Ramchandra Leasing and Finance Limited
The Directors of the Company present their 28thAnnual Report and the auditedAnnual Accounts for the year ended 31stMarch 2021.
|Particulars ||(in Rupees) ||(in Rupees) |
| ||Current Year 2020-21 ||Previous Year 2019-20 |
|Total Income ||5821574.00 ||6233260 |
|Total Expense ||5673867.60 ||5787179 |
|Profit before Finance Cost and Depreciation ||300539.00 ||446081 |
|Less : Finance Cost ||2633.60 ||0 |
|Profit before Depreciation ||297905.40 ||446081 |
|Less : Depreciation ||150199 ||183682 |
|Profit/(Loss) before Tax ||147706.40 ||262399 |
|Provision for Tax || || |
|Current Tax ||37870 ||65600 |
|Deferred Tax ||0 ||0 |
|Tax for Earlier Year ||0 ||0 |
|Balance of Profit/(Loss) for the year ||109836.40 ||196799 |
No dividend recommended by the Board of directors in view of limited profit for theFinancial Year ended 31stMarch 2021.
Transfer to Reserves:
The Company propose to transfer all sum to the General Reserve of the Company.
Change in the nature of business:
During the year under review there was no change in the nature of the business of theCompany.
Significant and Material Orders:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status or company's operation in future.
Details of Subsidiary/Joint Ventures/Associate Companies:
The Company does not have any subsidiary/ Joint Ventures/ Associate Companies.
Internal Financial Control Systems and their Adequacy:
The directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively andsubmit its reports to the Audit Committee of the Board of Directors.
Number of the Meeting of the Board of Directors:
During the year under review total 6 (Six) Board Meetings were held: (1) 16thJune 2020 (2)01st July 2020 (3) 07th August 2020 (4) 10thNovember 2020 (5) 24th November 2020 and (6) 12th February 2021. ADetailed Calendar and Schedule of Meeting of Board of Directors are prepared andcirculated in advance. The Requisite Quorum Frequency of the Meeting of DirectorsAttendance and Presence of Directors at the meeting is in compliance with the Rules andRegulations as applicable to the Company. During the year Mr. Aniket Sanghvi has beenappointed as Non-Executive Independent Director w.e.f.24.11.2020 and Mrs. Harsha Bhanshalihas been appointed as Non-executive Independent Director w.e.f. 10.11.2020. Mr. Bharat Senresigned from Board of Directors w.e.f. 10.11.2020 and Mrs Champa Bhatia resigned fromBoard of Directors w.e.f .24.11.2020.
Key Managerial Personnel:
During the year under review Ms. Shipra mapara has resigned from Company Secretaryw.e.f. 31/05/2020. Further Ms. Janki Upadhyay has been appointed as Company Secretary ofthe Company w.e.f. 01/07/2020 and Ms. Glynis May Sequeria has put resignation from ChiefFinancial Officer of the Company w.e.f. 09th August 2021.
Evaluation of Directors Board and Committees:
The Company has devised a policy for performance evaluation of the individualdirectors Board and its Committees which includes criteria for performance evaluation.The Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the Evaluation of the working of the Committees of theBoard. The Board performance was evaluated based on inputs received from all the Directorsafter considering criteria such as Board composition and structure effectiveness of Board/ Committee processes and information provided to the Board etc. A separate meeting ofthe Independent Directors was also held during the year for the evaluation of theperformance of non-independent Directors performance of the Board as a whole and that ofthe Chairman. The Nomination and Remuneration Committee has also reviewed the performanceof the individual directors based on their knowledge level of preparation and effectiveparticipation in Meetings understanding of their roles as directors etc.
Reserve Bank of India (RBI) Guidelines:
As Non Deposit taking Non-Banking Finance Company The Company always aims to operatein compliance with applicable RBI laws and regulations and employs its best effortstowards achieving the same.
Management Discussion and Analysis Report:
A detailed discussion on the Company's operations is presented in the chapter onManagement Discussion and Analysis pursuant to SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 which forms part of this Annual Report.- Annexure - A
As per SEBI LODR Compliance with the provisions of Regulation 17 through 27 andclauses (b) to (i) of sub regulation (2) of Regulation 46 and para C D and E of ScheduleV is not mandatory for the time being in respect of the following class of Companies:
A. Companies having paid up Share Capital not exceeding Rs.10 crore and net worth notexceeding Rs. 25 crore as on the last day of the previous financial year;
B. the listed entity which has listed its specified securities on the SME Exchange;
As our Company falls in the ambit of the aforesaid exemption; consequently CorporateGovernance Report does not forms part of the Annual Report for the Financial Year 2020-21.However the Company Complies and follows best Corporate Governance Norms and Standards.
During the year under review the Company has not accepted any deposits from thepublic.
m m m
Secretarial Audit and Auditor:
Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexureto this report. The Company has appointed Mr. Suhas Bhattbhatt; a Practicing CompanySecretary as a Secretarial Auditor of the Company for the Financial Year ended 31stMarch2021.
Pursuant to provisions of Section 134(3) and Section 92(3) of the Act the Draft AnnualReturn of the Company for the Financial Year ended March 31 2021 is uploaded on websiteof the Company at www.ramchandrafinance.in/annual-return
Declaration on Independence of Directors:
The Independent non-executive directors of the Company have affirmed that they continueto meet all the requirements specified under sub-section (6) of Section 149 of theCompanies Act 2013 in respect of their position as an "Independent Director" ofRamchandra Leasing and Finance Limited. Currently there are Two Independent Directors onthe Board of the Company i.e. Mr. Aniket Sanghvi (Non-executive Independent Director) andMrs. Harsha Bhanshali (Women Non-Executive Independent Director).
Familiarization Program for the Independent Directors:
In compliance with the requirements of SEBI (LODR) Regulations 2015 the Company hasput in place a familiarization programme for the Independent Directors to familiarize themwith their role rights and responsibilities as Directors the working of the Companynature of the industry in which the Company operates business model etc.
Particulars of Loans guarantees or investments:
Any Loans made Guarantees given or investments made by Non-banking Financial Companiesas per section 186 (11) of the Companies Act 2013 is the ordinary course of action andexempted from disclosure in the Annual Report.
Related Party Transactions:
There are no materially significant transactions with related parties i.e. promotersDirectors or the Management their subsidiaries or relatives conflicting with theCompany's interest. There are no transaction took place with related party which areconsidered to be not in the normal course of Business.
Particulars of Employees:
None of the Employees of the company was in receipt of the remuneration exceeding thelimits prescribed under section 197 of the Companies Act 2013 as amended during the yearunder review.
Conservation of Energy technology absorption foreign exchange earnings and outgo:
The Particulars regarding foreign exchange earnings and expenditure is NIL.
Risk Management Policy implementation:
The board takes responsibility for the overall process of risk management in theorganization. Risk Management is the process of minimising mitigating the risk. Its startwith identification and evaluation of risk. The Company has followed strict approach todeal with possibility of any risk in the finance business. To Control the Operational riskCompany has taken several measures and applied strict credit strategies. Through adetailed risk management programme each functional head addresses opportunities and theattendant risks through a systematic approach aligned to the Company's objectives. Theaudit committee also reviews reports covering operational financial and other businessrisk areas.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2020-21 the Company has not received any complaint on sexual harassment.
Listing of Securities:
The Company's Securities are currently listed and traded on Bombay Stock ExchangeLimited and Listing Fees for Financial Year 2020-21 has been duly paid. The Scrip Code ofCompany is: 538540 and Symbol of the Company is: RLFL
M/s. K.K. Rathi & Co. Chartered Accountants were appointed as the statutoryauditors of the Company for a period of five years at the Annual General Meeting (AGM) ofthe Company held on 26th September 2017 to hold office from the conclusion of24thAGM till the conclusion of 29thAGM to be held in 2022. TheAuditor's Report for Financial year 2020-21 does not contain any qualificationreservation or adverse remark.
Nomination & Remuneration policy:
A Nomination & Remuneration policy has been formulated pursuant to the provisionsof section 178 and other applicable provisions of the companies act 2013 and rulesthereto and SEBI LODR stating therein the Company's policy and Directors/Key ManagerialPersonnel/other Employees appointment and remuneration recommended by the Nomination andRemuneration Committee and approved by the Board of Directors. The said policy may bereferred on Company's Website.
The Audit Committee of the Board of Directors meets the criteria laid down underSection 177 of the Companies Act 2013 read with Regulation 18 of Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirement) Regulation 2015 in theterms of reference to the Audit Committee. The Committee inter alia reviews the InternalControl System Scope of Internal Audits Reports of Internal Auditors Key Audit Matterspresented by the Statutory Auditors and Compliance of various regulations. The Committeealso reviews the financial statements before they are placed before the Board ofDirectors.
Stakeholder Relationship Committee:
Stakeholders' Relationship Committee ensures quick redressal of the complaints of thestakeholders and oversees the process of the share transfer. The Committee also monitorsredressal of Shareholders'. In addition the committee also monitors other issuesincluding status of Dematerialization/ Rematerialization of shares issued by the company.
Policy on Directors' Appointment and Remuneration and other Details:
Under Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee of the board has adopted a policy for nomination remuneration and other relatedmatters for directors and senior management personnel.
As per Section 177(9) and (10) of the Act and Regulation 22(1) of LODR the Company hasestablished Vigil Mechanism for Directors and employees to report genuine concerns. VigilMechanism also provides adequate safeguard against victimization of director(s) oremployee(s) and also provides for direct access to the chairperson of the Audit Committeein appropriate and exceptional cases.
Code for Prevention of Insider Trading:
The Company has adopted a Code of Conduct to regulate monitor and report trading byinsiders under the SEBI (Prohibition of Insider Trading) Regulations 2015. This Code ofConduct also includes code for practices and procedures for fair disclosure of unpublishedprice sensitive information and has been made available on the Company's website atwww.ramchandrafinance.in
Directors' Responsibility Statement:
The directors report that
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
2. 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 at the end of the 31st March2021 and of the profit and loss account of the company for that period.
3. The Directors have 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.
4. The Directors have prepared the annual accounts on a going concern basis.
5. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Board of Directors wishes to place on record its appreciation for the co-operationextended by Banks Government Authorities Customers Shareholders and Employees of theCompany and looks forward to a continued mutual support and co-operation.
|For Ramchandra Leasing & Finance Limited || |
|Pradeep Jain ||Pramod Gadiya |
|(Whole Time Director) ||(Director) |
|Date: 02/09/2021 Place: Vadodara || |