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LF:ENA CONSULTANCY LIMITED
DIRECTORS
AUDITORS
BANKERS
REGISTERED OFFICE
A. Unnikrishnan
Sanjay Johar
Ashwin Damania
Roselyn Chcttiar
K.L. Thacker & A~s()ciate~Chartered Accountants
Vijaya Bank
Rahejas,Comer of Main Avenue& V. P. Road,Santacruz (West),Murnhai - 400 054.
LEENA CONSULTANCY LIMITEDC1N Nil: L74140MH1983PLCOJIllJ4
Rahejas, Comer of Main A,enue & V. P. Rood, Sllntacro7 (We,. ), Mumbai _ 4(){)054.Phone: 6695 1111 Fax: 6694 2922 Email: leena"oJ1suhane~'@yal:t99~~lhi_l],
Website: "'vow, lcenacoll,uIUlncy.in
DIRECTORS' REI'OR'!'
To The Member!!,LEENA CONSULTANCY LIMITEDMumbai.
The Directors are pleased tn presem the Thirty Second Annual Report of your Company together with theAudited Financial Sta!~ment, and the Auditors' Report for lhe financial year ended 31" March, 2015.
Fr."ANCIAL IIIGIILIGHTSArnaunt in Runees Amuun( in Run"""
2014 _ 2015 20iJ - 2014Total ln~'()mcfor the year
3,23,390 325247Total EXpenditure for the year 3,21,386 1,94,781
Pm!,! fo, the year before Taxation 2,llO' 1,30,466
Less: Provision for Current TaxaliOIl (618) (40,315)
Less: Current Tax(rclating to prior year)177' ----
Profit after ta""ti"n 1,309 90,151
Add: Surplus m Profit & Loss account 13,82,660 13,76,729brought forwa,d from previous year
Profit available for Appropriation 13,83,969 14,66,880
Less: Proposed Dividend {72,000} (72,000)
Less: Tax on Dividend distribution (12,236) (12,220)
Balance carried to the Balance Sheet 12,99,733 13,82,660
I. EXTRACT OF TIIF. ANNUAL RETURN AS PROVllllm (INliER SUll-SF:cnON (3\ O~-SECTION 92:
The Ext,"ct of Annual Rerum is anaehed to this Report in Annexure - r and fomling part of thisreport.
LEENA CONSULTANCY LIMITEDCIN No: L74140MH1983PLC031034
Rahejas, Comer of Main Avenue & V. P. Road, Santacruz (West), Mumbai - 400054.Phone: 6695 1111 Fax: 6694 2922 Email: [email protected],
Website: www.leenaconsultancy.in
2. NUMBER OF MEETINGS OF THE BOARD :
The Board of Directors of the Company met six (6) times during the financial year 2014-2015.The details of the same are as follows:
a) 1st meeting held on 20.5.2014b) 2nd meeting held on 30.7.2014c) 3rd meeting held on 2.9.2014d) 4th meeting held on 31.10.2014e) 5th meeting held on 30.1.2015f) 6th meeting held on 25.3.2015
3. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financialstatements of the Company for the year ended 31st March, 2015, the Board of Directors herebyconfirms that:
a. in the preparation of the annual accounts, the applicable accounting standards have beenfollowed and there are no material departures;
b. such accounting policies have been selected and applied consistently and the Directorsmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March, 2015 and of the profit ofthe Company for the year;
c. proper and sufficient care was taken for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;e. internal financial controls have been laid down to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively;
4. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149:
Your Company has received declarations from all the Independent Directors under Section149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.
5. AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE ANDSTAKEHOLDERS RELATIONSHIP COMMITTEE FORMED UNDER SECTION 178:
AUDIT COMMITTEE:The Audit Committee was constituted pursuant to the provisions of Section 177 of the CompaniesAct, 2013. The composition of the Audit Committee is in conformity with the provisions of thesaid section. The Audit Committee comprises of:
1. Mr. Sanjay lohar2. Mr. Ashwin Damania3. Mr. A. Unnikrishnan
- Chairman- Member- Member
LEENA CONSULTANCY LIMITEDern 1'\0: L7414U:>'1H198JPLCOJ10J4
Rahcjas, Conler of Main Avenue & Y, P. Road, Santacruz (We'I), Mumbai -400 054.Phone: 6695 1111 Fa,,: 6694 2922 Email: kqmcuJIlul\am;vCd.yahoo .••o.in.
Web,ilc: www.lccnacOl.sultancy.in
The scope and term, of reference oflhe Audit Committee ha,'e been amended in accordance withthe Act and the Li<ling Agreement enter.d into wilh the Stock Exchanges, During the year underreview, the Board of Directors of the Company had accepted allihe t.:.:ommcndaliolls of theCommittee.
NOVlII'iATION & RF.MUNERATHlN COM:vIITIEE:The Nominalion & Remuneration Comminee was constituled during the fioa~cial year 2014_15,in accordance with Section 178 ufthe Act, The composition of the Committee is as under:1. Mr. Sanjay Johar - Chairman2. Mr. Ashwin Damania - Mcmber3. Mr. A. Unnikri,hnan _ Member
TI,C Board of Directors has in acwrdance wjth the provisions of ,ub_section (3) of Section 178 ofthe Companie, Act, 2013, formulated the policy setting out the criteria for determiningcredential" positivc artributcs, indcpendence of a Director and pol icy relating to remuneration forDirectors, Key Managerial Personnel and otber employ","s.
STAK£HOLbERS' RELATlOXSHIP COMMfITEE:The formation nf Stakeholders Relationship Committee m our Company is not applicabletherefore, the Board docs not comment on this point,
'VIGIL MECHANISM POUCY FOR TIlE f)IRI';CTORS AND I';MPLOYEES:
The Board of Directors of Company has, pursuant to the provisions of Section 178(9) of theCompanies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and it><Powers)Rules, 2014, framed "Vigil Mechanism Policy" for Directors and ernplo)'ees of the Company toprovidc a mechani.m which e",sures adeqltlllc safeguards to employees and Directors from anyvictimization on raising of concerns of any violations of legal or regulatory requirements,incorrect Or misrepresentation of any, financial statements and reports, etc. The employees of theCompany have the right/option to report their concemigrievllJtce to the Chairman of the AuditCommiUcc. Your Company i. committed to adhere to the highest standards of ethical, moral andlegal conduct of husiness operations.
6. EXPLANATION OR COMMENTS BY THE BOARD ON THE OUALlFlCATIONS,RESERVATIONS OR ADVERSF: RF:MARKS OR DISCLAIMER MADE:
BY THE AUDITORS IN HIS REPORT,
a. Th~'rc are o(l Qualil"Lcation>,reservati(l"s (If adverse remarks of Ibe Auditors and hence the Boarddoe, not comment on this point.
h. 'BY THE COMP,\:\"Y SECRETARY IN PRACTICE L'IIHIS SECIU:TARIAL AUDITRU'OlH:
Sceretarial Audit Rep<>" as per Sectio" 2()4 of Comranies Act 2013, received from Mh H. P.Sanghvi & Co, is attached to thi, Report ~s Annnure 2.
LEENA CONSULTANCY LIMITEDCIN No: L74140MH1983PLC031034
Rahejas, Comer of Main Avenue & V. P. Road, Santacruz (West), Mumbai - 400054.Phone: 6695 1111 Fax: 6694 2922 Email: [email protected],
Website: www.leenaconsultancy.in
Board's explanation to the reservations by the Secretarial Auditor:
a) Non-filing of E-form MGT-14 for Board Resolution approving Quarterly Financial Resultsfor the Quarter ended as on June 2014: Due to over-sight and lack of understanding of theapplicability of Section 179(3), the said Form was not filed. But the provisions of Section 179(3) of the Act, which mandates the filing of MGT-14 for Quarterly Financial Results, havebeen repealed since 18th March, 2015.
b) Non-appointment of Company Secretary- KMP Category u/s 203 of the Companies Act,2013: As the Members are aware the total net-worth of the Company is approximately Rs. 37lakhs and gross income only Rs. 3.23 Lakhs. Due to the small size of the operations of theCompany, inspite of best efforts, the Company was not able to find a suitable person for thepost ofCS, at a reasonable remuneration. The Board is hopeful of finding a suitable candidatesoon.The Board would like to bring to the notice of the Members, that Mrs. Roselyn Chettiar whowas appointed as Additional Woman Director at the Board Meeting held on 25th March, 2015,is a qualified Company Secretary. She is already in employment in another Company but sheis over-seeing a'lI the Secretarial and Compliance work of the Company.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION186:
The Company has given an Inter Corporate Deposit of Rs. 17,00,000/- to H & R Johnson (India)- Tiles Division of Prism Cement Limited.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM:
There are no contracts or arrangements with Related Parties during the Financial Year 2014-15.Hence the provisions of Section 188(1) are not applicable to the Company.
9. THE AMOUNT, IF ANY, WHICH IT RECOMMENDS SHOULD BE PAID BY WAY OFDIVIDEND:
Due to inadequacy of profits for distribution of dividend from the profits of the current financialyear 2014 - 15, the Directors recommend the payment of dividend @ 3 % from the reserves of theCompany for the year ended March 31, 2015.
10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THEFINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEENTHE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial position of the companywhich have occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.
LEENA CONSULTANCY LIMITEDCIN N", L74140MI1l91131'LC031034
Rah~jas, Comer of Main Avenue & V. P. Road. SantacnJ7 (West), Mumba; -400 054Phone: 6695 1111 fax: 6694 2922 Email: I.cnaqm~"llallHra:vulwo,cQ,in.
Website: www.lccnacotlsullancy.in
H. TIlE CONSERVATlOI\ 01" ENERGY, TECHNOLOGYEXCHANGE EARNINGS AND OUTGO, IN SUCIIPRF.SCRIBED:
ABSORPTION,MANNER AS
FORF:TGNMAY BE
a) A, lhe Company doe. 001 have any manufacturing activities, particulars required to bedisclosed with "'.'pect !O lhe conservation of energy and technology absorption in term. ofSection 134 of The Companies Act, 2013 read with the Companies (Accounts) Rules. 2014arc not applicable and hence nOI given.
til During the year under review, the foreign exchange oUlgo I provision is Nil and the foreignexchange inflow i.' Nil (previous year Nil).
12. RISK MA.'IlAGEMl:NT POLICY,
The Board of Directors of the Company has designed Risk Management Policy and Guidelines 10avoid e,'enls, situalions Or circumstances which may lead to negalive consequences On theCompany', business, and del,ne a 'lructured approach to manage uncertainty and to make use oflhese in their decision making pertaining to all busin." divisions and corporale functions. Keybusiness risks and their mitigalion arc considered in the annual! strategic business plans and inperiodic managemen! reviews.
13. CORPORATESOCIAl,RF.SPONsmIUTV POUCY:
The "riteria for formulalion of Corporate Social Responsibility policy and implem~'l1lalionthereof, are nut applicable to the Company as the Company docs nOIfulfil the criteria specified inSection IJ5(1).
14. A1\o':'ro'UALEVALUATION OF D1RECfORS. COMMITTU: AND BOARD:
The Jl!."Tformanee of the Roard of Oif"Cl'tors and its Committees, individual Directors wasevaluated on an annual basi, al the meetinl! of lhe Boord of Directors and the same was recordeda. <alisfactm)'.
15. SHCII OTIIER MATTERS AS MAY BE I'RESCRIBI'D:
a. DF,POSrrS:
The Company has not accepted any deposits from public covered under section 73 of lheCompanies Ael, 2013 read with Com panic. (Acceptance of Deposits) Rules, 2014 during the )'eatunder review.
h. DIRECTORS:
Mr. Sanjay johar, Mr. A, Unnilui,hnan and Mr. Ashwin Damani" conlinue to he the Directors oflhe Company There we,,, no re,ignations of Directors during the year.
LEENA CONSULTANCY LIMITEDCIN No: L74140MH1983PLC031034
Rahejas, Corner of Main Avenue & V. P. Road, Santacruz (West), Mumbai - 400054.Phone: 6695 1111 Fax: 6694 2922 Email: [email protected],
Website: www.leenaconsultancy.in
Woman DirectorIn terms of the provisions of Section 149 of the Companies Act, 2013, every listed Company shallhaye atleast one Woman Director on the Board of the Company. The Company has appointedMrs. Roselyn Chettiar as an Additional Director w.e.f. 25th March, 2015. As per the provisions ofSection 161 of the Companies Act, 2013, she retires at the forthcoming Annual General Meeting,but being eligible offers herself for re-appointment.
As per the provisions of Section 203 of the Companies Act, 2013, read with Rule 8 of theCompanies (Appointment & remuneration of Managerial Personnel) Rules, 2014, during the yearthe Company has appointed Mr. Suresh Pisharody as Chief Financial Officer and Mr. RameshSanas as Manager.
c. AUDITORS:
Mis. K. L. Thacker & Associates, Chartered Accountants, Mumbai, Statutory Auditors of theCompany having Firm Registration No. 110869W retire at the forthcoming Annual GeneralMeeting and have expressed their willingness to be re-appointed as Statutory Auditors to holdoffice from the conclusion of this Annual General Meeting till the conclusion of the next AnnualGeneral Meeting of the Company for auditing the accounts of the Company for the year ended31st March, 2016.
You are requested to appoint the Statutory Auditors. The remuneration of the Auditors will befixed in consultation with them.
d. There are no significant or material Orders passed by the Regulators or Courts or Tribunalsimpacting the Going Concern Status And Company's operations in future.
For and on behalf of Board of Directors of
LEENA CONSULTANCY L
A UnnikrishnanDirectorDIN: 00007022
Place: Mumbai
Date: 1 B AUG 2015
Sanjay JoharDirectorDIN: 00007304
"""uo. ""TOEXTllACT"" '''UAl "ml<"
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2 Non.lnstitutionsa) Bodies Corp.
Ii) Indian 300 600 900 0.38 300 600 900 0.38
ii) Overseasb) Individuals
i) Individual shareholders holding nominal share capital 14200 45400 59600 2483 14200 45400 59600 24.83upto Rs. 1 lakh
ii} Individual shareholders holding nominal share capitalin excess of Rs 1 lakh
c) Others (specifv\Non Resident IndiansOverseas Corporate BodiesForeign NationalsClearinp MembersHindu Undivided Families 0 100 100 0.04 0 100 100 0.04Foreign Bodies - 0 R
Sub-total (Bl/21:- 14500 46100 60600 25.25 14500 46100 60600 25.25 0
Total Public Shareholdina CB =IB\(1)+ IB)12\ 14500 46100 60600 25.25 14500 46100 60600 25.25 0
c) Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+CI 193800 46200 240000 100.00 193800 46200 240000 100.00 0
Bl Shareholdinp of Promoter-
SN Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year% change
%of Sharesin
% of total % of total%of Shares shareholdi
No. ofShares of the
Pledged I No. ofShares of the
Pledged I ng duringShares encumbered to Shares encumbered to
companytotal shares
companytotal shares
the year
1 Raian Raheia 200 0.08 0 200 0.08 0 -2 Raian Beharilal Raheia 100 0.04 0 100 0.04 0 -3 Akshay Raheia 100 0.04 0 100 0.04 0 -4 Viren Rahe'a 100 0.04 0 100 0.04 0 -5 Ameeta Grihnirman Private ltd 100 0.04 0 100 0.04 0 -6 Bellvne Construction Pvl ltd 100 0.04 0 100 0.04 0 -7 Manali Investment & Finance Pvl ltd 23,000 9.58 0 23000 9.58 0 -8 Prerana Builders Pvl ltd 100 0.04 0 100 0.04 0 -9 Shiraz Realtors Pvl ltd 30,000 12.50 0 30,000 12.50 0 -
10 Gstaad Tradino Co. Pvl ltd 35600 14.83 0 35600 14.83 0 -11 Lavina Contractors & Developers Pvl ltd 30000 12.50 0 30000 12.50 0 -12 Bloominadale Trad!na Co Pvl ltd 30000 12.50 0 30000 12.50 0
13 Villa-Capri Developers Pvt ltd 30000 12.50 0 30000 12.50 0
Total 1,79,400 74,75 0 1,79,400 74.75 • 0 -C) Chanoe in Promoters' Shareholdino (please specify, if there is no chanoel No Chanoe
Shareholding at the beginning of the Cumulative Shareholdingyear during the year
SN Particulars % of totalDate of % of total shares ofchange
No. of sharesthe company
Change No. of shares shares of thecompany
At the beainnina of the vear 179400 74.75 179400 74.75
Date wise Increase I Decrease in PromotersShareholding during the year specifying the reasons forincrease I decrease (e.g. allotment /transfer I bonus!sweat equity etc.):
At the end of the vear 179400 74.75 179400 74.75
O} Sl\areholding Pattern of top ten Shareholders:Other than Directors, Promoters and Holders of GDRs and ADRsl:
For Each of the Top 10 ShareholdersShareholding at the beginning of the Cumulative Shareholding
year during the year
SN% of total shares of
% of Iota IDate No. of shares Change No. of shares shares of the
the companycompany
1 Bharat J. Patel 7500 3.13 7500 3.13
2 Ruch!t B Patel 7,500 3.13 7,500 3.13
3 Minai B Patel 7,500 3.13 7,500 3.13
4 Monarch Research and Brokerage Pvl ltd 09/05/2014 6,700 2.79 (6,700) - -5 Vimal R. Shah 09/05/2014 - - 6,700 6700 2.79
6 Hardik B Patel 5,350 2.23 5,350 2.23
7 Hardik B Patel 2150 0.90 2150 0.90
8 Raahunandan Capital Pvl ltd 300 0.13 300 0.13
9 Nayan Shah 200 0.08 200 0.08
10 MMAgrawal 200 0.08 200 0.08
11 P L Wankhede 200 0.08 200 0.08
_ •••..•_""'''Il''.,. Cumoio''''' S_ ..••of ••• ,,,,,, ••••• ,rl~",-,," - '"ring .,. •..-•• ..,,"""''''''' ..''' Lh"",,""'"~."". or ••••••• ~-, - ••••.'" Lh••• _.
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Tof.oI ••••
'" """U~ERATION OF "'RECTORS ~"" KET MAw.GERIAL f>ER&OH~EL.• R.m""""",,," "' •••• Ci<'ocb __ Dl<..-. ••••."' ••• '"•• """",,on; '" •••••••.••••••• ._- 00 --.-O- r - -0__
'" '"10.)SOl"" II 00<_""" _ '" '""""" "11)"' ••• """"""-"< ~cl 1M',(1))v•••• or_, •••••• 17(2l_'"" "-<l , •• ,101_ ~ •••• "'_ •••••••__ 1'(3) """"-
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-" '" ""•• "" •• po.- •.•• Act
I
B. Remuneration to other directorsSN. Particulars of Remuneration Name of Directors Total Amount
Independent Directors Sanjay Johar Ashwin DamaniaRoselyn
Chettiar
1Fee for attendino board committee meetinos 1,500.00 1,500.00 250.00 3,250.00
Commission - - - -Others, please specify (Convevance) 1,800.00 1,800.00 300.00 3,900.00Total (1) 3,300.00 3,300.00 550.00 7,150.00
Other Non-Executive Directors A. Unnikrishnan
2Fee for attendino board committee meetinos 1.500.00 1,500.00
Commission - -Others, please specify (Convevance) 1,800.00 1,800.00
Total (2) 3,300.00 3,300.00
Total (B)=(1+2) 3,300.00 3,300.00 3,300.00 550.00 10,450.00
Total ManagerialRemunerationOverall Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGERIWTD NIL
SN Particulars of Remuneration Key Managerial Personnel
CEO CS CFO Total
Name Suresh Pisharody
Gross salary Nil Nil
1 (a) Salary as per provisions contained in section 17(1) Nil Nilof the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil
2(c) profits in lieu of salary under section 17(3) Income- Nil Niltax Act, 1961
3 Stock Option Nil Nil
4 Sweat Eouitv Nil Nil
Commission Nil Nil
- as % of profit Nil Nil
5 others, specify ... Nil Nil
Others, please specify Nil Nil
Total Nil Nil
VII PENALTIES I PUNISHMENTI COMPOUNDING OF OFFENCES: NIL
TypeSection of Brief Details of Penalty Authority Appealthe Description I Punishment! [RDI made, if any
A COMPANYPenalty I I I IPunishment I I I ICompounding I I I I
B DIRECTORSPenalty T I I I IPunishment I I I I ICompounding I I I I I
C OTHER OFFICERS IN DEFAULTPenaltvPunishment
Compounding
Sanjay JoharDirector
DIN: 00007304
For and on behalf of the Board of Directors of
LEENA CONSULTANCY LT
9{<-"t--LeuvvA. Onnikrishnan
DirectorDIN: 00007022
MUMBAI
Dated : 1. a ~UG 1015
~ •••...,... iJ ~% ,M", £_._.
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I'orm 1\0. :vJR-JSECRETARL\L AUDIT REPORT
FOR 1lffi FINANCIAL YEAR ENDED 31ST MARCH 2015
[PurSl/ant to section 20 .•(1) o/,he Companies ACI, 2013 and rule No.') of/heCompallies (Appointment wuJ Remuneralio/l Personnel) Ruk,j", 20N}
To,The Members,LEENA CONSULTANCY LIMITEDRahejas, Corner of Main Avenue & V. P. RoadSantacruz - West, Mumhai 400054
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporale practices by LEENACONSULTANCY LIMITED (hereinafler called the "Company") for the auditperiod covering the financial year ended on 3151March, 2015. Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the company's books, pilpers, minute books, forms andreturns l11edand other records maintained by the company and also the informationprovided by the Company, its officers, agents and authorized representatives duringthe conduct of secretarial audit, We hereby report that in our opinion, the companyhas, dllTing the audit period covering the financial year ended on 31st March 2015('Audit Period'), complied with the stahltory provisions liSTed hereunder and alsothat the Company has proper Board-processes and compliance-mechanism in placeto the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and retlU11sfiled andother records maintained by the Company for the financial year ended on 31stMarch 2015. according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act. 1956 ('SCRA') and the rulesmade thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framedthereunder;
Page I ofS
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(iv) The following Regulations and Guidelines pre8Cribl'd under Ihl'Seeuritil'S and Exchan~e Board of India Act, 1992 ('SEBI AcI'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations, 2011;
(b) The Secwities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 1992;
(el Thc Securities and Exchange Board of India (Registrars to an hsue andShare Transfer Agents) Regulations, 1993 regarding the Comlklnies Actand dealing with client
We have also examined compliance of the following to the extent applicable.
lil Secretarial Standards issued by The Institute ofCompllny SecretariesofIndia; and
(ii) The Listing Agreement entered into by the Company with the BombayStock Exchange with respect to the Company's listing of its securities.
We have relied on the representation made by the Company and its Officers forsystems and mechanism formed by the Company for compliances under applicableActs, Laws and Regulations to the Company.
On the basis of nur examination and representation made by the Company wereport that during the period under review the Company has generally compliedwith the pro,'isions of the Act, Rules, Regulations, Guidelines etc. mentionedabove and there aTeno material non--comp1ia~s that have come to our knuwledgeexcept non compliance in respect of:
(a) Non-filing of E-tonn MGT-14 for Board Resolution approvingQuarterly Financial Results for the Quarter ended as on June 2014 Ill;required under sectiun 179(3) of the Act read with Rule 8(9) of theCompanies (Meetings of Board and ils Powers) Rulcs, 2014 (Sin~..,repelled/rom 18/h March. 2015)
(b) Non appointment of Company Secretary for the Financial Year 2014-15 as required under Section 203 read with Rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014. The Management has represented that having regard to the sizeof the Company, its level of acthities and nature of OperllTionsnosuitable candidate could be found at affordable cost.
Page 2 ofS
~ d7~ tt ~ l"••••,.~." ..,& f u
Al6, Mazdock, 741G,J.P, Road, s. ••••••Bungalows, Andh.,;(w) M"",luU _400 061Phone: 022-4002 1712; _011//: "P-nghO'icoGytlhoo.co./n
We Further Report tbat, then.' were no actions! eventll in pursuance of:
(a) Foreign Exchange Management Act, 1999 and the rules and regulationsmade therelJnder to the extent of ForeIgn Direct Investmem, OverseasDirect Tnve,tment and External Commercial Borrowings
(b) The S~uritics and Exchangc Board of India (Issue of Capital andDisclosure Requirements) Regulations, 2009
(c) The Securities and Exchange Board of India (Employee Stock OptionScbeme and Employec Stock Purchase Scheme) Guidelines, 1999 andThe Securities and Excbange Board of India (Share Based EmployeeBenefits) Regulations, 2014 notified on 28 October 2014
(d) The Securities and Exchange Board ofTndia (Issue and Listing of DebtSecurities) Rel,'Illations, 2008
(e) Thc Securities and Exchange Board ofIndia (Delisting ofEqu;ty Shares)Regulations, 2009;
(I) The Securities and Exchange Board of India (Uuybaek of Securities)Reb'lliations, 1998
requiring compliance thcrcofby the Company during the period under review,
We further report that the Board ofDireclors of the Company is coosliluted withonly Independent Directors as evident from the records orthe Company. Howeverno approval of the shareholders was obtained in respect of uppointment ofIndepend",nt Director as required under Se~\lon 150 (2) rC"ddwith point 2 and 3 inPart IV of Schedule IV of the Act. The changes in the composition of the Board ofDirectors that took place during the pt:riod under review w",re canied out incompliance wi\h the provisions of the Act.
Adequate notice is given to all dir~lOrs to schedule the Board Meetings, agendaand Jetailed notes on agenda were sent at least seven days in alivance, and a systemex:ists for seeking and obtaining further infonnation and clarifications on theagenda items before the meeting and for meaningful participation at the meeting,
Decisions at (he meetings of the Board of Directors of we Company were carriedthrOlJgh on the basis of majority. There were no dissenting views by any member ofthe Board of Directors during the period under review.
Page J ofS
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i!'.,4R,. & ,.,•••Al6, Mauloc:k, 741G, ,1.P.RDBd,~1Nf" Bungt>~-. Andht1ri(wJ Mumlnfl- 400 061
Phon.: 022-4002 1112; ••••• /1:hp"nghll/cD(J!yshtHJ..:o./n
We further report that there are adequate syskmS and processes in the companycommensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws. rules, regulations and guidelines.
We further report that during the audit period, there were no other specificevents/actions In pursuance of the above referred laws, rules, regulations,guidelines, etc. having a major bearing on the Company's atTairs.
Date: 14th August, 201SPlace: Mumbai
"'GHVlFCS 22~WCoP No. 3lJ7~
NOle: This report is to be read with our letter of even date which is annexed asANNEXURE Iand forms an integral parr of this report.
Page" or5
dIl:rP. 8'~' 5~-,l"'J'a:.,' ,. £ ...•.•AlS, Maur ••"k, 741G,J.P. Road, s..mn Bungalows, Andharl (w) Munob;fi- 400 061
Ph••n••: 022-4002 1712; •••••••Jf: hpssnghw"ony.h<xJ.ct>.fn
ANI'"EXURE IT"The Members,LEENA CONSULTANCY LIMITEDRahcjas. Comer of Main Avenue & V, P. RoadSantacrw: - West, Mumba1400054
Our report of even date is to be read along with this letter:
1, Maintenance of secretarial record is the responsibility of the management ofthe Company. Our responsibility is to eKpress an opinion on these secretarialrecords based on our audit.
2. We ha\'e followed the audit practices and processe. a~ were appropriate toobtain reasonable as,urance about the correctness of the conlents of thesccretanal records, The verification ••••'as done on Icst basis to ensure 1halcorrect facts are reflected in seerel.3rial records, We believe thaI the processesand praclices, we followed provide a ~asonable baSISfor our opinion
3. We havc nOI verified lhe correctness and appropriateness of financial recordsand Books of Accounls of the Company.
4. Wherever required, we have obtained the Management representation aboutthe compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable lav,s, rules,regulations, standards is the responsibility of managemcnt. Our examinationwas limited to tIN::verification of procedures on test basis.
6. The secrclarial audil report is neither an assurance as to the fulure viability ofthe Company nor of the efficacy or effectiveness with which the managementhas conducled the afl"airsofthe Company,
Dare: 14th August, 201SPlace: Mumba!
H. P. SANGH\-1 & COMPA~YCOMPA,'<Ysrg::TARIES
'.~<:.'_'"~ P.SA~~VI.
e;p .. '
PageSofS
K"ill. Thader".~.,.,.;.t~
INDEPENDENT AUDITORS' REPORT
To The Members of LEENA CONSULTANCY LIMITED
Report on the Financial Statements
K. I.. TIJACKERI' ASSOCIATE,Chane,,..j Aecounlams
607, 0 S Trade Centre,Next 10 Vldyavihar Stali<>n,Vidyavihar (West), Munt>al- 400 086.all. : +91_22_25127944/2512 2113Fax: +91-22-2509 3789E"",~ : kjrjt@kllhackerC<!com
We have audited the accompanying standalone financial statements of L.EENA CONSULTANeyLIMITED ("the company") which comprise the Balance Sheet as at 31st March, 2015, theStatement of Profit and loss and Cash Flow statement for the year then ended, and a summary ofsignificant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors are responsible for the matters staled in Section 134(5) ofthe Companies Act, 2013 C'the Act") with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Compan~ in accordance with the accounting principlesgenerall~ accepted in India, including the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Compan~ and for preventing anddetecting frauds and other irregularities: selection and application of appropriate accountingpolicies: making judgments and estimates that are reasonable and prudent and design.implementation and maintenance of adequate internal financial controls, that are operatingelfectivel~ for ensuring the accuracy and completeness of the accounting records, relevant tothe preparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement, vA1e1herdue to fraud or error.
Auditor's Responsibility
Our Responsibility is to express an opinion on these standalone financial statements based on ouraudit.
We have taken into account the provisions of the Act, the accounting and auditingstandards and matlers which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we compl~ with ethical requirements and planand perform the aud~ to obtain reasonable assurance about whether the financialstatements are free from material misstatement.
K.&
Kirit L. ThackerB.CorJI.F'CA
Chartered Accountants
607, D S Trade Centre,Next to Vidyavihar Station,Vidyavihar (West), Mumbai - 400086.Off. : +91-22-2512 7944/2512 2113Fax: +91-22-2509 3789Email: [email protected]
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgments, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Company's preparation of the financial statements that givea true and fair view, in order to design audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on whether the Company has in place anadequate internal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the Company'smanagement and Board of Directors, as well as evaluating the overall presentation of the financialstatements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid standalone financial statements give the information required by the Act in the mannerso required and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the company as at 31st March, 2015, and its profit andits cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the order") issued by theCentral Government of India in terms of section 143(11) of the Act, we give in theAnnexure a statement on the matters specified in paragraphs 3 and 4 of the said Order, tothe extent applicable.
2. As required by section 143(3) of the Act, we report that:(a) we have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purpose of our audit;
(b) in our opinion, proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;
(c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statementdealt with by this report are in agreement with the books of account;
KirilL.Th~clerI c..., -e A
K. L THACKERf.-? ASSOCIATESChartered ACCOUnTanlS
607, D S Trade Centre,Next to VKlyallillarStation,Vidyallillar (West), Mumbal_ 400 088Oil, : "'111-22-2512 1944/2512 2113Fax: "'111.22_25093789Ema~ : !;j[jj@l\IlIJill<ls<w;:;l£llI)
(d) in our opinion, the aforesaid standalone iinarlciai statements comply with' theAccountirlg Standards specified urlder section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014;
(e) on the basis of wr~ten represerltatiorls received from the directors as 00 31st March,2015, and taken on record by fhe Board of Directors, none of the directors isdisqualified as on 31st March, 2015 from being appointed as a director in terms ofsection 164(2) of the Act
(I) W~h respect to the other matters to be included in the Aud~or's Report irlaccordarlCe with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in ouropinion and to the best of our informaUoo and according to the explanations giyen tous:
I, The Company does not have any pending litigation, which would impact itslinarlcial position.
ii. The ComparlY did not have any loog-term contracts induding derivative contractsfor which there were any matooal foreseeable losses.
III. There were no amounts, which were required to be transferred to the InvestorEducation arld Protection Fund by the Company.
Place: Mumbai
Dated : 1 a MAY 1015
For K. L. THACKER & ASSOCIATESChartered Accountants
(Firm Regn. No. 110869W)
~QC~(KiRIT L. THACKER)
ProprietorMem. NO.035085
Kirl! l. Th.lckcr~e-..•C A
K. I.. THACKER& ASSOCIATESChartered AccOlJntJms
607, D 5 Trade Ce~lra.Ne><llo Vidyaviha, Slation,Vidyavihar (West), MLnilai - 400 086,Off,: +91.22.2512 794412512 2113Fax: +91-22-2509 3789Em;il: kiril@!dlhackercacom
ANNEXURE TO THE AUDITOR'S REPORT
{Referred to in paragraph 1 under 'Other Legal and Regulatory Requirements" of our report ofeven date}
(i) As explained to us, the Company did not ha..e any fixed assets, hence the questionof reporting under sub-clause {a} regarding maintaining proper records of fixedassets and sub-clause (b) regarding physical verification of fixed assets does notarise.
(ii) As explained to us, the Company did not have any inventcry, hel1ce the question ofreporting under sub-clause (a) regarding physical verification of inventory, sub-clause (b) regarding procedure of physical verification of inventory and sul:H::lause(c) regarding material discrepancies on physical verification of inventory of clause4(ii} of the Order does not arise.
(iii) As explained to us, the Company has not granted any loans, secured or unsecuredto companies, firms or other parties covered in the register maintained undersection 189 of the Companies Act, hence the question of reporting under sub-clause (a) regarding regularity in receipt of the principal amount and interest andsub.clause (b) regarding reasonable steps taken by the Company for recovery ofthe principal and interest if overdue amount is more than rupees one lakh of tileOrder does not arise
(iv) As explained to us, the Company did not purchase any fixed assels and inventoryand has no! sold any goods, hence the question of reporting under clause (M ofthe Order on intemal control system commensurate with the size of the Companyand the nature of rts business with regard to purcl1ase of invel'1tory,fixed assets andwith regard to sale of goods and services does no! arise.
(v) As explained to us, the Company has not accepted any deposits from the publicand therefore, the provisions contained in sections 73 to 76 or any other relevantprovisions of the Act and Rules framed there under are not applicable to theCompany. We have been informed that no order has been passed by CompanyLaw Board or National Company Law Tribunal or Reserve Bank of India or anyCourt or any other Tribullal.
(vi) The CompallY is not engaged in production, processing, manufacturing or minillgactivities. We are informed that the Central Govemment has not prescribed themaintenance of cost records under section 148(1) 01 the Companies Act andtherefore, the provisions of clause (vi) of paragraph 3 of the Order relating tomaintenance of cost records are not applicable.
(vii) (a) Based on the records produced before us, the Company is generally regular in'" depositing with appropriate authorities undisputed statutory dues such as Provident
~
/C:"'P.& Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax. Service.:{'~ ••. ;fax, Duty 01 Customs, Duty of Excise, Value Added Tax, Cess and any other
: .t.,> ~ alerial statutory dues, wherever applicable. According to the Information and• o.lIoJoW. •\;.... 'j:~. ,..
.~
(viii)
(ix)
(x)
(xi)
(xii)
(b)
(c)
explanations given to us, no undisputed amount payable in respect of outstandingstatutory dues were in arrears as at March 31, 2015 for a period of more than sixmonths from the date they became payable
According to the information and explanation given to us, there are no outstanding disputeddues payable by the Company in case of income tax, wealth tax, sales tax, duty of customs,service tax, duty of excise, value added tax and cess as on March 31, 2015.
According to the information and explanation given to us, amounts which wererequired to be transferred to investor education and protection fund in accordancewith the relevant provisions of the Companies Act, 1956 (1 of 1956) and rulesmade there under have been transferred to such fund within time.
The Company did not have the accumulated losses at the end of the financial yearand the Company has not incurred any cash loss in such financial year and in thefinancial year immediately preceding such financial year.
As explained to us, the Company has not taken any loans from financial institutionor bank or from debenture holders, hence the question of reporting under clause4(xi) of the Order regarding default in repayment of dues does not arise.
According to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by others from banks or financial institutions.
As explained to us, the Company has not taken any term loans and hence thequestion of reporting under clause 4(xi) regarding applying term loans for thepurpose for which the loans were obtained does not arise.
During the course of our examination of the books and records of the Company
carried out in accordance with the generally accepted auditing practices in India
and according to the information and explanations given to us, no fraud on or by
the Company has been noticed or reported during the period.
Place: Mumbai
Dated: 28M AY 201S
For K. L. THACKER & ASSOCIATESChartered Accountants
(Firm Regn. No. 11 0869W)
J~J2hqC~~IT L. THACKER)
ProprietorMem. No.035085
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W, h.ve e""m1..-d th. abo •.••Cas.n Flowst._.n! of lMna COMuhncy ltd lor 111'1''''1(._d~,.t•.••reJ>, 20'5 a"" 31., M.>dl, 2014 d,,,M:d from the Audi,"" Finaocial Slo!em«llll """ Ieun<l!Oe IOIT>IIto 1><1inocoordaooe !""rewith and al.o wiUl!ho '.~u_nl>of Clau•• 32 of 'e. LIObngAg_man' wit. Tho S'oe!< E><d1.r>g.Mumlla;
Fo, K. L. THACKER & ASSOCIATESCH~RTERED ~CCOUNTANTS"nn R••n. No._ "0"'"
K'R'T l. THACKERPROPRIETORM,N<>.OJ50S5
MUMBAIO~TEO : 18 MAY 1015
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n B•••• "f p"",,,,UO"Tho1""""-'01,"",="IS of1l1,C-""'PaIl)' err:,,,,,,,I,',,,,!I}' ~ """ PIT'"""d......,. hl.t..-ic&l """ ",",,,,,,,Ion '"' ••"oruoJ "'-"';" ",,,,,,du= ""10. Ih< ~_',aJl~ occepted oc,ou,.,j,,~ pro,,;plc, '" I"~" (1ll~,," <JA.\l'), I he Corn!",")' h•.,preJ"'l'«J IDes, t•••• ""iol ••• """"" '" ,,""pl~ in zl! 00.",;.1 ""I"'" w,Lh Ih< """","Ii"~ , ••oo..-J. 'l'<"i roed unJot """,ionIII of LheC""'pan"" A<t, 201l rtlle A'I") =ol1Og<lho.~ ",ilh Rul< 7 of til< C""", •• i<, (A=>UlI1') Rules. 2014 OS"",U ••l'Iud<.,,1Il Norms on """"'" r=gniri"". "'''' d""ifi"",",,, '"0 pnovi,","i"~ i"U<d Oy RHl. 1" """""""" ",Lh fi",p"",i,,, '" ","""' 1"'1( I) :wi ,'!=>< 6 ~t'fh, Oen<1ol In",uu"ioos Ji"'. LoS<1l<dul< m 10 the Act, Ih< ",till ""d in til<c",losed fi",,,,,,,1 !!,'<mel'\>" .• inoc'''''''"''' "i1' "" "''''''''''""ll -"tao""'"'
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So••mOI)'or.'~"'nU"' '""O"n"g P"'"""U•• of •• rim"re.Tb, prq•••.,,"'" of fiM1l<'" •••• :m••". in <ooformlty Wlrh 100 i>IoGAAl' rcqui", <he monag<o ••• t to ••••• jOKil'''''''U .•••.i"""'" <RuI••••••• fII""" ,M ill«' ih<tqxn<o>I_, ~f="""",."'peme', "'_ """ li.nilo", • ."d Lhedj,d •• "", ""oonrmgcot lliIo,lo,••.•• "Lhe dot<:"ffl""",iol "",m,,'" ,oJ reporteol••••• mo or ,."..nll< >lid"'J'<Il''' doting ""«pOOl •• p<,;w Soch .,,""'"'" ;It. "" ",.,.,..,b •• oru.l pnod<nt 1-••"kl"g In", occoum oIl.,...,ioM< informo,.." aetu>l=0111 eoold diff<r Ii"", """""Cl. lliff=n,,, 00 oe<01lIIl of, •••.,,"'" of est""""". oc •••• OOICorO<>OJ ''"''10£'''''''"''''"'" "oognj,'" I""'P«"''"' OIl""",<Jl •• It< k••"" ••..•••'.n ••,>«! •• ,,=donee will!"'" ""I""""""'" "" •••, """""""""""'~ ,I&ll&rd." m,~ be "!'Ph"bl,
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•
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r"•• "I"d" _ThoC""'I""}' 00., "'" "' •• ""~ I",,,,,,,,,,,,If••• " •• """'1";1""R",.nuc j, m"B"i=.!", tho.Xlrnl tb", ~ •• prohoblc Ihat tho """",.,,;, bomef", wlU flow n, ""' Comp'"y md lli< n"",,,,,,,can be rollot>ly """,urod
lrn",,'S! in""""" r=gnizcd on. t,tt>< proportion ""'"' ,"""'~ intO ",count til< ,"",uor ouUWloling >Jl<Itil< 'pp~""bJe~,,=,",,,,-I",,,,,,,, me"".,;, ••dud«! o"d<c tho ""ad """'" i.",",,," in ""' "",,,,.,,,, ofp",fi' ond 10>-,
0""""'"'"'I)i"j"'.o ill"""'" "recogJli>«! "he" tOe",",pony', n!1n to '''<lVe d,..,"'"d ~ ""t>I,,hed oy "" r<JlO~,"gd,l<,
LEENA CONSULANCY LIMITED
NOTES TO ACCOUNTS - 31ST MARCH 2015
1.8 Income taxes
a) Provision for current tax is made on the basis of taxable profits computed for the current accounting period (reportingperiod) in accordance with the provisions ofIncome Tax Act, 1961.
b) Deferred tax is calculated at the rates and laws that have been enacted or substantively enacted as of the Balance Sheetdate and is recognized on timing differences that originate in one period and are capable of reversal in one or moresubsequent periods. Deferred tax assets are recognized on carry forward of unabsorbed depreciation and tax losses only ifthere is virtual certainty that sufficient future taxable income will be available against which such deferred tax asset can berealized. Other deferred tax assets are recognised only to the extent there is a reasonable certainty of realization in future.The effect on deferred tax assets and liabilities of change in tax rates is recognized in the profit & loss account in the periodof enactment of the change.
c) The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carryingamount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, thatsufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down isreversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxableincome will be available
d) Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assetsagainst current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the sametaxation authority.
e) Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The companyrecognizes MAT credit available as an asset only to the extent that there is convincing evidence that the company will paynormal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In theyear in which the company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting forCredit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way ofcredit to the statement of profit and loss and shown as "MAT Credit Entitlement." The company reviews the "MAT creditentitlement" asset at each reporting date and writes down the asset to the extent the Company does not have convincingevidence that it will pay normal tax during the specified period.
1.9 Earnings Per Sharea) Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders(after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstandingduring the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled toparticipate in dividends relative to a fully paid equity share during the reporting period. The weighted average number ofequity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, sharesplit, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without acorresponding change in resources.
b) For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equityshareholders al)d the weighted average number of shares outstanding during the period are adjusted for the effects of alldilutive potential equity shares.
1.10 Provisionsa) A provision is recognized when the company has a present obligation as a result of past event, it is probable that anoutflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can bemade of the amount of the obligation. Provisions are not discounted to their present value and are determined based on thebest estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date andadjusted to reflect the current best estimates.
b) Where the company expects some or all of a provision to be reimbursed, for example under an insurance contract, thereimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relatingto any provision is presented in the statement of profit and loss net of any reimbursement.
b) Contingent Assets are neither recognised nor disclosed
1.11
1.12
Contingent liabilities & Contingent Assetsa) Contingent liabilities are disclosed separately by way of note to financial stateme~ts after careful evaluation by themanagement of the facts and legal aspects of the matter involved in the"case ofi. a probable obligation arising from the past event, when it is not probable)hat an outflow of resources will be required to
settle the obligation.'.:' " l:~': .;: '"
ii. a possible obligation, unless the probability of out flow of resourc6's is remote.~"7.:' •. .,
Cash and cash equivalentsCash and cash equivalents for the purposes of cash flow statement comprise cash at bank, cash in hand, demand depositswith banks and other short-term investments with an original maturity ofthree months or less.
LU:~,\ CO"Slfl,T,~~C"- IHIITLD"ons TO MTOt'~'TS • JIST \IARrll lOI~
" sn,Wt' (.""1'1 ,\1 IR.p«') IRope")JI.3,21115 JI.l-lIlU
A.d •."i.ro2,40,000 (2.40,0001Equity Sh••", ofh 101_,",,10 24.00,000 24,00.0110
I".,~, S"~,,,,i~,~.od r,id.p
2,40,000 (2,40,000) ~.i,y Sb>"•• of RI. lil1. <actllilltj' p.id"p 24,00,000 24,00,000
Tho r,,""I'''''Y h." only one <l,,, of _os "f,,,,d to as <qu;<)Islw" MVlIlliapar voiLl<ofR.> 101.~[sh>.r<, £><hhoi."".of~qul!l' sI10rcs" ,",,,led., "'" ,ot<!,<" ,l=<
T. \he ,"""" ofl;q..HioL;,.,of1l><UImp•• " 1heholdm uf <q.i', <h=> ",j[[ be emjUed", rec<;,'eallYof"'" r<lll&iJtillll"',,"" oHio" COOlp<Ilj',.ft<r dlStr'OOl'OOof ,.11p"f"",nnol .".","" Row,,,",. 00 ,ucl1pr<f=n'i.l om""'" .,i" <Grr<"~Y,Tho di",;huUon will be in J"'l!>O'l""'"' rho",""bet uf ~.i'j <h=> h<\d by die ,~••<hoId<".fl".il. of Sh,,,,~.I~",, ,",Mt ""'''' ,.,. 5'~ .r,~. ~ .i' S~,,< C. It••• r n•• Com o •., ~•• fSh"., •••• •~ .fSh, •• M•• fSh ••.•.••• % .fSh".,. ~'•••• orSlo..", ~.I~ •• J1.3.2ilI~ C'pt, •• •• J1.3.2ill~ C• W, Mao••i 1""•• -., '" Finance 1'><I.l<! n,ooo ~,S~ 2l,ilOO ~,l~, S~;,." R",I,o<>f'vt 1,.0;1 30,000 12,50 30,00() 1250, U>tMdT","ing C., I'vt Ud ,,- 1U3 3H>OO 14,83, L.v,,,, Coo,",""" II:lJevdop<r.l "', Ltd 3o.ll1111 II,~ ".~ 12,50, IlI00mm~~'" l,>d'n~ Co 1'-,1.1<1 3MOO 12jll 30,000 12,50, VLlI•.c. Ii I",,~ P"U<I 3U,OOO lDO 30,000 12,lQ
1,78,_ 74,41 1,1~r.oo 74.41
R•• on.ili.llo~ of •• ",l>ecof ~ ••" Sh••.•• oo", •• diro, .1.\1 ••• 10.31••
14.;'" Sh'CK :rol4-l~ 201J.1~Q••• 'H , ". ~ Q •• n't •• ". 0
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I",., AI'I''''I'''''."''Prop"''''' Fm.! D;"-id,,,d "" E""i,y Sbatt> n.~ 72,000T", GODi;'iJ<n<l 12,2J~ 12,nO~<I SuqoI•• io tho S••,...." .rF'rof" ""d Uol.l lZ.9!l,7:lJ IJ,i2,66(l
- TD'.I_ ••••• '" S., I•• \2.W.7~J IJ,il,660..-@m~'~ '.,','. " "
LEENA CONSULTANCY LIMITEDNOTES TO ACCOUNTS - 31ST MARCIl 2015
(Rupees) (Rupees)2.3 CURRENT LIABILITIES 2014-15 2013-14
2.3.1 Other Current Liabilities
Outstanding Expenses 29,747 29,360Unclaimed Dividend 21,660 20,520
51,407 49,880
As per the information available with the Company, none of the creditors qualifY as supplier under the Micro, Small and MediumEnterprises Development Act, 2006 (the Act) and accordingly no disclosure is required to be made U/S 22 of the Act.
2.3.2 Short- term Provisions
Income Tax (net of tax paid) - 7,699
Proposed Dividend 72,000 72,000
Tax on Proposed Dividend 12,236 12,220
84,236 91,919
2.4 Non-Current InvestmentsLong term Investments - at CostTrade Investments - .
2.4.1 Others (Quoted)Investment in Equity Instruments
500 Equity Shares of Rs. 10/- each, fully paid up of Prsim Cement Limited 5,000 5,000
5,000 5,000
Aggregate amount of Quoted Investments 5,000 5,000
Market Value of Quoted Investments 50,400 19,000
Aggregate amount of Un quoted Investments - -
2.5 Deferred Tax Asset / Liability
In accordance with the provisions of the mandatory Accounting Standard 22 issued by the Institute of CharteredAccountants ofIndia on accounting for taxes on income, the company has considered the provisions of the said AccountingStandard 22. However there is no Deferred tax Asset (DTA) / Deferred Tax Liability (DTL) to be provided.
LHMA CO~S\:l.T,\N~YLlMTTEll"ion, TO AlTOl'NTS. JIST M,\llCH 2111~
H C". and \lank Ball"""C,,' & <:". ""u;•• I,n'C,m on H,n<!&lOll"'" "itb Bonks
In Cu"'ot accountsTn r-:...."arI<.d bal,lncO' "ito B""l (Unp.id Di,idond,)
U'~erB"k B.I,."D<po,ill "'tth ong>•• 1,""mity foc"""" U- 12 nlUnlh.
(II••••••) (Ru.,...llU14.15 l.f!1J-t4
"" l.HO
Z.lI,~5R 3;15,&2121,660 n,910
17,OO,()(l(l 17,OO,(JOO
19,44.M8 20,;(1,177
9,1'12 9.291l,4,I,)Sl) 1,45;150
JUSt. .,640
17,OO,fIO(l 17,00,_
tur,)n IR,.19,l-a2
(Rup"") (Rup"".l2~14-15 2UiJ.I'
l.~UOO l,6UOOl.~1,500 1.63,707
'"',2.1,.190 ),25,247
28 O,h" In,u•••
J,,",,,,, 10'"","Tn=Fmmll •••In=", J,T", B,r""o
2.7 O'h" Cun.••1A.<Hl.lot=st """rued n' f;",~nq,.".; ••Tn"'=! """"",J on !"l<tC"'f""'" 0<""" ••1'"" P.;d (1)<Iof!,,,,,,;,,;,,,,)ln1<f CoJVOOIIC !)opo>it>
11""" ~iv<n'0 II 8< R JolIo",n (Indi')
( A Di.i<ioo ofl'7!sm Ceme"' Ud )1
2.9 J>'p,nl<'Ot~.r[.po••••&,,1; a...-lI'"Di"""",,,F=C",,".~an<e f.xp<nsesFil;"gF=
1'T<>f",,"-l F""Listmg F•• ,AdV<'rilicmc"' Exp<IlsesF•••• 8< Subs<riptirulGo:D<nI ExpcMC'Pns_ txpcn,,,,So",,, 1'"poidA.oi,o"" ,,,,,",,,,,,",u
_S"""tnry A",li' F,,,
l,I894,75(15,7006,;(1)
43,11>8l,n.J6(l
74,4J\47,522
22,412l.ll J~6
3,6'144,250J,IOO1,2.<7
33,24216,S\4H,117JO,ll9~m
""
2.10 [ •••••• , rer ShartIII ,,;""'~""," WLtIltho P""""'" of Aooou"ing S, •• ..,.O 20 "E"",;"p P", STw-<' i£.",~10:>'til< Corop •••k, (A<COWlli'gS••• danI} Rul"" 2(){1<;tho Emllfi&.! P" ,hor. "" OSIQIIo""
. 1014_201S 20ll_2014lI •• k 8<Diluted !lasie .t. Dilu",d
r !Olill (L<>s,) .fio.r ,,, ., tho Slot"""", ofl'Tor" It. T.,~, 1,31'9 9{I,lJl
)-lurn!><rofE""ity Shu", • 2,40,000 l,40.000
H'S lRope<,) ofl,,,,, v,~" R, '" 0.01 O.l!
2.11 n'Nn~GIXI' 1.IAllILITYThe O,JllP'tlly h:ts 110,ooti'g'", li.oil;t~, Iho C"•••p'"y ""'" no' h,," ."). ,•• " ••• ,h"~ Cop;Ial oornmiLmdtlS•• on l I"M",cl>,2015.
LEENA CONSULTANCY LIMITED
NOTES TO ACCOUNTS - 31ST MARCH 2015
2.12 Details of Earnings and Expenditure in Foreign Currency
(In Rupees)
2014 - 2015 2013 - 2014
a)b)
c)
NilNil
Nil
NilNil
Nil
2.13 Previous Years figures have been regrouped / rearranged wherever necessary to confirm with current years figures.
2.14 RELATED PARTY DISCLOSURES
Names of related parties:
I. Enterprise where control exists:
a) Subsidiary Nil
b) Enterprises and persons having a direct or indirect control over the 1. Manali Investment & Finance Pvt Ltd.
Company. 2. Shiraz Realtors Pvt Ltd3. Gstaad Trading Co. Pvt Ltd
4. Lavina Contractors & Developers Pvt Ltd
5. Bloomingdale Trading Co. Pvt Ltd6. Villa-Capri Developers Pvt Ltd
II. Other related parties with whom the company had transaction:Enterprises under control or significant influenceof individuals stated above Nil
There are no transaction with any of the above parties, except payment of dividend on the Shares held by the said
parties @ 3 %.
Nature of transactions Related Party's NameCurrent Year Previous YearRs R.
Dividend paidManali Investment & Finance Pvt
6900 6900Ltd.
Dividend paid Shiraz Realtors Pvt Ltd 9000 9000
Dividend paid Gstaad Trading Co. Pvt Ltd. 10680 10680
Dividend paidLavina Contractors & Developers
9000 9000Pvt Ltd.
Dividend paid Bloomingdale Trading Co. Pvt Ltd. 9000 9000
Dividend paid Villa-Capri Developers Pvt Ltd. 9000 9000
As per our report of even date.For K.L. Thacker & AssociatesChartered AccountantsFirm Regn. No. - 110869W
/~c(Kirit L. Thacker)ProprietorMem. No. 035085
By Order of the Board
A. UnnikrishnanDirector
DIN : 00007022 DIN: 00007304
MUMBAIDated :
2 B MA~ 1015 MUMBAIDated :
Z 8 MAY 2015
LEENA CONSULTANCY LIMITED(CIN: L74140Mlf1983PLC031034)
Regd. Off: Rahejas_ Corn~T of r<.b," Avenue & V. p, Road, Santacruz - West, Mumbai - 4(){)054PhoneNo_.022-6695 1111 FaxNo.:022-66942922
W.bsite; ;w w..1«ru1',oll,,,hancv 1\1 Email: 1Y~_n"J..{JnS\!.lli.l!!.y.habqQJ.&.!n
NOTICE
"at ice is heJ:eby given that the Thirty Se<.:ondAnnual GeneralMeeting of the ~ewbe~s of Leena Consultancy Limited will be heldon Thursday, the 24th day of september, 2015 at 3.00 p.m. atRahejas, Corner of }lain Avenue & V. Po Road, Silntacruz, - West,Mumbai _ 400 054, to transact the follo'o'Iing business:
ORDIN1\RY BUSINESS:1) To receive and adopt the DirectolCS' RepOl::t and the Audited
Profit and LOSS Account for the Y€<Jr ended 31"' March, 2015and the Balance Sheet ,,5 at that date and the Auditors'Report thereon.
2) To declare dividend on equity shares.
3) To appoint a Director in place of Mr. A. Unnikrishnan (DIN:00007022) who retires by rotation and b"ing eligible offershimself for re-appointment.
11 To appoint Auditurs ii!ld fix their nc!'mn"ration.
SPECIAL BUSINESS:
5) Appointmant of Mrs. Rosalyn Chettiar as Director of theCompany
To consider andmodification(s) ,Resolution:
if thought fit, to pass, with or withoutthe following resolution as an Ordinary
Contd .. 2
RESOLVEDTHATv.s. Roselyn Chettiar (DIN 06716046), who wasappoint"d as an Additional Director with effect from 25
u,
Milrch, 2015, as an Independent Director of the Company,pursuant to provisions of Section 149(1) of the Act (thesaid Act), and in accordance with the Articles ofAssociation of the Company, to hold office up to the dateof the ensuing Annual General Meeting of th" Company andfor whom, the Compa:lYhas received a notic" under Section160 of th" said Act illong with a requisite deposit from a",haTeholder proposing the candidature of Ms. Ro",elynChettiar, for the office of a Director of the Compa!lY, beand i5 hereby appointed as an Indepe>ndent Director of theCo"'par,y, to hold office upea 2.~u. March, 202.0 and that shesh~ll not be liabie to T"tire by ro:ation.
LEENA CONSULTANCY LIMITED(CIN: L74140MH1983PLC031034)
Regd. Off: Rahejas, Comer of Main Avenue & V. P. Road, Santacruz - West, Mumbai - 400 054Phone No.: 022 - 6695 1111 Fax No.: 022 - 6694 2922
Website: www.leenaconsultancv.in Email: lccnaconsultancvra)vahoo.co.in
--2--
RESOLVED FURTHER THAT anyone of the Directors of theCompany, be and are hereby severally authorised to fileappropriate e- Form with the Registrar of Companies,Maharashtra, Mumbai, as also for intimating the same to anyother authority as may be required.
6) Appointment of Mr. Sanjay Johar as Independent Director ofthe Company:
To consider andmodification(s),Resolution:
if thought fit, to pass with or withouthe following resolution as an Ordinary
RESOLVED THAT pursuant to the provisions of Sections 149,152 and any other applicable provisions, if any, of theCompanies Act, 2013 and the Rules made thereunder(including any statutory modification(s) or re-enactmentthereof for the time being in force), read with Schedule IVof the Act, Mr. Sanjay Johar (DIN: 00007304), who wasappointed as a Director liable to retire by rotation andwhose term expires at this Annual General Meeting and inrespect of whom the Company has received a notice inwriting from a member under Section 160 of the CompaniesAct, 2013 signifying intention to propose Mr. Sanjay Joharas a candidate for the office of Director of the Companyand who has submitted a declaration that he meets thecriteria for independence as provided in Section 149 (6) ofthe Act and who is eligible for appointment, be and ishereby appointed as an Independent Director of the Companyto hold office for a term up to' 5 (five) consecutive yearseffective from 22nd September, 2015, not liable to retire byrotation.
RESOLVED FURTHER THAT the Board of Directors of the Companybe and is hereby authorised to do all acts and take allsuch steps as may necessary, proper or expedient to giveeffect to this resolution.
Contd ..... 3
LEENA CONSULTANCY LIMITED(CI]'I;: L74140MRI983PLC031034)
Regd. ~ Rahejas, Corner of/l.1ain Avenlj~& v,!'. Ro.'\d, Sanlacruz - \Vcst, Mumhai - 400 054Phone No.: 022 _ 6695 1111 Fax No,: 022 - 5694 2922
Web,ite: ;\:.W" l~ell.1!'0nsulta""y..in Email: \!'.CTI.'I.(O<)llsul:l:IJlO':"'al,,:.,-',c"_Ifl
--3--
7) Appointment of Mr. Ashwin Damania as Independent Directorof the Company:
To consider andmodification(s) ,Resolution:
if thought fit, to passhe following resolution
with or withoutas an Ordinary
RESOLVEDT1!ATpursuant to the provisions of Sections 149,152 and any other applicable provisions, if any, of theCompanies Act, 201] and the Rule" made thereunder(including any statutory modification Is) or re-enactmentthereof for the time being in forcel, read with Schedule IVof the Act, Mr. Ashwin DOlmania (DIN: 01140939), whO wasappointed as a Director liable to retire by rotation andwhose term expires at this Annual General ~eetin'J and inre,;pect of whom the Compar.y hils received a notice ir.'driting froTI'. " member under s"ctio:" 160 of the CompaniesAct, 2013 signifying intention to propose Mr. Ashwin Damni"OlS a candidate for the office of Director of the Companyand who has submitted a declaration that he meets thecriteria for independence as provided in Section 149161 ofthe Act and who is eligible for app<Jintment, be and ishereby appointed as an Independent Director of the Companyto hold office for i1 term up to 5 (five) consecutive yeaJ:seffective f/Com22"j September, 2015, not liable to retire byrotation.
RESOLVED FURTHER THAT the Board of DiJ:ectars of the Companybe and is hereby authorised to do all acts and take allsuch steps as TI'.aynecessary, proper or expedienl to giveeffect to this resolution.
Order of the Board
Humbai2;:3"'"A.ugu~t, 2015
Contd....5
LEENA CONSULTANCY LIMITED(CIN: L74140MH1983PLC031034)
Regd. Off: Rahejas, Corner of Main Avenue & V. P. Road, Santacruz - West, Mumbai - 400054Phone No.: 022 - 6695 1111 Fax No.: 022 - 6694 2922
Website: www.leenaconsultancv-in Email: Jeenaconsultancv({ih"ahoo.co.in
--4--NOTES:1. The Explanatory statement pursuant to Section 102 of the
Companies Act, 2013 in respect of Special Businessmentioned in Item Nos. 5 to 7 above, is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSOENTITLED TO APPOINT A PROXY TO ATTEND, AND ON A POLL, TOVOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BEA MEMBER OF THE COMPANY.
3. Proxies, if any, in order to be effective, must be receivedat the Company's Registered Office not later than 48 (FortyEight) hours before the time fixed for holding the meeting.Proxies submitted on behalf of the companies, etc, must besupported by appropriate resolution/authority, asapplicable. During the period beginning 24 hours before thetime fixed for the commencement of the meeting and endingwith the conclusion of the meeting, a member would beentitied to inspect the proxies lodged at any time duringthe business hours of the Company, provided not less thanthree days of notice in writing is given to the Company.
4. A person can act as a proxy on behalf of members notexceeding fifty and holding in the aggregate not more thanten percent of the total share capital of the Companycarrying voting rights. A member holding more than tenpercent of the total share capital of the Company carryingvoting rights may appoint a single person as proxy and suchperson shall not act as a proxy for any other person orshareholder.
5. Corporate Members are requested to send a duly certifiedtrue copy of the Board Resolution authorizing theirrepresentative to attend and vote at the Meeting.
6. Any member proposing to seek any clarification on theaccounts, is requested to send the queries to the Companyat its registered office at least seven days prior to thedate of Annual General Meeting to enable the management tocompile the relevant information to reply the same in themeeting.
7. Corporate Members are requested to send a duly certifiedtrue copy of the Board Resolution authorizing theirrepresentative to attend and vote at the Meeting.
8. The dividend as recommended by the Board, if approved atthe Meeting, will be payable to those members whose namesappear in the Register of Members as on 24th September,2015.
L£ENA CONSULTANCY Lll\'1ITED(ON: U4140MH1983PI,C03t034)
Rcgd, Off Rahejas. Comer of Main AvmlUe & V. P Road, Santaeruz- Wcsl, Mmnbai - 400 054Phone l':o.: 022 _ 6695 111\ Fa.~No. 022 - 6694 2922
Website: ;"VW kcn~~Rn~ultanc.l.J!l Email: t"cllaCQnsu ilnllcy"';-,) ai>oo,cQJ.ll
--5--
9. The Register of the Members and the Share Transfer Books ofthe Company will remain closed from 'Ilednesday, 16'~September, 2015 to thursday, 24'" September, 2015 (Both daysinclusive) .
10. Members are requested to bring their copy of Annual Reportand attendance slip to the meeting.
11. Relevant docurnents referred to in the accompanying Noticeand the Statement, are open for- inspection hy the membersat the Registered Office of the Company on all workingdays, except Saturdays and Sundays, during business hoursup to the date of the Meeting.
12. Members who hold shares l-n demater-ialized form arer-equested to write their- Client ID and DP ID and those whOhold in physic<ll form are requested to write their folionumber in the attendance slip.
13. Members whO wOl'ld like to receive nctices, letters, annualr-eports, dOCl\.'1lents and any other correspondence by,-,1p<'':::::-01''icmooe <ire requcst."d to ~egister thei...- emailaddress with the Company.
It.. The Corr.pany is providing facility fer voting by electronicme<lnsand the business m"y be transacted through e-voting.
The instructions for shareholders voting electroniCally are asunder:
(i) The voting period begins OIl 21." September, 2015 at 9 a.m.<lnd ends on 23d September, 2015 at 5:00 p.m. During thisperiod shareholder,;' of the Company, holding shares eitherin physic<ll form or in demat-eriali;;:ed form, as on the cut-off d<lle (record date) Le. 17'" September-, 2015 may casttheir vote electronically. The e-voting module shall bedisabled by CDSL for voting thereafter.
(ii) Shar-eholders who have <llreacly voted prior to the meetingdate would not be entitled to vote <It the meeting venue.
Ii ii) The shareholder,; should log on to the e-voting website,,;,.',;. f'\";''C;' f~l~~~.~.
(iv) Click On Shareholder-so
Iv.i "'0••..' i':nle.~ your t:~8r rD
a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits
Client ID,c. Members holding shares in Physical Form should enter
Folio Number registered with the Company.
(vi) Next enter the Image Verification as displayed and Click onLogin.
(vii)
(viii)
PAN
If you are holding shares in demat form and had logged onto www. evotingindia. com and voted on an earlier voting ofany company, then your existing password is to be used.
If you are a first time user follow the steps given below:For Members holding shares in Demat Form and PhysicaJFormEnter your 10 digit alpha-numeric *PAN issued by IncomeTax Department (Applicable for both demat shareholdersas well as physical shareholders)
DividendBankDetailsOR Date
of Birth(DOB)
• Members who have not updated their PAN with theCompany/Depository Participant are requested touse the first two letters of their name and the 8digits of the sequence number in the PAN field.
• In case the sequence number is less than 8 digitsenter the applicable number of O's before thenumber after the first two characters of the namein CAPITAL letters. Eg. If your name is RameshKumar with sequence number 1 then enter RA00000001in the PAN field.
Enter the Dividend Bank Details or Date of Birth (indd/mm/yyyy format) as recorded in your demat account orin the company records in order to login.
• If both the details are not recorded with thedepository or company please enter the member id /folio number in the Dividend Bank details field asmentioned in instruction (v).
(ix) After entering these details"SUBMIT" tab.
appropriately, click on
(x) Members holding shares in physical form will' then directlyreach the Company selection screen. However, membersholding shares in demat form will now reach 'PasswordCreation' menu wherein they are required to mandatorilyenter their login password in the new password field.Kindly note that this password is to be also used by thedemat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided thatcompany opts for e-voting through CDSL platform. It isstrongly recommended not to share your password with anyother person and take utmost care to keep your passwordconfidential.
(xi) For Member>;holding shares in physic"l forrr., the detailscan be used only for e-votiI'.g on the resolutions containeciin this Notice.
(xii)
(xiiil
(xi v)
Click on the EVSNfor the relevant Company N;J.."rleLe. LetonaConsultancy Lirr,ited on which you choose to vote.
On the voting page, you will see "RESOLUTIONDESCRIPTION"and against the same the option "YES/NO" for voting. Selectthe option YES or NO as desired. The o,:>tion YES impliesth.at you assent to the Resolution and option NO impliesthat you dissent to the Resolution.
Click on the "RESOLUTIONSFILE LINK" if you wish to viewthe entire Resolution details.
(xv) After selecting the resolution you have decided to vote on,click on "SUBMIT".A confirmation box will be displayed. Ifyou wish to confirm your vote, click on .'OK", else tochange your votf', click on "CANCEL"and accordingly modifyyour vote.
(xvi)
(xvii)
(xviii)
Once you "CONFIFJ.!"your vote on the resolution, you willnot be allowed to modify your vote.
You can also take a print of the .,totes cast by clicking on"(1 iCK 1'.,,::'0t.n pTint" ootio:,< on the Votir.g paqe.
If a demat account holder has forgotten the login passwordthen Enter the User ID and the image verification code andclick on Forgot Password & enter the details as prompted bythe system.
(xix] Note for Non Individual Shareholders and Custodians
• Non-Individu"l shareholders 1i.e. other than Individuals,HUF, NRI etc.) .and custodian are required to log on to."""'''..cevoLinqiIl:1ia.coK and register themselves as Corporates •
• A scanned copy of the Registration Form bearinq the stampand sign of the entity should he emailed toL~]rje~k.e~ot1ng~c~slincia.co~ .
• After receiving the login details a Compliance User shouldbe cJ:eated usinq the adrnin login and password. TheCompliance User would be able to link the account (s) forwhich they wish to vote on .
• The list of accounts linked in the login should be mailedto [email protected] and on approval of theaccounts they would be able to cast their vote .
• A scar:.ned copy of the Board Resolutio!l and Power ofA.ttorney (POA) '"hich they have iss'.led in favour of theCustodian, if "ny, should be uplcadcd ill PDF format in thesys~"rr. for ".:;h"scrut:i"iz8>r to verify tr.f> S3"'''.
(xx)
(xxi)
In case you have any queries or issues regarding e-voting,you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com. under helpsection or write an email [email protected] Company has appointed Mr. Sushil Talathi & Associates,Company Secretaries in Practise, Mumbai, as "Scrutinizers"to scrutinize the e-voting process in a fair and transparentmanner and he has communicated his willingness to beappointed and will be available for the same purpose.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES
ACT, 2013:Item No. 5Justification under Section 150 (2) of the Companies Act, 2013for considering the appointment of Ms. Roselyn Chettiar asIndependent Director is as under:
moreand
yourto an
Ms. Roselyn Chettiar is working as a Company Secretary forthan a decade. She has the required knowledge, skillsexperience needed for the Company. With this background,Directors feel she will make significant contributioneffective Board of the Company.
In terms of Section 161(1) of the Companies Act, 2013, Ms.Roselyn Chettiar holds office as Additional Director only up tothe date of the forthcoming Annual General Meeting. The Companyhas received a notice pursuant to Section 160 of the CompaniesAct, 2013 along with the amount of requisite deposit from one ofthe members signifying his intention to propose the appointmentof Ms. Roselyn Chettiar as a Director.
The Board of Directors is of the opinion that with her knowledgeand experience will be of great value to the Company and hencerecommends the Resolution at Item No. 5 of this Notice for yourapproval.Notice received under Section 160 of the Companies Act, 2013 isavailable for inspection by the members at the Registered Officeof the Company during the business hours on any working day upto the date of the Annual General Meeting.
Ms. Roselyn Chettiar shall not be entitled to any stock optionand may receive remuneration by way of fees provided under sub-section (5) of Section 197 of the Companies Act, 2013,reimbursement of expenses for participation in the Board andother meetings if any, as may be approved by the members.
Except Ms. Roselyn Chettiar and her relatives, none of thepersons specified in Section 102 of the Companies Act, 2013,namely the Promoters, Directors , Relatives of Promoters,Directors or the entities comprising the interest of Promoters,Directors are concerned or interested financially or otherwisein the above resolution.
Contd ....6
LEENA CONSULTANCY LTI\Unm(CIN: L74140M1I1983PIX031034)
Regd. Off: Rah~jas, Comer of Main AveDue & Y. P. Rood. Santacruz - W",l. Mambm - 400 054Phone No __022 _ ~695 1111 Fax No., 022 - 6694 2922 Email: ]",nacuDslOltw,cy,iv'lhool':".!.!l
-~6--
Item Nos. 6 and 7:Xl'. Sanj ay Jahar ilnd Mr. A>;h'din Damania are holding the officeof Directors categorisl'd as Independent Directors of theCompany. As per the provisions of S<"ction 149(4) of theCompanies Act, 2013, it would be necessary to have atleast onethird of the total number of directors as Independent Directors.The provisions of sub-Section 10 of Section 149 furtherstipulates that an Independent Director shall hold office for aterm up to five consecutive years on the Board of the Companyand shall not be liable to retire by rotation.
appoint all the present IndependentJohar and Mr. Ashwin Damania asperiod of five years from the date
It is, therefore proposed toDirectors viz. Mr. SanjayIndependent Oirectors for aof Annual General Meeting.The Nomination and Remuneration Committee has recorrunended andthe Board of Directors of the Companyhas formed an opinion thatall the Indenendent ih'l"ect.ors -:';llfils the co,.,ditions specifiedin the Companles Act, :lu13 fer such an appointn,enc;.Justification under Section 150(2) of the Compa:lie,; Act, 2013for conside~ing the appointment of each of the IndependentDirectors is as under:
M~. Sanjay Johar, Cha'l"tered Accountant has many years ofexpe~ience in the field of business, economics, accounts,taxation and finance. With this background, your Directors feelhe ',,-ill make significant contribution to an effective Board ofthe Company.
Damania, Practicing Chartered Accountant. has manyexperience in the field of business, economics,taxation and finance. With thi" background, yourfeel he will :rr<i>ke si'lnificilnt contribution to an
Beard of the Company.
Nr. Ashwinyears ofaccounts,Directorseffective
Mr. Sanjay Johar does not hold any "hares in the Company. Mr.Ashwin Damani holds 100 shares in the Company.
Contd ...7
LEENA CONSULTANCY LIMITED(CIN: L74140MB1983PLC031034)
Regd. Off: Rahejas, Comer of Main Avenue & V.P. Road, Santacruz - West, Mumbai - 400054Phone No.: 022 - 6695 1111 Fax No.: 022 - 6694 2922 Email: [email protected]
--7--
As per the provisions of sub Section (7) of Section 149 of theCompanies Act, 2013, the Board of Directors of the Company hasreceived declaration from all the Independent Directors that.they meet with the criteria of independence as provided in subSection (6) of Section 149 of the Companies Act, 2013.
The Company has also received from all the proposed appointees(i) consent in writing to act as a director in Form DIR-2pursuant to Rule 8 of the Companies (Appointment & Qualificationof Directors) Rules, 2014 (ii) intimation in Form DIR 8 in termsof Rule 8 of the Companies (Appointment & Qualification ofDirectors) Rules, 2014 to the effect that they have not beendisqualified under sub Section (2) of Section 164 of theCompanies Act, 2013.
A copy of the draft letters for the appointment of all theproposed appointees as Independent Director setting out theterms and conditions is available for inspection by the membersat the Company's Registered Office during the working hours onall working days upto the date of AGM.
Independent Director shall not be entitled to any stock optionand may receive remuneration by way of fees provided under sub-section (5) of Section 197 of the Companies Act, 2013,reimbursement of expenses for participation in the Board andother meetings if any, as may be approved by the members.
As per the provisions Section 160 of the Companies Act, 2013,the Company has received notice under Section 160 of the saidAct from shareholders proposing the candidature, for the officeof a Director of the Company along with the deposit of Rs.1,00,000/- for each of the Directors.
Contd....8
LEENA CONSULTANCY LlMITJ<:D(elN: L74140M1I1983PLC031034)
Rcgd, Off Rahejas, Comer of Main A,'Cllne & V P. Road, Santacru7.- Wesl, Mumbai - 4()()054Phone No,: 022 _ 6695 III \ Fa><No.: 022 - 6694 2921 Email: ~_con..:;.OJ..!ffin<;l••:a.al~
--8--
Mr. Sanjay Johar and Mr. Ashwin Damania. anO' deemed to beinterested or concerned in their respective resolution forappointment. Apart from the said directors, none of the personsspecified in Section 102 of the Companies Act, 2013 namely thePromoters, Directors, Relati\"es of Promoters, DilCectoJ:S 0"1:theentities comprising the interest of Promote~5, Directors areconcerned or interested in the above resolutions financially orotherwise.
Your Directors recommend the resolutions as mentioned in Itemno~. 6 and 1 of the Notice for your approval.
BY ORDER OF THE BOARD
Place: MwnbaiPate: 28'" August, 2015
Rahejas, Corner of Main Avenue & V,P. Road,Santacruz West,Mumbal /;00054
LEENA CONSULTANCY LIMITED(CIN: L74140MH1983PLC031034)
Regd. Off: Rahejas, Comer of Main Avenue & V. P. Road, Santacruz - West, Mumbai - 400054Phone No.: 022 - 6695 1111 Fax No.: 022 - 66942922 Email: [email protected]
Dear Shareholder,Sub: Notice for the 32nd Annual General Meeting of the Members ofLeena Consultancy Limited to be held on Thursday, 24~ September,2015 at 3.00 PM at Rahejas, Corner of Main Avenue & V. P. Road,Santacruz - West, Mumbai - 400 054.
Pursuant to Section 101 of the Companies Act, 2013 read withRule 18 of the Companies (Management and Administration) Rules2014 and also in continuation of the 'Green Initiative' of theCompany, the Notice of the aforesaid Meeting is being servedthrough electronic mode to your email address registered withyour Depository Participant(s) / Registrar and Transfer Agent ofthe Company, M/s. Satellite Corporate Services Private Limited,as the case may be.In this regard, please find attached herewithReport for the year 2014-2015 containingStatements for the year 2014-15 and NoticeAnnual General Meeting to be held on Thursday,2015 at 3.00 p.m.
the 32nd Annualthe Financialconvening the24th September,
Further, in terms of Section 108 of the Companies Act, 2013 readwith Rule 20 of the Companies (Management and Administration)Rules, 2014, the Company is providing the facility to itsMembers holding shares in physical or dematerialized form as onthe cut-off date, being 17th September, 2015, to exercise theirright to vote by electronic means on any or all of thebusinesses specified in the Notice convening the 32nd AnnualGeneral Meeting of the Company as mentioned above. The Companyhas obtained the e-voting services of Central DepositoryServices (India) Limited.The e-voting portal opens for voting on Monday, 21st September,2015 at 09.00 AM and ends on Wednesday, 23rd September, 2015 at5.00 P.M. Please accord your assent/dissent by accessing thewebsite: https://evotingindia.co.in and logging-in by using youruser ID and password.
E-Voting details are furnished below:
EVSN
150831010
PAN
Refer EvotingInstructionno. (viii)
DOB
Refer EvotingInstruction no.
o (viii)
DIVIDEND BANKDETAILS
Refer EvotingInstruction no.
(viii)
~". ""njay JoharCampliance OfficerLeen" Consultancy Limited,~ahejas, Corner of Main Avenue ~ V. P. RoadSantacru~ - l'ies:, Mul'lbai - 400 054Phone no.: I 9: - 22- 6695 1111 .ax no. + 91 - 27. - 6634 2972Email ld: [email protected] '"leenaco~5ultancy@ya~oo.co.in
Form No. MGT - II
Proxy form[Pursuant to section 105(6) of the Companies Act, 2013 amI rul~ 19(3) or lhe Cumpanies
(Management and Adminislratiun) Ruks, 2014]
32.~ Annual Genual Meeting ofLeena Consultancy Limited on 'rhunda)',24" September, 20lS at 3:00 p,m,
CrN;'>lameof tht: CompanyRegistered office
~ame oftht: member (s):
Registered address:
E-mailld:
Fnlio N,,/Clien(ld:
DP ill:
: L74l40MII198J1>LC031034: Lecna Consultancy Limited: Rahejas. Corner of Main Avt:nut: & V. P. Road,
Santaerut • We~t. Mumbai - 400 054
lIWe, J)"ing lhe memh...- (s) of -sharesol"the ahovt: namt:d eompllny,
herehy appoinl:
I. Name:MrJM~.
Address:
E-mailld:
Signature: . ..or failing:him
2. Name: MtJMs.
Address:
F.-mail Id:
Signature: , or failing him
3. };anle: ]\lr,/:\1s.
Addrc,,~:
E.mail Id:
Signanlre: _
as my/our proxy to allend and vOle (on a poll) li,t mdus and on my/our behalf at the AnnualGeneral Meeting of lhe Company, 10 he held On Thursday lhe 24'b day of September. 2015 at3:00 P:\l at the registered office of the Company al Mumhai. and any adjoummt:nl thereof inrespect of such resollllions as are indicaled below:
COllld .... 2
_2__
Resolution No, Paniculan; VOl;,,, Again- Absla-
" m, Adoptiun ur Audited financial SlalcmCIl1' ror lOc ~'""r cnd<.:<l31".March, 2111'
, To declare di,idcnd on .quit}' ,hare!
, To appoinl a Direclor in the placo of Mr. A Unnikrishn'lIl (DIN: 00(07022) who rctires byrolalioJl and bern cl;~'blc off.n; hunsclf for ;';~:;;-':';'iUlmenl, To "ppoml AudilOrs and fix th.ir rcmuTlCl'lllion
, Special Business: Appoinlmenl of Mrs. Roselyn L1,cuiar(DIN: (6716046) as Direclor of!he Comp"n)', Special Busin",,, Appointmefll of Mr. Snnja)' 10har (DIN: (~~lO?J04) as lndepcndenlDire<.10r,. Spec;al Bu,inc&,;: Appointmenl of Mr. AshwinDwnania (DIN: OII409R~) OSIndependentDirector
Signed this __ ~day of 2015
AffixKevenue
Stamp
Signature of Member: ~ __ ~ Signature of Proxy: _
Note'L
2
This form ofprnxy in order 10 be effective should be duly compleled and deposited at theRegi~lered Office of the Company, nOI less than 4S hours before Ihe commencement ofthe Meeting.It is oplional to indieate your preference. If you leave the for, against or abstain columnblank against any or all resolutions, your proxy will be entitled to vote in the manner ashe/she may deem appropriate,
LEENA CONSULTANCY LIMITED(CIN: L74140MH1983PLC031034)
Regd. Off: Rahejas, Corner of Main Avenue & V. P. Road, Santacmz - West, Mumbai - 400 054Phone No.: 022 - 6695 1111 Fax No.: 022 - 6694 2922
Website: www.leenaconsultancy.in Email: IecnaconsultancV({l;yahoo.co.in
ATTENDANCE SLIP(To be presented at the entrance)
32nd Annual General Meeting on Thursday, 24th September, 2015 at 3:00 p.m.at Rahejas, Corner of Main Avenue & V. P. Road, Santacruz - West, Mumbai - 400
054 ,\
Folio No. / DPID No.: _
Client ID: _
Name of the Member: Signature: _
Name of the Proxy-holder: Signature: _
Note:1. Only Member / Proxy-Holder can attend the Meeting.2. Member / Proxy-Holder should bring his / her copy of the Annual Report for
reference at the Meeting.
