Delta Leasing & Finance Ltd Directors Report

Dear Members,

Your Directors are pleased to presenting the 35 Annual Report together with the Audited Financial Statements of your Company for the year ended 31 March, 2019 together with the Auditors Report thereon.

FINANCIAL PERFORMANCE:

A summary of the Companys financial performance for the year ended March 31, 2019 are presented below:

FINANCIAL RESULT (IN RUPEES)

PARTICULARS	2018-2019	2017-2018
Sales and other income	71,46,202	1,19,20,104
Earnings before interest, tax and depreciation	4,66,972	4,77,972
Interest / Finance charges	12,292	12,292
Depreciation	4,48,983	4,48,983
Profit before taxation	11,232	16,697
Taxation	2,892	4,300
Profit for the year	8,340	12,397

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

Your Company had a decline in its key indicators such as turnover and profitability. Total revenue declined from Rs 119.20 Lacs in the previous year to Rs. 71.46 Lacs in the current year. The Company profit of Rs. 0.08 Lacs during the current year. The decline in key financial indicators was attributed to an overall slowdown in the economy.

PERFORMANCE REVIEW:

The Company has incurred loss during the financial year ended 31st March, 2019. Your Directors are making all efforts to improve the performance of the Company in future

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2019 was Rs. 11,60,23,400/-. During the year under review,

• Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

• Your Company has not issued any shares (including sweat equity shares) under ESOS scheme for its employees/Directors Equity Share Capital of the Company is listed on Bombay Stock Exchange.

DIVIDEND:

However with the view to conserve the resources of company the directors are not recommending any dividend.

RESERVES:

The Board of the company has decided to carry current year profit to its reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return for the year ended March 31, 2019, as prescribed in Section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached in Form MGT-9 as "Annexure A".

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) THE CURRENT COMPOSITION OF BOARD OF DIRECTORS AS ON DATE IS AS FOLLOWS :

As on 31st March, 2019, the Board of your Company consists of five Directors as follows:

NAME OF THE DIRECTORS	DESIGNATION
Ms. Renu Jindal	Managing Director
Ms. Seema Khandelwal	Executive Director
Mr. Pawan Kumar Poddar	Non-executive Director
Mr. Uttam Kumar Srivastava	Non-executive Director
Mr. Satendrapratap Jaeswal	Non-executive Director

The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015. All the Directors are having vast knowledge and experience in their relevant fields and the Company had benefitted immensely by their presence in the Board.

(B) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL :

During the year, Mr. Pawan Kumar Poddar, Non-executive Independent Director has resigned from the Board with effect from June 12, 2019 due to personal reasons and any other commitments. The Board places on record their appreciation for the commendable contribution made by Mr. Pawan Kumar Poddar as Independent Director during his tenure in the Company. The Board took on record the confirmation from Mr. Pawan Kumar Poddar that there are no material reasons for resignation other than those provided.

Ms. Neha Garg resigned as Company Secretary & Key Managerial Personnel of the Company with the effect from June 30, 2018. The Board has placed on record his sincere appreciation and gratitude for contributions made by her during her tenure as Company Secretary.

(C) RETIRE BY ROTATION

In terms of the provisions of Section 152 of the Companies Act, 2013, Ms Seema Khandelwal (DIN: 00007351), is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and on being eligible offers herself for re-appointment as Director of the Company.

A brief resume of the Director, the nature of expertise in specific functional areas and names of Companies in which they hold Directorship and/or Membership/Chairmanship of Committees of the Board, as stipulated under Regulation 36 of SEBI (Listing and Obligations and Disclosure Requirements) Regulations, 2015, is annexed with the Notice calling the Annual General Meeting of the Company.

(D) APPOINTMENT

During the year under review, No Director had been appointed onto the Board of your Company.

(E) BOARDS INDEPENDENCE

The definition of Independence of Directors is derived from Section 149(6) of the Companies Act, 2013. A declaration has been received from the following Non-Executive Directors confirming their Independence in terms of Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013 :-

1. Mr. Pawan Kumar Poddar (DIN: 02152971)

2. Mr. Satendrapratap Jaeswal (DIN: 06864542)

3. Mr. Uttam Kumar Srivastava (DIN: 03372917)

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation 2015.

MEETINGS:

NUMBER OF BOARD MEETINGS

During the year under review, Ten (10) Board Meetings were held. The details of Board meetings and the attendance of Directors in such meetings are given in the Corporate Governance Report forming part of this Annual Report.

The maximum gap between any two meetings was not more than one hundred and twenty days.

AUDIT COMMITTEE

During the year under review, Company had Six (6) Audit Committee Meetings. The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013. More than half of member of Audit committee are Independent Director. The Audit Committee have Independent Director as a Chairperson.

The details of the Audit Committee and the attendance of its members are provided in the Corporate Governance Report. The role, terms of reference, authority and powers of the audit committee are in conformity with Section 177 of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

During the year under review, Company had One (1) Nomination & Remuneration Committee Meetings. The Nomination & Remuneration Committee is constituted in line with the Section 178 of the Companies Act, 2013. The members of Nomination and Remuneration Committee are Non-Executive Directors. The Chairperson of Nomination and Remuneration is a Independent Director.

The details of the Nomination and Remuneration Committee and the attendance of the members are provided in the Corporate Governance Report. The role, terms of reference, authority and powers of the Nomination and Remuneration Committee are in conformity with the provisions of Companies Act, 2013.

SHARE TRANSFER COMMITTEE

During the year under review, Company had Two (2) Share Transfer Committee Meetings. The Share Transfer Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013.

The details of the Share transfer Committee and the attendance of its members are provided in the Corporate Governance Report.

STAKEHOLDERS GRIEVANCE CUM STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review, Company had Four (4) Stakeholders Grievance cum Stakeholders Relationship Committee Meetings. The Stakeholders Grievance cum Stakeholders Relationship Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013.

The details of the Stakeholders Relationship Committee and the attendance of its members are provided in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the provisions of Section 186 of the Companies Act, 2013, details regarding Loans, Guarantees and Investments are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTION

Your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions. The same is uploaded on the website of your Company. All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes which have occurred between the end of financial year till the date of this report, affecting the financial position of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013

Conservation of Energy: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Technology absorption: The Company has not imported any technology. Hence, the particulars with respect to efforts made towards technology absorption and benefits derived etc. are not applicable to the Company.

Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

POLICIES OF THE COMPANY

Your Company has posted the following documents on its website www.deltaleasing.in:

1. Code of Conduct and Ethics

2. Vigils Mechanism Policy

3. Risk Management Policy

4. Policy on criteria for determining Materiality of events or information.

5. Preservation of Documents & Archival Policy.

6. Familiarization programme for Independent Director.

7. Policy on Board Diversity

8. Related Party Transaction Policy.

9. Code of practices & procedures for fair disclosure of price sensitive information

VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called Vigil Mechanism (Whistle Blower Policy) for Directors, employees and Stakeholders of the Company to report to the appropriate authorities about unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism.

The Whistle Blower can directly approach the Chairperson of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct in exceptional circumstances.

RISK MANAGEMENT POLICY

In accordance with Regulation 17(9) the SEBI (LODR) Regulations, 2015 the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance the Companys competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

REMUNERATION POLICY

On recommendation of Nomination and Remuneration committee, the board framed policies for selection, appointment and remuneration of managerial personnel. The Remuneration Policy is stated in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

INTERNAL CONTROL SYSTEM

The Company has an internal control system commensurate with the scale, size and the operation of the organization. Internal Auditor audited the Companys internal control systems. The internal auditor monitors for efficiency of internal control system and also reviewed the major transactions. The Internal Auditor reported directly to the Audit Committee to ensure complete independence.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in terms of the provisions of Section 73 of the Companies act, 2013.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013, M.M. Goyal & Co., Chartered Accountants, was appointed as Statutory Auditors of the Company at 32nd Annual General Meeting held on September 30, 2016 for a period of 5 years, that is to hold office from the conclusion of the meeting until the conclusion of the 37th Annual General Meeting of the Company.

However, Ministry of Corporate Affairs, vide its Notification dated 7th May, 2018 amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules, 2014 and accordingly, provisions of requirement of ratification of appointment of auditor at every general meeting is dispensed with. Therefore, at the ensuing general meeting members are not required to ratify Auditors appointment and M/s. M. M. Goyal & Co, will continue to act as Statutory Auditors for the remaining period of the term till the 37th Annual General Meeting.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Board has duly examined the Statutory Auditors Report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report. Further, your Directors confirm that there are no qualifications, reservations or adverse remarks or disclaimers in the Independent Auditors Report provided by Statutory Auditors for the FY 2018 - 2019.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, M/s. KPG & Associates, Company Secretary Firm was appointed to conduct the secretarial audit for the financial year 2018-19. The Secretarial Audit Report in MR-3, submitted by the Secretarial Auditor for the FY 2018 - 2019 is annexed to Directors Report.

BOARDS RESPONSES TO OBSERVATIONS/QUALIFICATIONS IN SECRETARIAL AUDIT REPORT

The Boards responses to the qualifications and other observations are as follows:

The Secretarial Auditors (Auditors) have submitted their report in form No. MR-3 and qualified their opinion/observations in respect of the Secretarial Audit conducted for the financial year 2018-2019 as under and the Boards responses are given against each qualification/ observation as follows:

1. As mentioned in our report for the financial year ended on March 31, 2019, The company is carrying on NBFC activities pursuant to the Order of the Honble High Court of Delhi dated 04/04/2011, according to which M/s Euphoria Capital Private Limited (holding Certificate of Registration u/s 45-1A of RBI Act, 1934) was amalgamated with M/s Delta Leasing and Finance Limited, wherein the order stated that the Certificate of Registration u/s 45-1A of RBI Act, 1934 of M/s Euphoria Capital Private Limited be transferred in the name of the Company. However, During the Financial year 2016-17 RBI had instructed the Company to obtain a new certificate & the matter is still pending with the RBI.

The Company has filed an Application with the Reserve Bank of India vide Online reference Number 13713 Dated 07th November, 2017 and further physical copy vide Letter dated 13th December, 2017. Reserve Bank has vide Letter dated 08th January 2018 returned the Application with an instruction to resubmit the Application on Online portal along with the required attachment. The Company has further resubmitted the Fresh Application online vide reference Number 18242. The Status of the Application shows as Pending for Approval. The matter is prejudicial and the Management shall take necessary action to resolve the issue at the earliest.

Boards Response: During the Financial year 2016-17 RBI had instructed the Company to obtain a new certificate. In this regard, Company has already filed an Application with required attachment. Further, Management is committed in getting the matter to resolve shortly.

2. The Company has not complied with the Compliances as applicable to NBFC Companies in terms of the Regulations applicable to Non- Deposit accepting NBFC Companies.

Boards Response : Since RBI had instructed the Company to obtain a new certificate. Therefore, Company has not complied with the Compliances as applicable to NBFC Companies. In this regard, Management has ensured to resolve the Application matter as well as compliances as applicable to NBFC Companies at earliest.

3. The Last Company Secretary of the Company had resigned on June30, 2018. However the Company has not appointed a Company Secretary which is Non-Compliance of Section 203 of Companies Act, 2013 and Regulation 6(1) of SEBI (LODR) Regulations, 2015.

Boards Response : The Company was listed at the BSE since 2013 and has been managing with a qualified Company Secretary as Compliance Officer under Reg. 6(1) of SEBI (LODR) Regulations, 2015 continuously. The Last Company Secretary of the Company had resigned on June 30, 2018.

Due to stress in the Finance sector, the Company could not pay the salaries regularly to the employees and key managerial personnel. So, the Company Secretary discontinued her services and left the Company. We have advertised several times for a qualified company secretary, but we did not obtain any of the person till date.

4. The Company has not paid Annual Listing of Bombay Stock Exchange for year ended March 2018 and March 2019, which is Non-Compliance of Regulation 14 of(listing obligations and disclosure requirements) regulations 2015.

Boards Response : The Company has a track record of duly making the payment to the Bombay Stock Exchange. However, this time the delay is because of the unstable financial condition of the Company and the company is in the process of payment of fees as the amount involved is hefty.

5. The Company has not filed INC 22A (E-form Active)as mandated by Companies Act, 2013 and the Rules framed thereunder. The status of Company is ACTIVE Non-Compliant at Ministry of Corporate Affairs.

Boards Response : Due to non-appointment of Company Secretary, Company has not filed INC 22A (E-form Active) as mandated by Companies Act, 2013 and the Rules framed thereunder. Company is looking for filling the post but unable to find suitable candidate for the post of qualified Company Secretary. Management has ensured to resolve the matter shortly.

6. The Company has not filed MGT 14 for Appointment of Internal Audit as on date of signing of this Report.

Boards Response : The Company will file form MGT-14 for Appointment of Internal Audit as soon as possible.

7. The Company has been suspended for trading by Bombay Stock Exchange(BSE) for Non-payment of Penalty levied on account of non-compliance with Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for two consecutive quarters i.e., March 2017 & June 2017.

Boards Response : Management are taking necessary steps for complying with the procedure and all extant norms prescribed for revocation of suspension.

COST AUDIT

Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since the turnover of the Company is less than the limit prescribed.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the valuation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.

Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

CORPORATE GOVERNANCE

A Report on Corporate Governance as required under Listing Regulations forms part of the Annual Report.

The report on Corporate Governance together with the Auditors Certificate regarding the Compliance of conditions of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed with the Annual Report.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretarial of India and approved by the Central Government.

PARTICULARS OF EMPLOYEES

(A). The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as "Annexure - B" to this Report.

(B). The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary.

(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more, or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

Your Company has zero tolerance for sexual harassment at workplace and has set up Committee for safety of women employees at workplace. During the year Company has not received any complaint of harassment.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under Regulation 34 read with Part B of Schedule V of SEBI (LODR) Regulations, 2015, the details pertaining to Internal Financial Control systems and their adequacy have been disclosed in the Management Discussion and Analysis Report forming part of this Annual Report.

LISTING

The equity shares of the Company are listed with Bombay Stock Exchange with Scrip Code No.535486.

SUSPENSION OF TRADING IN SHARES OF THE COMPANY

The Equity Shares of your Company are presently listed on Bombay Stock Exchange (BSE). The Company is suspended from trading in the shares of the Company on BSE due to non- compliance with the provision of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and your directors are taking necessary steps for complying with the procedure and all extant norms prescribed for revocation of suspension.

THE CORPORATE SOCIAL RESPONSIBILITY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the Companies Act, 2013 along with Rules made thereunder are not applicable to our Company and therefore, neither the CSR Committee nor the CSR Policy are required to be framed by the Company.

GREEN INITIATIVES

Electronic copies of the Annual Report 2018-19 and the Notice of the 35th AGM are sent to all members whose email addresses are registered with the Company / depository participants. For members who have not registered their email addresses, physical copies are sent in the permitted mode.

BUSINESS RESPONSIBILITY REPORT

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 500 listed entities, based on market capitalization, to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective. Accordingly, this circular is not applicable to our company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the Company confirm the following:

• that in the preparation of the annual financial statements for the year ended March 31, 2019 the applicable accounting standards have been followed and no material departures have been made;

• that appropriate accounting policies and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs as at March 31, 2019 and of the profits of the Company for the Financial year ended March 31, 2019;

• that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been made; and

• that the Annual Financial Statements have been prepared on going concern basis;

• that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• that they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effective.

ACKNOWLEDGMENTS

Your Directors wish to express their grateful appreciation to the continued cooperation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

	For and on behalf of the Board of Directors
	For DELTA LEASING & FINANCE LIMITED
	Sd/-
	(RENU JINDAL)
Place: Delhi
	Chair Person & Managing Director
Date: September 2, 2019
	DIN : 01843439