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Classic Leasing & Finance Ltd.

BSE: 540481 Sector: Financials
NSE: N.A. ISIN Code: INE949C01016
BSE 05:30 | 01 Jan Classic Leasing & Finance Ltd
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Classic Leasing & Finance Ltd. (CLASSICLEASING) - Director Report

Company director report


The Members

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017.

1. Financial Summary or Highlights/Performance of the Company

The Board‘s Report shall be prepared based on the standalone financial statementsof the Company.

Particulars 2016-17 2015-16
Gross Income 827183 645012.00
Profit Before Interest and 171543.99 158767.00
Finance Charges 0.00 0.00
Gross Profit 171543.99 158767.27
Provision for Depreciation 1827.32 1827.32
Profit Before Tax (PBT) 169716.67 156939.92
Provision for Tax 0.00 19695.00
Profit After Tax (PAT) 169716.67 137244.92

2. Operations

The Company is engaged in investment activities and other financial services during theyear under review and moreover the Company is not having any division(s)/ branch(s) hencethe requirement of segment-wise reporting is considered irrelevant.. Hence in the comingyear we hope for better growth and opportunity towards the business of the Company.

3. Dividend

The Board of Directors has decided not to recommend any dividend for the year ended 31stMarch 2017.

4. Transfer to Reserves

No Fund is transferred to reserve during the year under review.

5. Share Capital

There has been no change in the share capital of the company during the year 2016-17.At the end of the year as on 31st March 2017 the paid up Equity Share Capital as on 31stMarch 2017 stood at Rs 30002000.00.

6. Material changes and commitment if any affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatements relate and the date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

7. Directors and Key Managerial Personnel

Mr. Prashant Bothra Director of the Company retires by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment. During theyear under review Mr. Bishal Agarwal having membership number 26041 resigned from thepost of Company Secretary and Compliance Officer with effect from 29.07.2016 and Ms.Prerna Chhajer possessing requisite qualification from the Institute of CompanySecretaries of India having membership number 44563 appointed as Company Secretary andCompliance officer with effect from 29.07.2016.

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors from timeto time. During the year 7 Board Meetings 4 Audit Committee Meetings 4Shareholders/Investors Relationship Committee Meetings and 1Remuneration / NominationCommittee Meeting was convened and held. The details of which are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

9. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

10. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report. Sincethe Company is at growing trend the Director‘s are at nil remuneration.

11. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Companies Act 2013 do not apply toour Company. There is/was no subsidiary/joint ventures or Associate Companies during thefinancial year under review.

12. Auditors:

The Auditors M/s R. Dugar & Associates Chartered Accountants Kolkata wereappointed for a period of 5 years subject to ratification at every Annual General Meetingin terms of Section 139 of the Companies Act 2013. They have confirmed their eligibilityand willingness for the next term from the conclusion of ensuing annual general meeting tothe conclusion of next annual general meeting. The Board of Directors thereforerecommends ratification of appointment M/S. R. Dugar & Associates CharteredAccountants as statutory auditors of the company for the approval of Shareholders.

13. Auditors' Report

The Auditors‘ Report does not contain any qualification provided by our StatutoryAuditor. Further Auditors remarks in their report are self-explanatory and do not callfor any further comments.

14. Disclosure about Cost Audit

Pursuant to the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 do notapply to our Company.

15. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Mr. Bijan Kumar MalikPracticing Company Secretary have been appointed as Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure II to this report.The report is self-explanatory and do not call for any further comments.

16. Internal Audit & Controls

Pursuant to the provisions of Section 138 of the Companies Act 2013 and rules framedthereon your Company has appointed M/s. Rahul Bansal & Associates CharteredAccountant to undertake the Internal Audit of the Company for the F.Y. 2016-17. Therestood no adverse finding & reporting by the Internal Auditor in the Internal AuditReport for the year ended 31st March 2017.

17. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company under Corporate Governance link.

18. Risk management policy

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the Company.

19. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .

20. Deposits

No deposits accepted during the year in pursuance to the provisions covered underChapter V of the Act.

21. Particulars of loans guarantees or investments under section 186

Pursuant to the provisions of Section 186 and all other applicable provisions of theCompanies Act 2013 read with the Companies Rules 2014 no loans guarantees orinvestments made under the said section.

23. Particulars of contracts or arrangements with related parties:

The Company did not entered into contract or arrangements with related parties referredto in sub-section (1) of section 188 of the Companies Act 2013.

24. Corporate Social Responsibility

The Company had not taken any initiatives on the activities of Corporate SocialResponsibilities as the provisions relating to the same are not applicable to the Company.

25. Corporate Governance Certificate

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 with the Stock Exchanges the report on Corporate Governance andManagement Discussion & Analysis forms part of the Annual Report. The Certificate fromthe Secretarial Auditor of the company confirming compliance with the conditions ofCorporate Governance as stipulated under Schedule V of Regulation 34 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 also constitute an integral partof the Annual Report.

26. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2017.

27. Particulars Of Employee:

None of the employees of the Company are in receipt of remuneration exceeding the limitprescribed under rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 so statement pursuant to Section 197(12) of the Companies Act 2013read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not required to be included.

27. Statutory Disclosures

During the year under review none of the employees were in receipt of remuneration asmentioned in the act and therefore the provisions of Section 217 (2A) of the CompaniesAct 1956 & relevant section of Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended (if any) are notattracted.

28. Obligation Of Company Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013

The company has adopted the policy on redressal of Sexual and Workplace harassment asper the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 (?Sexual Harassment Act ) and the same is displayed at the website of thecompany. The Company believes that it is the responsibility of the organization to providean environment to its employee who is free of discrimination intimidation and abuse andalso to protect the integrity and dignity of its employees and to avoid conflicts anddisruptions in the work environment. Further there stood no cases filed during the yearunder review.

29. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand Outgo are as follows:

a) Conservation of energy

(i) the steps taken or impact on conservation of energy NIL
(ii) the steps taken by the Company for utilizing NIL
alternate sources of energy
(iii) the capital investment on energy conservation NIL

(b) Technology absorption

(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NIL
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof NIL
(iv) the expenditure incurred on Research and Development NIL

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was NIL and the total foreign exchangeearned was NIL.

30. Directors' Responsibility Statement

The Directors‘ Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

31. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not declare any dividend for any financial year in the past so thereis nil funds lying unpaid or unclaimed for a period of seven years. Therefore there wereno funds which were required to be transferred to Investor Education and Protection Fund(IEPF).

32. Listing with Stock Exchanges

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited andthe Calcutta Stock Exchange Limited which enables the Shareholders/investors to trade inthe Shares of the Company from any part of the country without any difficulty.

33. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Sd/- Sd/-
Vijay Bothra Prashant Bothra
Managing Director Director
Place: Kolkata
Date: 30.05.2017