Ramchandra Leasing and Finance Limited
The Directors of the Company present their 27thAnnual Reportand the audited Annual Accounts for the year ended 31stMarch 2020. FinancialResults:
|Particulars ||(in Rupees) ||(in Rupees) |
| ||Current Year 2019-20 ||Previous Year 2018-19 |
|Total Income ||6233260 ||5521576 |
|Total Expense ||5787179 ||4487461 |
|Profit before Finance Cost and Depreciation ||446081 ||1034115 |
|Less : Finance Cost ||0 ||0 |
|Profit before Depreciation ||446081 ||1034115 |
|Less : Depreciation ||183682 ||192380 |
|Profit/(Loss) before Tax ||262399 ||841735 |
|Provision for Tax || || |
|Current Tax ||65600 ||214643 |
|Deferred Tax ||0 ||0 |
|Tax for Earlier Year ||0 ||0 |
|Balance of Profit/(Loss) for the year ||196799 ||627092 |
No dividend recommended by the Board of directors in view of limitedprofit for the Financial Year ended 31stMarch 2020. Transfer to Reserves:
The Company propose to transfer all sum to the General Reserve of theCompany.
Change in the nature of business:
During the year under review there was no change in the nature of thebusiness of the Company.
Significant and Material Orders:
There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status or company's operation infuture.
Details of Subsidiary/Joint Ventures/Associate Companies:
The Company does not have any subsidiary/ Joint Ventures/ AssociateCompanies.
Internal Financial Control Systems and their Adequacy:
The directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively and submit its reports to the Audit Committee of the Board ofDirectors.
Number of the Meeting of the Board of Directors:
During the year under review total 6 (Six) Board Meetings were held:(1) 21st May 2019 (2) 13thAugust 2019 (3) 12thNovember2019 (4) 06th December 2019 (5) 07th January 2020 and (6) 13thFebruary 2020. A Detailed Calendar and Schedule of Meeting of Board of Directors areprepared and circulated in advance. The Requisite Quorum Frequency of the Meeting ofDirectors Attendance and Presence of Directors at the meeting is in compliance with theRules and Regulations as applicable to the Company.
Evaluation of Directors Board and Committees:
The Company has devised a policy for performance evaluation of theindividual directors Board and its Committees which includes criteria for performanceevaluation. The Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the Evaluation of the working of theCommittees of the Board. The Board performance was evaluated based on inputs received fromall the Directors after considering criteria such as Board composition and structureeffectiveness of Board / Committee processes and information provided to the Board etc.A separate meeting of the 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 alwaysaims to operate in compliance with applicable RBI laws and regulations and employs itsbest efforts towards achieving the same.
Management Discussion and Analysis Report:
A detailed discussion on the Company's operations is presented in thechapter on Management Discussion and Analysis pursuant to SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 which forms part of this Annual Report.-Annexure - A
As per SEBI LODR Compliance with the provisions of Regulation 17through 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and para C D andE of Schedule V is not mandatory for the time being in respect of the following class ofCompanies:
A. Companies having paid up Share Capital not exceeding Rs.10 crore andnet worth not exceeding Rs. 25 crore as on the last day of the previous financial year;
B. the listed entity which has listed its specified securities on theSME Exchange;
As our Company falls in the ambit of the aforesaid exemption;consequently Corporate Governance Report does not forms part of the Annual Report for theFinancial Year 2019-20. However the Company Complies and follows best CorporateGovernance Norms and Standards.
The Company has not invited or accepted any fixed deposit from thepublic during the year under Section 73 to 76 of the Companies Act 2013.
Secretarial Audit and Auditor:
Secretarial Audit Report as per Section 204 of Companies Act 2013 isplaced as annexure to this report. The Company has appointed Mr. Suhas Bhattbhatt; aPracticing Company Secretary as a Secretarial Auditor of the Company for the FinancialYear ended 31stMarch 2021.
Extracts of Annual Return and other disclosures under Companies(Appointment & Remuneration) Rules 2014:
The Extract of Annual Return in form No: MGT-9 as per Section 134 (3)(a) of the Companies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 andRule 12 of Companies (Management & Administration) Rules 2014 is annexed hereto andforms part of this report. Further the Disclosure in the Board Report under Rule 5 ofCompanies (Appointment & Remuneration) Rules 2014 is also annexed hereto and formspart of this report.
Declaration on Independence of Directors:
The Independent non-executive directors of the Company have affirmedthat they continue to meet all the requirements specified under sub-section (6) of Section149 of the Companies Act 2013 in respect of their position as an "IndependentDirector" of Ramchandra Leasing and Finance Limited. Currently there are TwoIndependent Directors on the Board of the Company i.e. Mr. Bharat Sen (Non-executiveIndependent Director) and Mrs. Champa Bhatia (Women Non-Executive Independent Director).
Familiarization Program for the Independent Directors:
In compliance with the requirements of SEBI (LODR) Regulations 2015the Company has put in place a familiarization programme for the Independent Directors tofamiliarize them with their role rights and responsibi lities as Directors the workingof the Company nature 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-bankingFinancial Companies as per section 186 (11) of the Companies Act 2013 is the ordinarycourse of action and exempted from disclosure in the Annual Report.
Related Party Transactions:
There are no materially significant transactions with related partiesi.e. promoters Directors or the Management their subsidiaries or relatives conflictingwith the Company's interest. There are no transaction took place with related party whichare consid ered to be not in the normal course of Business.
Particulars of Employees:
None of the Employees of the company was in receipt of the remunerationexceeding the limits prescribed under section 197 of the Companies Act 2013 as amendedduring the year under review.
Conservation of Energy technology absorption foreign exchangeearnings and outgo:
The Particulars regarding foreign exchange earnings and expenditure isNIL.
Since your company does not own any manufacturing facility the otherparticulars in the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules 1988 are not applicable.
Risk Management Policy implementation:
The board takes responsibility for the overall process of riskmanagement in the organization. Risk Management is the process of minimising mitigatingthe risk. Its start with identification and evaluation of risk. The Company has followedstrict approach to deal with possibility of any risk in the finance business. To Controlthe Operational risk Company has taken several measures and applied strict creditstrategies. Through a detailed risk management programme each functional head addressesopportunities and the attendant risks through a systematic approach aligned to theCompany's objectives. The audit committee also reviews reports covering operationalfinancial and other business risk areas.
Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:
The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder. Duringthe financial year 2019-20 the Company has not received any complaint on sexualharassment.
Listing of Securities:
The Company's Securities are currently listed and traded on BombayStock Exchange Limited and Listing Fees for Financial Year 2019-20 has been duly paid. TheScrip Code of Company is: 538540 and Symbol of the Company is: RLFL
M/s. Rathi K K & Co. Chartered Accountants were appointed as thestatutory auditors of the Company for a period of five years at the Annual General Meeting(AGM) of the Company held on 26th September 2017 to hold office from theconclusion of 24thAGM till the conclusion of 29thAGM to be held in2022. The Auditor's Report for Financial year 2019-2020 does not contain anyqualification reservation or adverse remark.
Nomination & Remuneration policy:
A Nomination & Remuneration policy has been formulated pursuant tothe provisions of section 178 and other applicable provisions of the companies act 2013and rules thereto and SEBI LODR stating therein the Company's policy and Directors/KeyManagerial Personnel/other Employees appointment and remuneration recommended by theNomination and Remuneration Committee and approved by the Board of Directors. The saidpolicy may be referred on Company's Website.
The Audit Committee of the Board of Directors meets the criteria laiddown under Section 177 of the Companies Act 2013 read with Regulation 18 of Securitiesand Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation2015 in the terms of reference to the Audit Committee. The Committee inter alia reviewsthe Internal Control System Scope of Internal Audits Reports of Internal Auditors KeyAudit Matters presented by the Statutory Auditors and Compliance of various regulations.The Committee also reviews the financial statements before they are placed before theBoard of Directors.
Stakeholder Relationship Committee:
Stakeholders' Relationship Committee ensures quick redressal of thecomplaints of the stakeholders and oversees the process of the share transfer. TheCommittee also monitors redressal of Shareholders'. In addition the committee alsomonitors other issues including status of Dematerialization/Rematerialization of sharesissued by the company.
Policy on Directors' Appointment and Remuneration and other Details:
Under Section 178(3) of the Companies Act 2013 the Nomination andRemuneration Committee of the board has adopted a policy for nomination remuneration andother related matters for directors and senior management personnel.
As per Section 177(9) and (10) of the Act and Regulation 22(1) of LODRthe Company has established Vigil Mechanism for Directors and employees to report genuineconcerns. Vigil Mechanism also provides adequate safeguard against victimization ofdirector(s) or employee(s) and also provides for direct access to the chairperson of theAudit Committee in appropriate and exceptional cases.
Code for Prevention of Insider Trading:
The Company has adopted a Code of Conduct to regulate monitor andreport trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations2015. This Code of Conduct also includes code for practices and procedures for fairdisclosure of unpublished price sensitive information and has been made available on theCompany's website at www.ramchandrafinance.com
Directors' Responsibility Statement:
The directors report that
1. In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.
2. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of the 31stMarch 2020 and of the profit and loss account of the company for that period.
3. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
4. The Directors have prepared the annual accounts on a going concernbasis.
5. The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Board of Directors wishes to place on record its appreciation forthe co-operation extended by Banks Government Authorities Customers Shareholders andEmployees of the Company and looks forward to a continued mutual support and co-operation.
For Ramchandra Leasing & Finance Limited
Pradeep Jain (Whole Time Director)
Date: 22nd August 2020