ND ANNUAL REPORT. Sabrimala Leasing and Holdings Limited

Transcription

1 ND ANNUAL REPORT Sabrimala Leasing and Holdings Limited

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3 INSIDE Corporate Information Notice Directors Report Independent Auditors Report Balance Sheet Profit & Loss Account Cash Flow Statement Notes to Accounts Attendance and Proxy Form

4 ABOUT US SENIOR MANAGEMENT Sanjay Garg Amit Kumar Saraogi Arvind Kumar Singh Seema Gupta Ankur Garg COMPLIANCE OFFICER Ms. Sonam Garg 53, 5 th Floor, KLJ Tower North, Netaji Subhash Place, Pitampura New Delhi 1134 STATUTORY AUDITORS M/s. Khattar & Associates, Chartered Accountants 4, Narender Bhawan, 448, Ring Road, Azadpur New Delhi-1133 SECRETARIAL AUDITORS Ms. Hema Kumari Company Secretary 16, First Floor, G-83 Laxmi Nagar, Delhi-1192 STOCK EXCHANGES WHERE COMPANY S SHARES ARE LISTED Calcutta Stock Exchange Limited 4, Lyons Range, Dalhousie, Murgighata, B B D Bagh, Kolkata-71 REGISTRAR & SHARE TRANSFER AGENT Skyline Financial Services Pvt. Ltd. D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi INTERNAL AUDITORS M/s. Rajeev Baldev & Associates, Chartered Accountants 516B/24,DLF Colony, Rohtak, Haryana-1241 SABRIMALA LEASING AND HOLDINGS LIMITED Registered office: 53, 5 th Floor, KLJ Tower North, Netaji Subhash Place, New Delhi-1134 (CIN: L6591DL1984PLC18467) Tel: cmedia59@gmail.com

5 NOTICE Notice is hereby given that the 32 nd Annual General Meeting ( AGM ) of the Members of SABRIMALA LEASING AND HOLDINGS LIMITED will be held on Friday, 3 th September, 216 at 1: a.m. at Registered Office of the Company at 53, 5 th Floor, KLJ Tower North, Netaji Subhash Place, Pitampura, New Delhi-1134 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31 March, 216 and the reports of the Board of Directors ( the Board ) and Auditors thereon. 2. To appoint a director in place of Mr. Ankur Garg (DIN: ) who retires by rotation and being eligible offers himself for re-appointment. 3. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 213 (the Act ) read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 214 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company hereby ratifies the appointment of M/s. Khatter & Associates, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of 35 th Annual General Meeting on such remuneration as may be determined by the Board of Directors. Place: New Delhi Date: By Order of the Board of Directors For Sabrimala Leasing and Holdings Limited Sd/- (Sonam Garg) Company Secretary M. No. 355 Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LATER THAN FORTY EIGHT (48) HOURS BEFORE THE MEETING. PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES, ETC., MUST BE SUPPORTED BY APPROPRIATE RESOLUTIONS/AUTHORITY, AS APPLICABLE.

6 2. A person can act as a proxy on behalf of Members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or shareholder. 3. Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No. 4. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting. 5. Relevant documents referred to in the accompanying Notice and in the Explanatory Statements are open for inspection by the Members at the Company s Registered Office on all working days of the Company, during business hours up to the date of the Meeting. 6. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 213 are requested to send to the Company, a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting. 7. Members seeking any information with regard to the Accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the meeting. The members are requested to get their shares dematerialized. The company s ISIN Code INE4R118 pursuant to change in face value. 8. The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate Governance by allowing paperless compliances by the companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by to its members. To support this green initiative of the Government in full measure, members are requested to register their addresses in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to send their address to the following: Cmedia59@gmail.com The Notice of the AGM along with the Annual Report is being sent by electronic mode to those Members whose addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their addresses, physical copies are being sent by the permitted mode. 9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain

7 their demat accounts. Members holding shares in physical form should submit their PAN to the Company. 1. The Register of Members and Share Transfer Books of the Company will remain closed from September 14, 216 to, September 21, 216 (both days inclusive) for determining the names of the Members eligible for dividend on Equity Shares, if declared at the Annual General Meeting. Place: New Delhi Date: By Order of the Board of Directors For Sabrimala Leasing and Holdings Limited Sd/- (Sonam Garg) Company Secretary M. No 355

8 DIRECTORS REPORT To, The Members of Sabrimala Leasing and Holdings Limited Your Directors have pleasure in presenting the Annual Report and the Audited Statement of Accounts for the year ended 31 March, 216. FINANCIAL PERFORMANCE Particulars Total Turnover Less: Total Expenses Profit Before Tax and Exceptional Items Less: Tax Profit after Tax Less: Exceptional items Profit after Tax and exceptional items (In Rs.) ,11, ,95,245. (121,918,353.) (54,595,98.) 3,182,819. 5,147. (1,64,837.) (3,53,436.) 2,117, ,711. (2,931,55.) (12,213.) (813,568.) 26,498. OPEARTION & OUTLOOK The Financial year was a challenging year in many ways. Economic activity remained subdued, compounded by volatility in interest rate markets in the first half of the year. Gross Domestic Products (GDP) for the has been estimated to grow at 7.6%, giving a vision of recovery mode. During the year, your company has earned the profit of Rs. 2,117,982/- after tax before exceptional items as compared to profit of Rs. 146,711/- in the previous year. However the company has gone into losses of Rs. 8,13,568/- due to exceptional items, which includes one time listing fees paid to BSE Limited. The Company has enhanced its business activity manifolds resulting into profitability and hence, strives to achieve sustainability in long-run by ploughing back the same into the business. DIVIDEND During the year under review, to plough back the profits in the business activity, no dividend is recommended this year.

9 CORPORATE GOVERANCE With reference to SEBI circular no. CIR/CFD/POLICY CELL/7/214 dated 15 th September, 214, Compliances with the provisions of clause 49 shall not be mandatory, for the time being, in respect of the companies having paid up equity share capital exceeding Rs. 1 crore and Net worth exceeding Rs. 25 crore, as on the last day of the previous financial year. Since the company is in process of diversification of its operations and exploring all the trading possibilities, the management is trying to set all the standards for Good Governance. The company will be adopting the Clause 49 of the Listing Agreement in the coming financial years or SEBI makes it compulsory for all, whichever is earlier. FIXED DEPOSIT During the year, the Company has not accepted any fixed deposits under Section 76A of the Companies Act, 213. DIRECTORS As per the provisions of Articles of Association and the Company Act, 213, Ankur Garg, Director of the Company is liable to retire by rotation and being eligible and offered himself to be appointed as Director of the Company. The Board of Directors have recommended his appointment. STATUTORY AUDITORS M/s. Khatter & Associates, Chartered Accountants, New Delhi, the auditors of your Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to provision of section 139 of the Companies Act, 213 and rules frames there under it proposed to appoint M/s. Khatter & Associates as statutory auditors from the conclusion of the ensuring AGM till the conclusion of the 36 th Annual General Meeting, subject to annual ratification by members at Annual General Meeting. The auditors have furnished certificate regarding their eligibility for re-appointment as Company s Auditors, pursuant to section 139 of the Companies Act, 213. AUDITORS REPORT A) The Auditors'' in their Report to the members, have given a qualified opinion and the clarification of your Directors with respect to it are as follows:- 1. Note no. 12 to the financial statements, the company is in the process of reconciling the trade receivable balances with certain customers and the impact of adjustments, if any that may arise is presently not ascertainable. The company has weak system for the reconciliation of customer balances, i.e. trade receivables on periodical basis. This could results in the impact on the profitability of the company by recognition of revenue without establishing reasonable certainty of ultimate collection and other accounting adjustments on confirmation and reconciliation, if any. Clarification to Point (1)- Sabrimala Leasing and Holdings Limited is a vendor to E-commerce portals. Due to typical nature of trade, customer who buys the products, are couriered with the same after billing and many a time customer for any reason, returns the product. The same is marked as customer

10 return by e-commerce portal in their system. But there is a time lag, which sometimes take months, between the date of billing and physical receipt of customer returned product to us, due to which reconciliation becomes a bit difficult process. However, the management has already taken a note of the same and is trying to implement a more reasonable and effective way to ascertain the actual trade receivables. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE Information in accordance with the provision of Section 134 of the Companies Act, 213, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There was no a foreign exchange earnings or outgo during the year under review. SUBSIDIARY COMPANIES The Company does not have any subsidiary. CONSOLIDATED FINANCIAL STATEMENTS Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared. PARTICULARS OF EMPLOYEES As required by the provision of section 134 of the Companies Act, 213, read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding 6,,/- per annum or 5,,/- per month for any part thereof. SECRETARIAL AUDIT REPORT In terms of Section 24 of the Act and Rules made there under, Ms. Hema Kumari, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as ANNEXURE II to this report. The report is self-explanatory and do not call for any further comments. INTERNAL AUDIT & CONTROLS The Company has engaged M/s Rajeev Baldev & Associates as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

11 EXTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 213 and rule 12(1) of the Companies (Management and Administration) Rules, 214, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134 (3) C of the Companies Act, 213, with respect to the Directors Responsibility Statement, it is hereby confirmed that: i. in the preparation of the accounts for the Financial Year ended March 31, 216 the applicable accounting standards have been followed along with proper explanation relating to material departures ii. iii. iv. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 216 and of the profit of the Company for the year under review; the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 213 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the Directors have prepared the annual accounts of the Company on a going concern basis. LISTING The Equity Shares of the Company is listed at the Calcutta Stock Exchange (CSE). The Company has received the In-Principal Approval from BSE Limited for 87,14,5 equity Shares of Rs. 1/- each on 29 th August, 216. ACKNOWLEDGEMENTS Your Directors take this opportunity to express their deep and sincere gratitude to the customers of the Company for their confidence and patronage, as well as to the Government of India and Regulatory Authorities for their co-operation, support and guidance. Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company. Your Directors would also like to express their gratitude to the members for their trust and support. By Order of the Board of Directors For Sabrimala Leasing and Holdings Limited Sd/- Sd/- Place: New Delhi (Amit Kumar Saraogi) (Sanjay Garg) Date: Director Managing Director DIN DIN

12 Annexure I FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on Pursuant to Section 92 (3) of the Companies Act, 213 and rule 12(1) of the Company (Management & Administration) Rules, 214. I. REGISTRATION & OTHER DETAILS: 1. CIN L6591DL1984PLC Registration Date 2/6/ Name of the Company SABRIMALA LEASING AND HOLDINGS LIMITED 4. Category/Sub-category of the Company 5. Address of the Registered office & contact details COMPANY LIMITED BY SHARES INDIAN NON-GOVERNMENT COMPANY 53, KLJ TOWER NORTH, NETAJI SUBHASH PLACE, PITAMPURA, NEW DELHI Whether listed company LISTED 7. Name, Address & contact details of the Registrar & Transfer Agent, if any. Skyline Financial Services Pvt. Ltd D-153 A, 1st Floor, Okhla Industrial Area,Phase - I, New Delhi II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 1 % or more of the total turnover of the company shall be stated) S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company 1 Retail sale of telecommunication equipment % III. PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATE- NIL

13 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A) Category-wise Share Holding Category of Shareholders No. of Shares held at the beginning of the year [As on 31-March-215] Demat Physica l Total % of Total Share s No. of Shares held at the end of the year [As on 31-March-216] Demat Physica l Total % of Total Share s % Chang e during the year A. Promoters (1) Indian a) Individual/ HUF - b) Central Govt - c) State Govt(s) - d) Bodies Corp. - e) Banks / FI - f) Any other - Total shareholding of Promoter (A) - B. Public Shareholding 1. Institutions - a) Mutual Funds - b) Banks / FI - c) Central Govt - d) State Govt(s) - e) Venture Capital Funds - f) Insurance Companies -

14 Category of Shareholders No. of Shares held at the beginning of the year [As on 31-March-215] Demat Physica l Total % of Total Share s No. of Shares held at the end of the year [As on 31-March-216] Demat Physica l Total % of Total Share s % Chang e during the year g) FIIs - h) Foreign Venture Capital Funds - i) Others (specify) - Sub-total (B)(1): Non-Institutions a) Bodies Corp i) Indian - ii) Overseas - b) Individuals - i) Individual shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh (.93) c) Others (specify) - Non Resident Indians - Overseas Corporate Bodies - Foreign Nationals - Hindu Undivided Family (2.62) Trusts -

15 Category of Shareholders No. of Shares held at the beginning of the year [As on 31-March-215] Demat Physica l Total % of Total Share s No. of Shares held at the end of the year [As on 31-March-216] Demat Physica l Total % of Total Share s % Chang e during the year Foreign Bodies - D R - Sub-total (B)(2): Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs - Grand Total (A+B+C) B) Shareholding of Promoter- NIL C) Change in Promoters Shareholding (please specify, if there is no change)- NIL D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs): SN For Each of the Top 1 Shareholders Shareholding at the beginning of the year No. of shares % of total shares of the company Date Increase/Decrease in Shareholdings Reason Cumulative Shareholding during the Year ( No. of shares 1. Kanchan Saraogi 3,5, No Change - 3,5, Ritu Garg 2,5, No Change - 2,5, Honey sharma 2,2, No Change - 2,2, Atul Kumar Gupta 1,5, No Change - 1,5, Suneet Kharbanda 1,, No Change - 1,, Pallak Minda 1,, No Change - 1,, 1.15 % of total shares of the company 7. Paridhi Minda Jindal 1,, No Change - 1,, 1.15

16 8. Vandana Garg 1,, No Change - 1,, Lalit Gupta 1,, No Change - 1,, Satpal Rawal 1,, No Change - 1,, 1.15 E) Shareholding of Directors and Key Managerial Personnel: NIL F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. NIL XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager: SN. Particulars of Remuneration Name of MD, WTD and/or Manager Total Amount Sanjay Garg ( Amit Kumar Saraogi ( Gross salary 1,8, 1,8, 3,6, (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, Stock Option Sweat Equity - -

17 SN. Particulars of Remuneration Name of MD, WTD and/or Manager Total Amount 4 Commission - as % of profit - others, specify Others, please specify - - Total (A) 1,8, 1,8, B. Remuneration to other directors SN. Particulars of Remuneration Name of Directors Total Amount - 1 Independent Directors - Fee for attending board committee meetings - - Commission - - Others, please specify - - Total (1) Other Non-Executive Directors Ankur Garg ( ) Fee for attending board committee meetings - - Commission - - Others, please specify 1,53,25 1,53,25 Total (2) - - Total (B)=(1+2) - - Total Managerial Remuneration 1,53,25 1,53,25 Overall Ceiling as per the Act - -

18 C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD SN Particulars of Remuneration Key Managerial Personnel Isha Jain- CS ( Total 1. Gross salary 3,, 3,, (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Incometax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Option - 3 Sweat Equity Commission as % of profit - - others, specify Others, please specify - - Total 3,, 3,, XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details) A. COMPANY Penalty Punishment Compounding

19 Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details) B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding Place: New Delhi Date: By Order of the Board of Directors For Sabrimala Leasing and Holdings Limited Sd/- Sanjay Garg Managing Director DIN

20 REMUNERATION DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 213 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year : Sr. No Name of Director Remuneration Median Ratio Remuneration of Employees 1. Mr. Sanjay Garg 1,8, 86, Mr. Amit Kumar Saraogi 1,8, 86, Mr. Ankur Garg 1,53,25 86, Percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year : NIL 3. Percentage increase in the median remuneration of employees in the financial year is 472 times (approx) 4. The number of permanent employees on the rolls of the Company, as on 31st March, 216 is Relationship between average increase in remuneration and Company performance: The compensation philosophy of the Company is to provide market competitive compensation that has a strong linkage to performance of the employee. 6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: Looking at the performance rating of the Key Managerial Personnel, appropriate reward by the way of merit increase or variable pay have been awarded to the Key Managerial Personnel for the current year. 7. Key parameters for any variable component of remuneration of the Executive Directors: The key parameters for the variable component of remuneration availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees. 8. There are one employees of the Company who received remuneration in excess of the highest paid Director during the financial year It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company. By Order of the Board of Directors For Sabrimala Leasing and Holdings Limited Sd/- Place: New Delhi Date: Sanjay Garg Managing Director DIN

21 Form No. MR-3 SECRETARIAL AUDIT REPORT Annexure-II [Pursuant to Section 24(1) of the Companies Act, 213 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 214] To, The Members, M/s Sabrimala Leasing & Holdings Limited 53, KLJ Tower North, Netaji Subhash Place, Pitampura, New Delhi I / we have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Sabrimala Leasing & Holdings Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period ended on 31 st March, 216, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I / we have examined the books, papers, minute books, forms and returns filed and other records maintained by Sabrimala Leasing & Holdings Limited ( The Company ) for the period ended on 31 st March, 216, according to the provisions of: I. The Companies Act, 213 (the Act) and the Rules made there under; II. The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the Rules made there under; III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not Applicable to the Company during the Audit Period.) V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ) to the extent applicable to the Company :-

22 a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 211; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 29; d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; e. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines. f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 29; and g. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; h. The Company has complied with the requirements under the Equity Listing Agreements entered into with Calcutta Stock Exchange. i. The Memorandum and Articles of Association of the Company. I / We have also examined compliance with the applicable clauses of the following: i) Secretarial Standards issued by The Institute of Company Secretaries of India. ii) The Listing Agreements entered into by the Company with the Calcutta Stock Exchange. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc mentioned above. 2. I further report that the Company has, in my opinion, complied with the provisions of the Companies Act, 213 and the Rules made under that Act and as notified by Ministry of Corporate Affairs and the Memorandum and Articles of Association of the Company, with regard to: a) Maintenance of various statutory registers and documents and making necessary entries therein; b) Closure of the Register of Members. c) Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government; d) Service of documents by the Company on its Members, Auditors and the Registrar of Companies;

23 e) Notice of Board meetings and Committee meetings of Directors; f) The meetings of Directors and Committees of Directors including passing of resolutions by circulation; g) The 31 st Annual General Meeting held on 3 th September, 215; h) Minutes of proceedings of General Meetings and of the Board and its Committee meetings; i) Approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required; j) constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors and Key Managerial Personnel; k) Payment of remuneration to Directors including the Managing Director and Whole-time Directors and Key Managerial Personnel, l) Appointment and remuneration of Auditors and Cost Auditors; m) Transfers and transmissions of the Company s shares and issue and dispatch of duplicate certificates of shares; n) Declaration and payment of dividends; o) Transfer of certain amounts as required under the Act to the Investor Education and Protection Fund and uploading of details of unpaid and unclaimed dividends on the websites of the Company and the Ministry of Corporate Affairs; p) Borrowings and registration, modification and satisfaction of charges wherever applicable; q) Investment of the Company s funds including investments and loans to others; r) form of balance sheet as prescribed under Part I, form of statement of profit and loss as prescribed under Part II and General Instructions for preparation of the same as prescribed in Schedule VI to the Act; s) Directors report; t) Contracts, common seal, registered office and publication of name of the Company; and u) Generally, all other applicable provisions of the Act and the Rules made under the Act. 3. I further report that:

24 The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes. The Company has obtained all necessary approvals under the various provisions of the Act; and There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers. The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel; 4. The Company has complied with the provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules made under that Act, with regard to maintenance of minimum public shareholding. 5. I further report that the Company has complied with the provisions of the Depositories Act, 1996 and the Byelaws framed thereunder by the Depositories with regard to dematerialization / rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company. 6. The Company has complied with the provisions of the FEMA, 1999 and the Rules and Regulations made under that Act to the extent applicable. 7. I further report that: a. the Company has complied with the requirements under the Equity Listing Agreements entered into with BSE Limited, National Stock Exchange of India Limited and Calcutta Stock Exchange Limited; b. the Company has complied with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 211 including the provisions with regard to disclosures and maintenance of records required under the said Regulations; c. the Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 including the provisions with regard to disclosures and maintenance of records required under the said Regulations;

25 8. I further report that based on the information received and records maintained there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Sd/- Hema Kumari Practicing Company Secretary FCS M.No.: 8634 CoP No.: 9914 Place: Delhi Date:

26 Independent Audit Report To, The Members of M/s Sabrimala Leasing and Holdings Limited 1. Report on the Financial Statements We have audited the accompanying financial statements of M/s Sabrimala Leasing and Holdings Limited (Hereinafter referred to as the company ), which comprise the Balance Sheet as at March 31, 216, the Statement of Profit and Loss and Cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. 2. Management s Responsibility for the Financial Statements The Company s Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 213 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 214. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. 3. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(1) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

27 An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. 4. Basis for qualified opinion We draw your attention to : Note no. 12 to the financial statements, the company is in the process of reconciling the trade receivable balances with certain customers and the impact of adjustments, if any that may arise is presently not ascertainable. 5. Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for qualified opinion paragraph above, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 216 and its profit and its cash flows for the year ended on that date. 6. Report on other Legal and Regulatory Requirements (i) (ii) As required by the Companies (Auditor s report) Order, 216 ( the Order ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable. As required by section 143(3) of the Act, we report that;

28 (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts. (d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 214. (e) On the basis of written representations received from the directors as on March 31, 216, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 216, from being appointed as a director in terms of Section 164(2) of the Act. (f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B ; and (g) With respect to the other matters to be included in the Auditor s Report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 214, in our opinion and to the best of our information and according to the explanations given to us: i. The company does not have any pending litigations as on which have impact on its financial position in its financial statements; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. For M/s Khatter & Associates Firm Registration No N Chartered Accountants Sd/- ADITI Partner M.No Place : New Delhi Date : May 3, 216

29 Annexure "A'' to the Independent Auditors report [The annexure referred to in Paragraph 6 (i) under the heading of Report on other Legal & Regulatory Requirements of Independent Auditors Report to the members of the Company on the financial statements for the year ended 31 March 216, we report that : (i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) The fixed assets have been physically verified by the Management according to the program of periodical verification in phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. The discrepancies noticed on such physical verification were not material. (ii) (iii) (iv) (v) (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no immovable properties are held in the name of the Company, accordingly paragraph 3(i)(c) of the Order is not applicable to the Company. As explained by the management, the company is into E-Commerce Business and due to nature of its business some of the stock of the company is lying with third parties for which company has never conducted the physical verification during the year. However management is regular in physical verification of stock lying with company. As reported by management no discrepancies were found upon physical verification of stock lying with company. In our opinion, the procedure for the physical verification followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business. In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records. In our opinion and according to the information and explanation given to us, the Company has not granted any loan secured or unsecured to any companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 213. Accordingly, the provisions of Clause 3(iii) (a), (b) & (c) of the Order are not applicable to the Company. The Company has not made any transaction in respect of loans, investments, guarantees and security in violation of Section 185 and 186 of the Companies Act, 213. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public within the meaning of the Section 73 to76 of the Act and rules framed there under and the directives issued by Reserve bank of India or any other relevant provisions of the Act. We have been informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or other tribunal in this regard. (vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the activities of the company. Therefore this clause is not applicable to the company.

30 (vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including in provident fund, income-tax, service tax, value added tax, central excise duty other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. However, delays in the deposit of tax deducted at source and service tax were noticed. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, service tax, value added tax, cess and other material statutory dues were in arrears as at 31 March 216 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there are no material dues of income tax and service tax, which have not been deposited with the appropriate authorities on account of any dispute. (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) The Company has not defaulted in repayment of dues to a financial institution, banks, government or debenture holders during the year. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. The Company has not paid managerial remuneration which is above the limits prescribed by the provisions of section 197 read with schedule V of the Companies Act, 213. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable. According to the information and explanations given to us and based on our examination of the records of the Company, All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 213 where applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards; According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3 (xiv) of the Order is not applicable. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

31 (xvi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act For M/s Khatter& Associates Firm Registration No N Chartered Accountants Sd/- ADITI Partner M.No Place : New Delhi Date : May 3, 216

32 Annexure "B'' to the Independent Auditors report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 213 ( the Act ) We have audited the internal financial controls over financial reporting of M/s Sabrimala Leasing and Holdings Limited ( the Company ) as of 31 March 216 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ( ICAI ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 213. Auditors Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(1) of the Companies Act, 213, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.