies
| The names of companies which have become or ceased to be its Subsidiaries, joint
ventures or associate companies during the year. |
Not Applicable |
| Performance & Financial position of each of the subsidiaries, associates and joint
venture companies included in the consolidated financial statement. |
Not Applicable |
10. Deposits
The Company neither holds any public deposits at the beginning of the financial year
nor accepted any public deposits within the meaning of Sections 73 and 74 of the Companies
Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, during
the financial year under review.
11. Auditors
> Statutory Auditors
M/s B G G & Associates, Chartered Accountants (ICAI Firm Registration Number:
016874N), New Delhi, were appointed as statutory auditors of the company to hold office
for a period of 5 consecutive years, commencing from the conclusion of the 29th
Annual General Meeting ("AGM") held on 26th September 2022 till the
conclusion of the 34th AGM of the Company to be held in the financial year
2027.
The Statutory Auditors have given confirmation to the effect that they are eligible to
continue with their appointment and that they are not disqualified in any manner from
continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall
be determined by the Board of Directors based on the recommendations of the Audit
Committee.
> Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s ATG & Co. (formerly known as M/s Pooja Anand & Associates), Company
Secretaries to undertake the Secretarial Audit of the company.
> Internal Auditors
Mr. Shanker Mishra performed the duties of internal auditor of the Company for the
financial year ended on 31st March 2024. The report given by the internal
auditor has been reviewed by the audit committee at regular intervals.
12. Statutory Auditor's Report
The reports given by the Statutory Auditors on the Financial Statements of the Company
for the financial year ended March 31, 2024, form part of the Annual Report. There are no
observations (including any qualification, reservation, adverse remark or disclaimer) of
the Auditors in their Audit Report.
13. Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31st March 2024 as
submitted by Secretarial Auditor in Form MR-3 is annexed to this Report as Annexure B.
There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Secretarial Auditors in the Secretarial Audit Report that require any
explanation from the Directors.
14. Details in respect of frauds reported by Auditors other than those which are
reportable to the Central Government
The Statutory Auditors, Secretarial Auditors, and Internal Auditors of the Company have
not reported any fraud to the Audit Committee or to the Board of Directors under Section
143(12) of the Companies Act, 2013, including rules made thereunder.
15. Directors, Key Managerial Personnel and Management:
(i) Composition
At the end of the financial year 31st March 2024, the Board consisted of an
optimum combination of Executive & Non-Executive Directors. Mr. Padam Chandra Bindal,
Promoter and Director of the Company is a Non-Executive Chairman. The Board of Directors
as on 31st March 2024 are as follows:
| S. No. |
Name of the Director |
Designation |
Category |
Original Date of appointment |
| 1. |
Mr. Padam Chandra Bindal |
Chairman and Director |
Non-Executive, NonIndependent Director |
28/11/1994 |
| 2. |
Mrs. Suman Bindal |
Director |
Non-Executive, NonIndependent Director |
29/06/2020 |
| 3. |
Mr. Pradeep Kumar Jain* |
Director |
Non-Executive, Independent Director |
10/03/2007 |
| 4. |
Mr. Jitender Kumar Sharma |
Director |
Non-Executive, Independent Director |
29/09/2018 |
* In the 26th AGMheld on 28th September, 2019, Mr. Pradeep Kumar
Jain was re-appointed as NonExecutive Independent Director of the Company for a second
term of five consecutive years, his tenure would be completing on 28th
September, 2024.
A) Changes in Directors
> Mr. Padam Chandra Bindal (DIN: 00004769), Director of the Company retires by
rotation at the forthcoming Annual General Meeting and being eligible offers himself for
re-appointment. The Board recommends his re-appointment for the consideration of the
Members of the Company at the Annual General Meeting.
> The Board of Directors of the Company at their meeting held on 24th
August, 2024, based on the recommendation of the Nomination and Remuneration Committee
(‘NRC'), proposed the appointment of Mr. Naresh Kumar Bhutani (DIN: 02738620) as an
Independent Director, not liable to retire by rotation, who shall hold office for a term
of five consecutive years with effect from the conclusion of the ensuing Annual General
Meeting i.e. 25th September, 2024 till 24th September, 2029.
B) Changes in Key Managerial Personnel
As on 31st March 2024, Mr. Sudesh Gupta, Chief Executive Officer, Mr. Atul
Vaibhav, Chief Financial Officer and Ms. Kriti Jain, Company Secretary were the Key
Management Personnel of the Company.
However, Ms. Kriti Jain who was appointed as Company Secretary & Compliance Officer
of the company w.e.f. 23rd May, 2023, resigned from her position due to
personal reasons w.e.f. 24th May, 2024.
(ii) Declaration by Independent Director(s)
The Independent Directors have submitted their declaration of Independence, stating
that:
a. they continue to fulfill the criteria of independence as required pursuant to
Section 149(6) read with Schedule IV of the Companies Act, 2013 and Regulation 16 and 25
of the SEBI Listing Regulations;
b. they are not debarred from holding the office of Director pursuant to any SEBI
order or order of any such authority; and
c. there has been no change in the circumstances affecting their status as
Independent Director of the Company.
The Independent Directors have also confirmed that they have complied with the
Company's Code of Conduct. In terms of Section 150 of the Companies Act, 2013 and rules
framed thereunder, the Independent Directors have also confirmed their registration
(including renewal of applicable tenure) and compliance of the online proficiency
self-assessment test (unless exempted) with the Indian Institute of Corporate Affairs
(IICA).
All Independent Directors have also affirmed compliance to the Code of Conduct for
Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.
The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules,
2014, that the Independent Directors are persons of high repute, and integrity and
possessed with the relevant expertise and experience in their respective fields.
(iii) Evaluation of the Board, Its Committees, and Individual Directors
The Companies Act, 2013 and SEBI Listing Regulations contain provisions for the
evaluation of the performance of:
(i) the Board as a whole,
(ii) the individual directors (including independent directors and Chairperson) and
(iii) various Committees of the Board.
The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees, and Individual Directors pursuant to requirements of the provisions of
Section 178 of the Companies Act, 2013, and all other applicable provisions of the SEBI
Listing Regulations. The key objectives of conducting the Board Evaluation process were to
ensure that the Board and various Committees of the Board have appropriate composition and
they have been functioning collectively to achieve common business goals of the Company.
Similarly, the key objectives of conducting a performance evaluation of the Directors
through individual assessment and peer assessment were to ascertain if the Directors
actively participate in the Board/Committee Meetings and contribute to achieving the
common business goals of the Company.
The evaluation was carried out by way of internal assessments done based on the factors
prescribed under the Policy adopted by the Company. Consequently, the Company is required
to disclose the manner of formal annual evaluation.
Performance evaluation of the Board and Committees
The performance of the Board was evaluated by the Board Members after considering
inputs from all the Directors primarily on: •
• Board composition and quality with emphasis on its size, skill, experience and
knowledge of members;
• Abreast with latest developments in the regulatory environment, industry and the
market;
• Regular monitor and evaluation of progress towards strategic goals and assesses
operational performance;
• Understanding key risks faced by business and its mitigation plan(s)
• Engagement in ethics and compliance with the Company's code of conduct.
The Board evaluated the performance of the Committees on the parameters including the
following:
• Appropriateness of size and composition;
• Clarity of mandate and well-defined strategy;
• Reporting to the Board on the Committee's activities;
• Availability of appropriate and updated internal and external support or
resources to the Committees.
Performance Evaluation of Individual Directors:
The performance evaluation of the Individual Directors were carried out by the Board
and other Individual Directors, considering the aspects including:
• Sufficient knowledge of Company strategy and objective, Director comes well
prepared and informed for the Board/ committee meeting(s);
• Director demonstrates a willingness to devote time and effort to understand the
Company and its business
• Director has ability to remain focused at a governance level in Board/ Committee
meetings.
• Adequate and productive use of knowledge and experience of the Independent
Directors for the Functioning of Board;
• Director understands regulatory, financial, fiduciary and ethical requirements
of the Board/committee;
• Ask questions/ critique proposals with confidence and is able to present his/
her views convincingly;
• Open and effective participation in Board discussions;
• Keep stakeholder interest as the touchstone in endorsing decisions and behave in
accordance with Company's values and beliefs.
Performance Evaluation of Chairman
• Display of effective leadership qualities and skill;
• Implementation of observations/ recommendations of Board Members;
• Effective and timely resolution of grievances of Board Members;
• Ability to bring convergence in case of divergent views and conflict of interest
situation tabled at Board Meetings;
The evaluation brought to notice that the sharing of information with the Board, its
timeliness, the drafting of agenda notes and the content thereof as well as the drafting
of the minutes were found to be satisfactory. Therefore, the outcome of the performance
evaluation for the period under report, was satisfactory and reflects how well the
directors, Board and Committees are carrying their respective activities.
The independent directors in its separate meeting without the attendance of
non-independent directors and members of management, reviewed -
(a) the performance of non-independent directors and the Board as a whole;
(b) the performance of the Chairman of the company, taking into account the views of
executive directors and non-executive directors;
(c) the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
Subsequently, it was reviewed at the Nomination and Remuneration Committee Meeting. The
Nomination and Remuneration Committee forwarded their recommendation based on such
Performance Evaluation Process to the Board.
After completion of internal evaluation process, the Board also reviewed the
Performance Evaluation of the Board, its committees and individual directors. The
Performance Evaluation of the Independent Directors of the Company was done by the Board,
excluding the Independent Directors being evaluated. Further, the Board, excluding the
Independent Directors being evaluated, also carried out evaluation of fulfillment of the
independence criteria as specified inapplicable SEBI Listing Regulations, by the
Independent Directors of the Company and their independence from the management of the
Company. The Board expressed its satisfaction with the evaluation process and results
thereof.
16. Number of meetings of the Board of Directors
During the financial year ended 31st March 2024, 6 (Six) meetings of the
Board were held, as follows:
| S. No. |
Dates of Board Meeting |
Board Strength |
No. of directors present |
| 1. |
May 12, 2023 |
4 |
4 |
| 2. |
May 23, 2023 |
4 |
4 |
| 3. |
August 08, 2023 |
4 |
4 |
| 4. |
August 24, 2023 |
4 |
4 |
| 5. |
November 09, 2023 |
4 |
4 |
| 6. |
February 07, 2024 |
4 |
4 |
The intervening gap between the two consecutive Board meetings was within the period
prescribed period of 120 days as specified under the provisions of Section 173 of the
Companies Act 2013 and SEBI Listing Regulations.
17. Committee of the Board
The Board has constituted three Committees of the Board;
(1) Audit Committee,
(2) Nomination and Remuneration Committee,
(3) Stakeholders' Relationship Committee.
The composition of above mentioned Committees including the number of the meetings held
during the financial year are as follows:
A. Audit Committee
The composition, quorum, powers, role and scope are in accordance with Section 177 of
the Companies Act, 2013 and other applicable provisions of SEBI Listing Regulations, 2015.
The Audit Committee is responsible for the effective supervision of the financial
reporting process, reviewing with the management the financial statements and ensuring
their compliance with accounting standards, Listing Regulations and other legal
requirements and ensuring compliance with internal controls; reviewing finding of internal
audit and ensuring follow up action on significant findings and reviewing quarterly, half
yearly and annual accounts. All the recommendations made by the Audit Committee were
accepted by the Board.
Five meetings of the Audit Committee were held during the financial year 2023-24 on May
12, 2023, August 08, 2023, August 24, 2023, November 09, 2023, and February 07, 2024.
The composition of the Audit Committee as on March 31, 2024, including the attendance
of the committee members at the meetings held during the financial year is as follows:
| Name of Members |
Category |
Designation |
Number of Meetings during the Financial Year 2023-24 |
|
|
|
Held during tenure of Member/Chairman |
Attended |
| Mr. Pradeep Kumar Jain* |
Independent Director |
Chairman |
5 |
5 |
| Mr. Jitender Kumar Sharma |
Independent Director |
Member |
5 |
5 |
| Mr. Padam Chandra Bindal |
Non-Executive Director |
Member |
5 |
5 |
* The second term of five consecutive years of Mr. Pradeep Kumar Jain, Non- Executive
Independent Director of the Company would be completing on 28th September,
2024.
B. Nomination & Remuneration Committee
The Nomination and Remuneration Committee (N & R Committee) of the Company is
constituted in line with Section 178 of the Companies Act, 2013 and as per the applicable
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Committee of the Board, inter alia, recommends to the
Board of Directors, the compensation terms of Executive Director/ Manager. It also
recommends successions and appointments for the membership of the Board and the senior
management.
Nomination and Remuneration Policy
The Company's Nomination and Remuneration Policy is driven by the success and
performance of the individual employee and the Company. Through its compensation program,
the Company endeavor's to attract, retain, develop and motivate a high performance
workforce. Individual performance pay is determined by business performance and the
performance of the individuals measured through the annual appraisal process.
The Company firmly believes in attracting and retaining high caliber talent. The
Nomination and remuneration policy, therefore, takes into account the competitive
circumstances so as to attract & retain quality talent. As per the provisions of
Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule
II of the Listing Regulations and Scale Based Regulation framework issued by the Reserve
Bank of India ("RBI") and as per the Guidelines on Compensation of Key
Managerial Personnel and Senior Management in NBFCs Issued by RBI, on the recommendation
of the Nomination & Remuneration Committee of the Company, the Board of Directors has
approved a policy which lays down a framework in relation to appointment and remuneration
of Directors, Key Managerial Personnel/ Senior Management and their remuneration including
criteria for determining qualifications, positive attributes, independence etc.
The Policy broadly lays down the guiding principles, philosophy and the basis for
payment of remuneration to Directors, Key Managerial Personnel, and other employees. The
policy also provides the criteria for determining qualifications, positive attributes and
Independence of Director and criteria for appointment of Key Managerial Personnel/Senior
Management while making selection of the candidates. Pursuant to Section 134(3) of the
Companies Act, 2013, the nomination and remuneration policy of the Company is available on
the website of the Company at www.leadfinancialservices.in.
One meeting of N & R Committee was held during the year 2023-24 on May 23, 2023.
The composition of Nomination & Remuneration Committee as on March 31, 2024
including the attendance of the committee members at the meeting held during financial
year is as follows:
| Name of Members |
Category |
Designation |
Number of Meetings during the Financial Year 2023-24 |
|
|
|
Held during tenure of Member/Chairman |
Attended |
| Mr. Jitender Kumar Sharma |
Independent Director |
Chairman |
1 |
1 |
| Mr. Pradeep Kumar Jain* |
Independent Director |
Member |
1 |
1 |
| Mr. Padam Chandra Bindal |
Non-Executive Director |
Member |
1 |
1 |
* The second term of five consecutive years of Mr. Pradeep Kumar Jain, Non- Executive
Independent Director of the Company would be completing on 28th September,
2024.
C. Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted in line with
Section 178 of the Companies Act, 2013 and applicable provisions of SEBI Listing
Regulations.
The Stakeholder's Relationship Committee is primarily responsible to review all matters
connected with the Company's transfer/transmission of securities and redressal of
shareholder's/investor's/security holder's complaints transposition, issue of duplicate
share certificates, approval of demat/remat of share certificates, issue of duplicate
share/debenture certificates and services being rendered by the Registrar & Share
Transfer Agent.
Four meetings of the Stakeholder's Relationship Committee were held during the
financial year 2023-24 on May 12, 2023, August 08, 2023, November 09, 2023, and February
07, 2024.
The composition of the Stakeholder Relationship Committee as on March 31, 2024,
including the attendance of the committee members at the meeting held during the financial
year is as follows:
| Name of Members |
Category |
Designation |
Number of Meetings during the Financial Year 2023-24 |
|
|
|
Held during tenure of Member/Chairman |
Attended |
| Mr. Jitender Kumar Sharma |
Independent Director |
Chairman |
4 |
4 |
| Mr. Pradeep Kumar Jain* |
Independent Director |
Member |
4 |
4 |
| Mr. Padam Chandra Bindal |
Non-Executive Director |
Member |
4 |
4 |
* The second term of five consecutive years of Mr. Pradeep Kumar Jain, Non- Executive
Independent Director of the Company would be completing on 28th September,
2024.
During the year under review no investor grievance was received or was pending with the
Company (including in the SCORES account of the Company).
18. Vigil Mechanism and Whistle Blower Policy:
The Company promotes ethical behavior in all its business activities and has put in
place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil
mechanism and
Whistle blower policy under which the employees are free to report violations of
applicable laws and regulations and the Code of Conduct. Employees may also report to the
Chairman of the Audit Committee. During the financial year, no employee was denied access
to the Audit Committee.
19. Particulars of Loans, Guarantees or Investments under section 186 of the Companies
Act 2013
The provisions of Section 186 of the Companies Act, 2013 pertaining to granting of
loans to any persons or bodies corporate and giving of guarantees or providing security in
connection with the loan to any other bodies corporate or persons are not applicable to
the Company, as the Company is a Non-Banking Financial Company.
20. Corporate Social Responsibility (CSR)
The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social
Responsibility is not applicable to the company.
21. Related Party Transactions:
Particulars of Contracts or Arrangements with related parties referred to in Section
188(1) are mentioned in Form AOC- 2 as annexed in Annexure C.
Further, all related party transactions are mentioned in Note of the Financial
Statements forming part of the Annual Report.
22. Share Capital
The Authorized Share Capital of the Company was Rs. 35,000,000/- divided into 3,500,000
Equity Shares having a face value of Rs. 10/- each and the Issued, Subscribed, and Paid up
Equity Share Capital of the Company was Rs. 33,000,000/- divided into 33,00,000 equity
shares having a face value of Rs. 10/- each as on March 31, 2024.
There were no changes in Authorized, Issued, Subscribed and Paid up Equity Share
Capital during the financial year 2023-24.
23. RBI Compliances
The Company from the date of receipt of NBFC Registration continues to comply with all
the applicable regulations, guidelines, etc. prescribed by the RBI, from time to time
As a non-deposit-taking non systemically important Non-Banking Financial Company
(NBFC-ND- NSI), the Company always strives to operate in compliance with applicable RBI
guidelines and regulations and employs its best efforts towards achieving the same.
Further The Company has been categorised as Base Layer NBFC under the Scale-Based
Regulatory framework for NBFCs introduced by the RBI, effective from 19th
October 2023
24. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
In compliance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, the details of conservation of
energy, technology absorption, foreign exchange earnings and outgo are as follows:
| A) CONSERVATION OF ENERGY: |
|
| (i) The steps taken or impact on conservation of energy; |
|
| (ii) The steps taken by the company for utilizing alternate sources of energy; |
N.A. N.A. |
| (iii) the capital investment on energy conservation equipments; |
N.A. |
| B) TECHNOLOGY ABSORPTION: |
|
| (i) the efforts made towards technology absorption; |
N.A. |
| (ii) the benefits derived like product improvement, cost reduction, product
development or import substitution; |
N.A. |
| (iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)- |
N.A. |
| (a) the details of technology imported; |
N.A. |
| (b) the year of import; |
N.A. |
| (c) whether the technology been fully absorbed; |
N.A. |
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and |
N.A. |
| (iv) the expenditure incurred on Research and Development. |
N.A. |
| C) FOREIGN EXCHANGE EARNINGS AND OUTGO: |
|
| 1. Total foreign exchange used and earned. |
The information of foreign exchange earnings and outflow is furnished in notes to
accounts. |
25. Extract of the annual return
Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act 2013,
the Annual Return of the Company for the financial year 2023-24 in Form MGT-7 is available
on the website of the Company at www.leadfinancialservices.in.
26. Significant/material orders passed by the regulators:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and operations of the Company in future.
27. Managerial/ Employee Remuneration:
The information required under section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is mentioned in Annexure D.
No employee is in receipt of remuneration as specified under section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Accordingly, Statement of Particulars of Employees
pursuant to the provisions of Section 197(12) of the Companies Act, 2013 (as amended) read
with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (as amended) for the financial year ended March 31, 2024, is not
required.
28. Corporate Governance Report:
Since, the paid- up capital of the Company during the financial year is less than Rs.
10 Crores and the Net worth is less than Rs 25 Crores, the provisions of the Corporate
Governance (specified in the regulations 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of regulation 46 and Para C, D and E of Schedule V) as stipulated under Regulation
15(2) of SEBI Listing Regulations are not applicable to the Company. Hence, no separate
report on Corporate Governance Report has been given.
However, the Company is complying and doing every effort to comply with the provisions
of the Corporate Governance and to see that the interest of the Shareholders and the
Company are properly served. It has always been the Company's endeavor to excel through
better Corporate Governance and fair & transparent practices, many of which have
already been in place even before they were mandated by the law of land.
29. Director's Responsibility Statement
The financial statements are prepared in accordance with the Indian Accounting
Standards under historic cost convention on accrual basis and as per the Companies Act,
2013. As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, directors confirm that:-
(a) in the preparation of the annual accounts, 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 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 the 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 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.
30. Maintenance of Cost Records
The maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the
Company.
31. Risk Management and Policy
As a NBFC, the Company has laid down a well-defined risk management framework to
identify, assess and monitor risk and strengthen controls to mitigate risk. The Company
has laid down procedures to inform the Audit Committee as well as the Board of Directors
about risk assessment and management procedures and status. The Risk management process
has been established across the Company and is designed to identify, assess and frame a
response to threats that affect the achievement of its objectives. Further, it is embedded
across all the major functions and revolves around the goals and objectives of the
Company.
The Company has a strong risk management framework to identify, monitor and minimize
risk and also identify business opportunities.
32. Listing on Stock Exchange (s)
The Equity shares of the Company are listed on the stock exchange at:
| BSE Limited (BSE) |
The Calcutta Stock Exchange Limited (CSE) |
| Corporate Relationship Department |
The Secretary |
| Phiroze Jeejeebhoy Towers, |
7, Lyons Range |
| Dalal Street, Fort, Mumbai - 400 001 |
Kolkata-700001 |
Listing fees including for the year 2024-25 have been paid within the due date to the
respective Stock Exchange.
33. Registrar & Share Transfer Agent
The company has appointed Registrar and Share Transfer Agent. The shareholders are
advised to approach Registrar and Share Transfer Agent on the following address for any
share & demat related queries and problem.
| Name |
Beetal Financial & Computer Services Private Limited |
| Address |
Beetal House, 3rd Floor, 99, Madangir, Behind LSC Near Dada HarsukhdasMandir, New
Delhi-11006 |
| Telephone No. |
011-29961281; 29961283 |
| FAX No. |
011-29961284 |
| E-mail Address |
beetalrta@amail .com |
| Website |
www.beetalfinancial.com |
34. Transfer System
During the year, shares in physical form were processed by the Registrar and Share
Transfer Agent within 15 days from the date of receipt, provided the documents are valid
and complete in all respects. Beetal Financial and Computer Services (P) Limited, Share
Transfer Agent of the Company, is authorized to sign the share certificates on behalf of
the Company for expeditious disposal of transfer requests.
Pursuant to Regulation 40 of the SEBI Listing Regulations, the securities of listed
companies can be transferred, transmission or transposition only in the dematerialized
mode. As per SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated
January 25, 2022 has mandated the Listed Companies to issue securities in demat form only
while processing service requests viz. Issue of duplicate securities certificate; claim
from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement;
Sub-division/ Splitting of securities certificate; Consolidation of securities
certificates/ folios; Transmission and Transposition. Further, SEBI vide its Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/65 dated May 18, 2022 has simplified the procedure
and standardized the format of documents for transmission of securities. Accordingly,
Members are requested to make service requests by submitting a duly filled and signed Form
ISR - 4, the format of which is available on the Company's website, i.e
www.leadfinancialservices.in and on RTA website under the web link at https:
//www.beetalfinancial .com.
Members holding equity shares of the Company in physical form are requested to kindly
get their equity shares converted into demat/electronic form to get inherent benefits of
dematerialization and also considering that physical transfer of equity shares/ issuance
of equity shares in physical form have been disallowed by SEBI.
In case of shares in electronic form, the transfers are processed by NSDL/CDSL through
respective Depository Participants.
35. Dematerialization of Shares
The company's equity shares are eligible for dematerialization. The company has signed
agreements with both the depositories namely NSDL and CDSL. The shareholders may therefore
hold the company's shares in electronic mode.
The company's ISIN No. for both the depositories is INE531D01010. The Stock Code
for the Equity Shares of the Company at Bombay Stock Exchange Limited (BSE) is 531288 and
The Calcutta Stock Exchange Limited (CSE) is 022034.
As on 31st March 2024, 50.709 % and 7.801 % of the Equity Shares of the
Company are held in dematerialized form with NSDL and CDSL respectively.
36. Disclosure under the Sexual Harassment of Women at Work Place (Prevention,
Prohibition and Redressal) Act, 2013
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, the Company has formulated and implemented a policy on
prevention of sexual harassment at the workplace with a mechanism of loading complaints.
There is an Internal Complaints Mechanism wherein any wrongful conduct as regards sexual
harassment or any discrimination can be reported. The following is a summary of sexual
harassment complaints received and disposed of during the year under review-
| • No. of complaints received |
: Nil |
| • No. of complaints disposed of |
: N.A |
| • No. of complaints pending |
: Nil |
37. Compliance with Secretarial Standards
The Company has duly followed the applicable Secretarial standards, relating to the
Meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the
Institute of Company Secretaries of India (ICSI).
38. Disclosure with respect to Demat Suspense Account/Unclaimed Suspense Account:
The Company does not have any shares in the demat suspense account or unclaimed
suspense account and the following details as mentioned below:
| (a) aggregate number of shareholders and the outstanding shares in the suspense
account lying at the beginning of the year; |
NIL |
| (b) number of shareholders who approached listed entity for transfer of shares from
suspense account during the year; |
NIL |
| (c) number of shareholders to whom shares were transferred from suspense account
during the year; |
NIL |
| (d) aggregate number of shareholders and the outstanding shares in the suspense
account lying at the end of the year; |
NIL |
| (e) that the voting rights on these shares shall remain frozen till the rightful owner
of such shares claims the shares. |
NIL |
39. Other Disclosures
> During the financial year 2023-24, the Company has not made any application and no
such proceeding is pending under the Insolvency and Bankruptcy code, 2016.
> There were no instances where the Company required the valuation for one time
settlement or while taking the loan from the Banks or Financial institutions.
> The Company has not issued shares with differential voting rights and sweat equity
shares during the year under review.
40. Acknowledgement
We thank our clients, investors and bankers for their continued support during the
year. We place on record our appreciation of the contribution made by employees at all
levels.
We thank the Government of India particularly the Reserve Bank of India, the Securities
and Exchange Board of India (SEBI), Stock Exchange(s), and other government
agencies/authorities for their support and look forward to their continued support in
future.
Your Company's employees are the keys for its attaining new heights. Your Directors
place on record their deep appreciation of the commitment and professionalism displayed by
them.
We also value the support provided by the Company's Shareholders and we look forward to
your continuing future support.
|
For and on behalf of the Board |
|
For Lead Financial Services Limited |
|
Sd/- |
|
Padam Chandra Bindal |
|
Chairman |
|
DIN: 00004769 |
| Place: New Delhi |
|
| Date: 24/08/2024 |
|
