DIRECTORS REPORT

TO THE MEMBERS 

LEENA CONSULTANCY LIMITED

The directors are pleased to present the thirty second annual report of your company together with the audited financial statement and the auditors report for the financial year ended 31st march 2015.

Extract of the annual return as provided under sub section 3 of section 92

The extract of annual return is attached to this report in annexure –I and forming part of  this report

2.number of meetings of  the board

The  board of directors of the company met six 6 times during the financial year 2014-15.

The details of the same are as follows  

a.1st meeting held on  20.05.2014

b.2rd  meeting held on 30.7.2014

c.3rd  meeting held on2.9.2014

d.4th  meeting held on31.1.2015

e.5th  meeting held on 30.1.2015

f.6th  meeting held on25.3.2015  

3.DIRECRTORS RESPONSIBILITY  STATEMENT 

In terms of section 134 (5) of the companies act 2013 in relation to the audited financial  statement of the company for the year ended 31st march 2015 the board of directors here by confirms that

A .in the preparation of the annual accounts the applicable accounting standards have been followed and there are no material departures

b. such accounting policies have been selected and applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st march 2015 and of the profit of the company for the year 

c. proper and sufficient care was  taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities .  

d.the annual account 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 weie operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that swill systems were adequate and operating effectively;

DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION(6) OF SECTION

Your Company has received declarations from all the Independent Director under Section 140(6) of the  Companies Act, 2013 confirming their independence vis-a-vis the Company.

AUDIT COMMITTEE, NOMINATION A-M> REM INK RAT I UN COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE FORMED UNDER SECTION 17S:

AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act. 2013. The  composition of (he Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Sanjay Johar- Chairman

2l Mr. Ash win Damania- Member

3. Mr. A. Unnikrishnan- Member

The scope and term, of reference of the  Audit Committee have  been amended in accordance with the Act and the Li<ling Agreement entered into with  the Stock Exchanges, During the year under review, the Board of Directors of the Company had accepted all the recommendation of the Committee.

NOMINATION &REMUNERATION COMMITTEE

The nomination &remuneration committee was constituted during the financial year 2014-15 in accord a with section 178 of the act the composition of the committee is as under

1.mr.sanjay johar  - chairman

2.mr ashwin damania –member

3. mr.a unnikraishnan –member  

The board of directors lias in accordance  with the procision such section 3 of section 178 of the companies act 2013.formulated the policy setting out the criteria for determining credentials positive attributes independence of a directors of a directors  and policy relating to remuneration for directors key managerial personnel and other employees.  

Shareholders  relationship committee

The formation of shareholders relationship committee in our company is not applicable for the board does not comment on this point

Vigil mechanism policy for the directors and employees 

The board of directors of company has pursuant to the provision of section 178 (9) of the companies act 2013 read with rule 7 of the companies meeting of board and its powers rules 2014 framed vigil mechanism policy for directors and employee  of the company to provide a mechanism which endures adequate safeguards to employee and directors from any victimization on raising  of concerns of any violation of legal or  regulatory requirement incorrect or misrepresentation of any financial statement and report etc  the employee of the company have the right option to report their concern griecance to the chairman of the audit committee. Your company is committee to adhere to the highest standards of ethical moral and legal conduct of business operation  

6.explanation or comments by the board on the qualification reservation or adverse remarks or disclaimer made  

By the auditors in this report  

a. there are no qualification reservation or adverse remarks of the auditors and hence the board does not comment on this point.  

b.by the company secretary in practice in his secretarial audit report

secretarial audit as per section 204 of companies act 2013 receives from m/s h.p sanghvi &co is attached to this report  as annexure 2.

Boards explanation to the reservation by the secretarial auditors  

a.non filing of e-form mgt -14 for board resolution approving quarterly financial results for the quarter ended as on june 2014 due to over sight and lack of understanding of the applicability of section 179 (3) the said form was not filed . but the provisions of section 179 (3) of the act which mandated the filing of mgt -14 for quarterly  financial results have been repealed since 18  the 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. 37 lakhs and gross income only Rs.3.23 lakhs .sue to the small size of the operation of the company inspite of best  efforts the company was not able to to find a suitable person for the post of cs at a reasonable remuneration . the board is hopeful of finding a suitable candidate soon

the board would like to bring to the notice of the members that mrs Roselyn chettiar who was appointed as additional woman directors at the board meeting held on 25th march 2015 is a qualified company secretary she is already in employment in another company but she is over seeing all the secretarial and compliance work of the company

7.PARTUCULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has given an inter corporate deposit of Rs.1700,000/- to H&R Johnson (india )tiles division of prism cement limited 

Particulars of contracts of arrangement s with reared parties referred to in sub-section(1)of section 188 in the prescribed form

There are no contuacts or arrangement with related parties parties  during the financial year 2014-15 hence the provision of section 188 (1) are not applicable to the company

9.THE AMOUNT IF ANY WHICH IT RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND

Due to inadequacy of profits for distribution of dividend from the profit of the current financial year 2014-15 the directors recommend the payment of dividend @3%from the reserves of the company for the year ended march 31,2015.

10material changes and commitments if any affecting the financial position of the company which have occurred between the end of the financial year of the company  to which the financial statement relate and the date of the report 

There are no material change and commitment s affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relate and the date of this report

11.thr conservation of energy technology absorption foreign exchange earning and outgo in such manner as may be prescribed   

a)as the company does not have any manufacturing activities particular required to be  disclosed with respect to the conservation of energy and technology absorption in terms of section 134 of the companies act 2013 read with the companies accounts rules 2014 are not applicable and hence not given  

b. during the year under revere the foreign exchange outgo /provision is nil and the foreign exchange inflow is nil  

12.RISK MANAGEMENT POLICY

The board of directors of the company has designed risk management policy and guidelines to avoid events situation or circumstances which may leas to negative consequences on the company business and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions key business risks and their mitigation are considered in the annual strategic business plans and in periodic management reviews 

13.CORPORATE SOCIAL RESPONSIBILITY POLICY

The criteria for formulation of corporate social responsibility policy  and implementation thereof  are not fulfill the criteria specified in section 135 (1)

14.ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD

The performance of the board of directors and its committees individual directors was evaluated on an annual basis at the meeting of the board of directors and the same was recorded as satisgactory

15.SUCH OTHER MATTERS AS MAY BE PRESCRIBED

A. DEPOSITS

the company has not accepted any deposits from public covered under section 73 of the companies act 2013 read with companies acceptance of deposits rules 2014 during the year under review

B. DIRECTORS 

mr.sanjay mr.a unnikrishnan and mr.ashwin damania continue to be the directors of the company .there were no resignation of directors  during the year

woman directors 

in terms of the provision of section 149 of the companies act 2013 every listed company shall haye  atleast one woman directors on the board of the company the company has  appointed mrs roselyn chettiar as an additional directors w.r.f 25th march2015.as per the provision of section 161 of the company act 2013 she retires at the forthcoming annual general meeting but being  eligble offers herself for reappointment 

as per the provision of section 203 of the companies act 2013 reas with rule &of the companies appointment &remuneration of managerial personnel) rules 2014 during the year the company has company has appointment mr suresh pisharody as chief financial officer and mr ramesh sanas as manager.

C.AUDITORS 

m/s k l thacker &associates chartered accountants Mumbai statutory ausitors of the company havin firm registration no 110869w retire at the forthcoming annual general meeting and have expressed their willingness to be re appointment as statutory auditors to hold office from the conclusion of this annual general meeting till the conclusion of the next annual general meeting of the company for auditing the accounts of the company for the year ended 31st march 2016.

You are requested to appoint the statutory auditors the remuneration of the auditors will be fixed in consultation with them

D .there are no significant or material orders passed by the regulators or courts or tribunals impactiong the going  concern status and company operation in future

FOR AND BEHALF OF BOARD OF DIRECTORS 

LEENA CONSULTANCY LIMITED 

A UNNIKRISHNAN 

DIRECTORS 

DIN 00007022

SANJAY JOHAR 

DIRECTORS 

DIN NO 00007304

PLACE ; MUMBAI

DATE : 28/08/2015