Your Directors have pleasure in presenting the 32nd Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2016.
| || ||( Rs in Lac) |
|FINANCIAL HIGHLIGHTS ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
|Income ||62.39 ||101.72 |
|Profit before Tax & extraordinary item ||4.99 ||21.90 |
|Less : Provision for Taxation (including Deferred Tax) ||1.52 ||6.78 |
|Profit after Tax ||3.47 ||15.12 |
|Less : Transfer to Special Reserves ||0.69 ||3.02 |
|Add: Profit brought forward from Previous Year ||31.32 ||19.22 |
|Balance carried forward ||34.10 ||31.32 |
OVERVIEW OF ECONOMY
India continues to remain a bright spot in the otherwise bleak global economic forecastof the International Monetary Fund (IMF). India will be the fastest growing major economyin 2016-17 growing at 7.5% ahead of China at a time when global growth is facingincreasing downside risks as per the World Economic outlook released by the IMF.
Indias growth will continue to be driven by private consumption which hasbenefited from lower energy prices and higher real incomes IMF said adding that"With the revival of sentiment and pickup in industrial activity a recovery ofprivate investment is expected to further strengthen growth."
India expects to grow in a wide range of 7-7.75% in 2016-17 as against a projected 7.6%growth in 2015-16.
OVERALL PERFORMANCE & OUTLOOK
Gross revenue from operations during the year stood at Rs 62.39 lac in comparison tolast years figure of Rs 101.72 6ac. In term of Net Profit after Tax for the yearthe same was of Rs 3.47 lac in comparison to last years Net Profit of Rs 15.12 lac.
Your Company is one of the RBI registered NBFC and is in to the business of financingand commission agent.
Your Company is hopeful of doing well in coming years.
DIVIDEND AND RESERVES
Due to inadequate profit and looking to the future challenges to conserve resourcesyour Directors do not recommend any Dividend for the year under review.
During the year under review sum of Rs 0.69 lac were transferred to General Reserve(Statutory Reserves).
The paid up Equity Share Capital as on March 31 2016 was Rs 4.06697 Crore. During theyear under review the Company has not issued any shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2016 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Companys state of affairs profits/(loss) and cash flows for the yearended 31st March 2016.
The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of Listing Regulations. Transactions during the financial year werein the ordinary course of business and on an arms length pricing basis and do notattract the provisions of Section 188 of the Companies Act 2013 and the Rules madethereunder are not attracted and thus disclosure in form AOC-2 in term of Section 134 ofCompanies Act 2013 is not required. Further there are no materially significanttransactions with related parties during the financial year which were in conflict withthe interest of the Company. Suitable disclosure as required by the Accounting Standards(AS18) has been made in the notes to the Financial Statements. The policy on Related PartyTransactions as approved by the Board is uploaded on the Companys website.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Regulation 34 of Listing Regulations the Management Discussion andAnalysis is annexed and forms part of the Directors Report.
LISTING OF EQUITY SHARES ON BSE
The Equity Shares of the Company have been listed and have been admitted for trading onBSE w.e.f. 13th May 2015. The Shares of the Company are now available for Trading on BSEtrading platform. The Scrip Code on BSE is 539131.
There is no Change in Management of the Company during the year under review.
During the year Mrs. Sarita Agarwal Independent Director has been resigned from theBoard w.e.f. 2nd December 2015 due to her personal reasons.
Further during the year (effective from 1st April 2016) the Board has appointed Mr.Raj Kumar Mishra as additional Director of the Company in place of Mr. Mahendrasingh B.Rao Managing Director of the Company who has resigned from the Board w.e.f. 1st April2016.
Apart from the above there is no change in the composition of Board of Directors ofthe Company.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Boards Report.Further Section 152 of the Act provides that the independent directors shall not be liableto retire by rotation in the Annual General Meeting (AGM) of the Company.
As per requirements of Regulation 25 of Listing Regulations a person shall not serveas an independent director in more than seven listed entities: provided that any personwho is serving as a whole time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall strive to be present at such meeting.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Sl. No. Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. Mr. Mahendrasingh B Rao ||Managing Director ||- ||1st April 2016 |
|2. Mr. Raj Kumar Mishra ||Additional Director ||1st April 2016 ||- |
|3. Ms. Sarita Agarwal ||Independent Director ||- ||2nd Dec 2015 |
|4. Mr. Jay Narayan Yadav ||Company Secretary ||- ||16th June 2015 |
|5. Mr. Sarad Ashok Kajaria ||Company Secretary ||16th June 2015 ||- |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of financial year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:
1. that in the preparation of the Annual Accounts for the year ended March 31 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
2. the directors had selected such accounting policies and applied them consistentlyand made 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 March 31 2016 and of the profit ofthe Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. the annual accounts have been prepared on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
BUSINESS RISK MANAGEMENT
Risk management is embedded in your Companys operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Companys approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee underListing Regulations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.e.www.crescentleasingltd.com
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
The Auditors M/s DBS & Associates Chartered Accountants Mumbai who are StatutoryAuditors of the Company and holds the office until the conclusion of ensuing AnnualGeneral Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 32nd Annual General Meeting up to the conclusion of the36th consecutive Annual General Meeting (subject to ratification by the members at everysubsequent AGM). As required under the provisions of Section 139 & 142 of theCompanies Act 2013 the Company has obtained written confirmation from M/s. DBS &Associates; that their appointment if made would be in conformity with the limitsspecified in the said Section.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Priti Agarwal Company Secretaries in Practice (C.P. No. 9937) to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedelsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
The Company wishes to place on record their appreciation to the contribution made bythe employee of the Company during the period.
During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures need to be made under the saidsection.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013
Since the Company is into the business of financing activities; the informationregarding Conservation of Energy Technology Absorption Adoption and Innovation asdefined under section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.
During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged in the CompaniesAct 2013 and the Listing Regulations 2015. Pursuant to Regulation 27 of the ListingRegulations a Report on the Corporate Governance and the Auditors Certificate onCorporate Governance are annexed to this report.
Statements in this Directors Report and Management Discussion and Analysisdescribing the Companys objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.
|Kolkata May 30 2016 ||By order of the Board |
| ||For CRESCENT LEASING LIMITED |
|Registered Office : || |
|102 Punar Nava Building 1st Floor ||Ramesh Kr. Saraswat |
|13 B. B. Ganguly Street ||(DIN : 00243428) |
|Kolkata 700 012 (W.B.) ||Director |