Classic Leasing & Finance Ltd.
|BSE: 540481||Sector: Financials|
|NSE: N.A.||ISIN Code: INE949C01016|
|BSE 00:00 | 22 Sep||6.69||
|NSE 05:30 | 01 Jan||Classic Leasing & Finance Ltd|
Classic Leasing & Finance Ltd. (CLASSICLEASING) - Director Report
Company director report
The Directors have pleasure in presenting their 36th Annual Report togetherwith the Audited Statement of Accounts of the Company for the financial year ended 31stMarch 2019.
The Company is engaged in investment activities and other financial services during theyear under review. The Company is not having any division(s)/ branch(s) hence therequirement of segment-wise reporting is considered irrelevant.
The performance of the Company for the year ended on 31st March 2019 is stated below:
CHANGE IN NATURE OF BUSINESS IF ANY
During the year under review there has been no change in the nature of business of theCompany. TRANSFER TO RESERVES
Your Directors have decided not to transfer any amount except profits to the GeneralReserve for the year under review.
MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There has been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.
Your Directors have not recommended any dividend for the financial year 2018-19. SUBSIDIARIES/ASSOCIATES/JOINTVENTURES
During the year under review the Company does not have any Subsidiaries Associate orJoint Venture Companies.
EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return as on 31st March 2019 in Form MGT-9 is annexed hereto as"Annexure-A" and forms a part of this report. Extract of annual returnfor the previous year ending 31st March 2018 has been given at
MEETINGS OF BOARD OF DIRECTORS
During the financial year ended 31st March 2019 seven Board Meetings wereheld viz. 30.05.2018 30.06.2018 13.08.2018 23.08.2018 14.11.2018 and 11.02.2019. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Act with respect toDirectors' Responsibility Statement the Directors hereby confirm that:-
(i) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
(ii) the Directors have 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 the end of the financial year andof the profit of the Company for that period;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and
(iv) the Directors have prepared the annual accounts of the Company on a 'goingconcern' basis.
(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED DURING THE YEAR
Induction Re-appointment Retirement & Resignation
During the year under review there has been no change in directorship of the Company.
Tenure of Mr. Sanjay Kumar Agarwala (DIN:
Further the Nomination and Remuneration Committee in their meeting recommended toappoint Mr. Tushar Himatsinghka (DIN:
Statement on declaration given by Independent Directors under sub- section (7) ofSection 149
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
Familiarization Programme undertaken for Independent Directors
The Independent Directors are familiarised with the Company about their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments.
Performance Evaluation of the Board Its Committees and Directors
Your Company understands the requirements of an effective Board Evaluation process andaccordingly during the year under review they have carried out performance evaluation ofBoard's own performance the directors individually and the evaluation of the working ofits Committees pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company did not enter into contract or arrangements with related parties referredto in sub-section (1) of section 188 of the Companies Act 2013.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of loans guarantees and investments u/s 186 of Companies Act 2013 ifany forms part of the financial statements.
The Company has not invited or accepted deposits from the public covered under Section73 of the Act and The Companies (Acceptance of Deposits) Rules 2014 as amended.
PARTICULARS OF EMPLOYEES
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.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board has appointed Sankalp PoddarPractising Company Secretary as Secretarial Auditor of the Company. The Secretarial AuditReport for the financial year ended 31st March 2019 is annexed herewith as "Annexure-II".The said Report does not contain any qualification.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Since the Company is at growing trend the Director's are at nilremuneration.
The composition and terms of reference of the Audit Committee has been according toSection 177(8) read with Rule 6 of Companies (Meeting of the Board of Director) Rules.There has been no instance where the Board has not accepted the recommendations of theAudit Committee
RISK MANAGEMENT POLICY
The Company has a defined Risk Management framework to identify assess monitor andmitigate various risks to key business objectives. The Risk Management Policy provides foridentification of risk its assessment and procedures to minimize risk. The policy isperiodically reviewed to ensure that the executive management controls the risk as perdecided policy.
CORPORATE GOVERNANCE DISCLOSURE
Pursuant to Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 para C D and E of Schedule V shall not apply to the Company.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate financial controls commensurate with the size scaleand complexity of its operations. The Company has policies and procedures in place toproperly and efficiently conduct its business safeguard its assets detect fraud anderrors maintain accuracy and completeness of accounting records and prepare financialrecords in a timely and reliable manner.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required underSection 177 of the Act and Regulation 22 of the Listing Regulations. A Vigil (WhistleBlower) mechanism provides a channel to the employees and Directors to report to themanagement concerns about unethical behavior actual or suspected fraud or violation ofthe Codes of Conduct or policy. The mechanism provides for adequate safeguards againstvictimization of employees and Directors to avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in exceptional cases.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to provide a work environment which ensures that every womanemployee is treated with dignity respect and equality. There is zero-tolerance towardssexual harassment and any act of sexual harassment invites serious disciplinary action.The Company has established a policy against Sexual Harassment for its employees. Thepolicy allows every employee to freely report any such act and prompt action will be takenthereon. The Policy lays down severe punishment for any such act. Further your Directorsstate that during the year under review there was no case of sexual harassment reportedto the Company pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Section 135 of Companies Act 2013 does not apply to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS
There are no significant material orders passed by the Regulators / Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING & OUTGO AS PER SECTION 134 (3)(m) OF THE ACT
A. The operations of the Company are not energy intensive as the Company is not engagedin any manufacturing activity and hence reporting under this Section does not arise.
B. No technology has been developed and / or imported by way of foreign collaboration.
C. Foreign exchange inflow / outflow is NIL