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Crescent Leasing Ltd.

BSE: 539131 Sector: Financials
NSE: N.A. ISIN Code: INE767G01013
BSE 15:50 | 23 Feb 65.50 4.40
(7.20%)
OPEN

60.00

HIGH

67.80

LOW

54.25

NSE 05:30 | 01 Jan Crescent Leasing Ltd
OPEN 60.00
PREVIOUS CLOSE 61.10
VOLUME 59646
52-Week high 325.00
52-Week low 49.65
P/E 25.59
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 60.00
CLOSE 61.10
VOLUME 59646
52-Week high 325.00
52-Week low 49.65
P/E 25.59
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Crescent Leasing Ltd. (CRESCENTLEASING) - Director Report

Company director report

To

The Members

The Directors have pleasure in presenting their 33rdAnnual Report togetherwith the Audited Statement of Accounts of the Company for the financial year ended 31stMarch 2017.

FINANCIAL REVIEW/SUMMARY:

During the Financial Year ended 31st March 2015 the financial results ofthe Company are summarized below:

(in lakhs)
Particulars For the Year ended 31st March 2017 For the Year ended 31st March 2016
Income 57.90 62.39
Profit before Tax & extraordinary item 9.78 4.99
Less : Provision for Taxation (including Deferred Tax) 3.03 1.52
Profit after Tax 6.75 3.47
Less : Transfer to Special Reserves 1.35 0.69
Add: Profit brought forward from Previous Year 34.10 31.32
Balance carried forward 40.31 34.10

DETAILS OF SUBSIDIARIES/ ASSOCIATES AND JOINT VENTURES DURING THE YEAR

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.

DIVIDEND

Your Directors feels that it is prudent to plough back the profit for future growth ofthe company and do not recommend any dividend for the year ended 31st March2017.

WEBSITE OF THE COMPANY

The company maintains a functional website (www. crescentleasingltd. com) as requiredunder the Listing Agreement containing the basic information about the company i.e.financial information shareholding pattern compliances with corporate governancecontact information of the company designated officials.

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 Company's state of affairs profits/(loss) and cash flows for the year ended31st March 2017.The Company continues to focus on judicious management of its workingcapital. Receivables inventories and other working capital parameters were kept understrict check through continuous monitoring. There is no audit qualification in thestandalone financial statements by the statutory auditors for the year under review.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2017 was 'Rs. 4.06697 Crore. Duringthe year under review the Company has not issued any shares with differential votingrights nor has granted any stock options or sweat equity. As on March 31 2017 none ofthe Directors of the Company hold instruments convertible into equity shares of theCompany.

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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith.

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 BSE tradingplatform.

The Scrip Code on BSE is 539131.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR 2016-17

Sl. No. Name Designation Date of Appointment Date of Resignation
1. Raj Kumar Mishra Managing Director 01.04.2016 -
2. Mahendrasingh B Rao Managing Director - 01.04.2016
3. Ahish Maniar Non-Executive Director 2308.2016 -
4. Binay Bahety Director - 29.08.2016
5. Jawahar Suryakant Mehta Non-Executive Director 05.12.2016 -
6. Sharda Kajaria Company Secretary

-

01.05.2016
7. Debasree Paul Chowdhury Company Secretary 02.05.2016 -

DIRECTORS

During the year (effective from 1st April 2016) the Board has appointed Mr. Raj KumarMishra as additional Director of the Company in place of Mr. Mahendrasingh B. RaoManaging Director of the Company who has resigned from the Board w.e.f. 1st April 2016.

Apart from the above Mr. Ashish Maniar and Mr. Jawahar Suryakant Mehta were appointedas Additional NonExecutive Director on 23rd August 2016 and 5thDecember 2016 respectively. And Mr. Binay Bahati Director has resigned on 29thAugust 2016.

Further the Board of Directors has appointed Mr. Gurusankar Das and Mousumi Rani Mandolas Additional Non Executive Director of the Company on 22nd June 2017. Mr.Ramesh Kumar Saraswat has resigned from the board w.e.f 22nd June 2017

Again on the Board meeting held on 14th August 2017 Mr. Sabir Ahamed andMr. Subhrendu Ray was appointed as Additional Independent Director of the 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.

KEY MANAGERIAL PERSONNEL

During the year the Board of Directors has appointed Ms. Debasree Paul Chowdhury asCompany Secretary of the Company in place of Ms. Sharda Kajaria on 2nd May 2016.

Further the Board has accepted the Resignation of Mr. Anup Kumar Behera from his postof Chief Financial Officer (CFO) on 22nd June 2017 and Mr. Chanchal Mallik hasbeen appointed as new Chief Financial Officer (CFO) by the Board on 14thAugust 2017.

REGISTERED OFFICE OF THE COMPANY

The Registered office of the Company has changed from 102 Punar Nava Building 1stFloor 13 B. B. Ganguly Street Kolkata - 700 012 (W.B.) to 229 AJC Bose Road 9thFloor Unit 9C Kolkata -700020 by the Board of Directors in the Board Meeting held on 22ndJune 2017

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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 theDirectors confirm:

(i) That in preparation of the accounts for the financial year ended 31st March 2017the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and lossof the Company for the year under review;

(iii) 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

(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2017 on a ‘going concern' basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

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 Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire 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.

AUDITORS

Statutory Auditors

M/s DBS & Associates Chartered Accountants Mumbai was the Statutory Auditors ofthe Company who has resigned and in place of them CA Anupam Sarkar Chartered Accountanthas been appointed vide board resolution dated 14th August 2017 from the ensuing AnnualGeneral Meeting till the conclusion of the next Annual General Meeting. As required underthe provisions of Section 139 & 142 of the Companies Act 2013 the Company hasobtained written confirmation from CA Anupam Sarkar Chartered Accountant; that hisappointment is in conformity with the limits specified in the said Section.

SECRETARIAL AUDITORS

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed K. Arun & Co Company Secretaries to undertake the Secretarial Audit of theCompany for the financial year 2016-2017. Further M/s. K. Arun & Co. CompanySecretaries conducted the Secretarial Audit of the company and furnished the reportaccordingly. The Secretarial Audit report forms the part of this report and has beenannexed.

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.

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 arm's length pricing basis and do not attractthe provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder arenot attracted and thus disclosure in form AOC-2 in term of Section 134 of Companies Act2013 is not required. Further there are no materially significant transactions withrelated parties during the financial year which were in conflict with the interest of theCompany. The policy on Related Party Transactions as approved by the Board is uploaded onthe Company's website.

MATERIAL CHANGE AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes affecting the financial position of the companywhich have occurred between the end of the concerned financial year of the company and thedate of the report.

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.

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.

BUSINESS RISK MANAGEMENT

Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's 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 under ListingRegulations.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Company is equipped with a proper and adequate system of internal controls formaintaining proper accounting cost control and efficiency in operation.

The Company also has adequate system to ensure that all of its assets are safeguardedand protected against loss from unauthorized use or disposition and transactions areauthorized recorded and reported correctly. The internal control system is supplementedby internal audits review by management documented policies and procedures.

CORPORATEGOVERNANCE

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.

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

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.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be“forward -looking statements” within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from shareholders customers vendors bankers and other businessconstituents for their support during the year under review. Your Directors also wish toplace on records their deep sense of appreciation for the commitment displayed by allemployees during the year.

Date: 26.08.2017

Place: Kolkata

By Order of the Board

For CRESCENT LEASING LIMITED

Sd/-

Raj Kumar Mishra

Managing Director

DIN: 06377032