| To the Members of,
Ramchandra Leasing and Finance Limited
The Directors have pleasure to present their 22nd Annual Report and the
audited Annual Accounts for the year ended 31st March, 2015.
Financial Results
Particulars (in Rupees) (in Rupees)
Current Year Previous Year
2014-15 2013-14
Total Income 2,150,902 4,141,938
Total Expense 1,638,504 3,789,176
Profit before
Finance Cost
and Depreciation 512,398 352,762
Less : Finance Cost 0 0
Profit before
Depreciation 512,398 352,762
Less : Depreciation 260,05 292,518
Profit/(Loss) before Tax 252,346 60,244
Provision for Tax
Current Tax 75,703 18,073
Deferred Tax 20,220 23,710
Tax For earlier
Years 0 0
Balance of Profit/
(Loss) for the year 156,423 18,461
Balance Brought forward
from the Previous year 1,193,184 1,174,723
Amount available
for appropriation 1,349,607 1,193,184
Proposed Dividend 0 0
Tax on proposed Dividend 0 0
Balance Profit/(Loss)
carried to Balance Sheet 1,349,607 1,193,184
Performance Review:
During the year under review the focus was shifted to secure based
funding irrespective of decrease in gross total income, consequently
the total income reduced from 21.50 lacs as compared to 41.41 lacs for
the previous year. The Profit before tax however increased from 0.60
lacs to 2.52 lacs and net profit stood at 1.56 lacs for the year
2014-15.
Dividend:
No dividend recommended by the Board of directors in view of limited
profit for the Financial Year ended 31st March, 2015
Directors' Responsibility Statement:
The directors report that
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the 31st March, 2015 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 adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are
adequate and were operating effectively.
6. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Reserve Bank of India (RBI) Guidelines:
As a systematically important Non Deposit taking Non-Banking Finance
Company, The Company always aims to operate in compliance with
applicable RBI laws and regulations and employs its best efforts
towards achieving the same.
Management Discussion and Analysis Report:
A detailed discussion on the Company's operations is presented in the
chapter on Management Discussion and Analysis, which forms part of this
Annual Report.
Corporate Governance:
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges where the Company's securities are listed, the Corporate
Governance Report, Management Discussion and Analysis, and the
Auditor's Certificate regarding compliance of conditions of Corporate
Governance, form part of the Annual Report. Moreover, it has always
been a constant Endeavour of the Company to adopt good corporate
governance code through independent
Board, transparent disclosures and shareholders empowerment for
creating and sustaining shareholder value.
Deposits:
The Company has not invited or accepted any fixed deposit from the
public during the year under review.
Secretarial Audit:
Secretarial Audit Report as per Section 204 of Companies Act 2013 is
placed as annexure to this report. No adverse comments have been made
in the said report by the Practising Company Secretary.
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 Act
(Accounts) Rules 2014 and Rule 12 of Companies (Management &
Administration) Rules, 2014 duly certified by the Practising Company
Secretary is annexed hereto and forms part of this report. Further the
Disclosure in the Board Report under Rule 5 of Companies (Appointment &
Remuneration) Rules, 2014 is also annexed hereto and forms part of this
report.
Declaration on Independent Directors'
The Board of Directors declare that the Independent Directors Mr.
Devendrasinh D Umat and Mrs. Madhubala Kishor Sen are:
(a) in the opinion of the Board, are persons of integrity and possesses
relevant expertise and experience;
(b) (i) who were or were not a promoter of the company or its holding,
subsidiary or associate company
(ii) who are not related to promoters or directors in the company, its
holding, subsidiary or associate Company;
(c) Who have or had no pecuniary relationship with the company, its
holding, subsidiary or associate company or their promoters or
directors, during the two immediately preceding financial years or
during the current financial year;
(d) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate
company or their promoters, or directors, amounting to two percent or
more of its gross turnover of total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial years or during the current financial
year;
(e) Who, neither himself nor any of his relatives
(i) holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of the three financial year immediately
preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or propriety or a partner, in any of
the three financial years immediately preceding the financial year in
which he is proposed to be appointed, of
(A) a firm of auditors or company secretaries in practice or cost
auditors or the company or its holding, subsidiary or associate
company; or
(B) any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to
ten percent or more of the gross turnover of such firm;
(iii) holds together with his relative two per cent, or more of the
total voting power of the company; or
(iv) is a Chief Executive or director, by whatever name called, of any
non-profit organization that receives twenty-five percent or more of
its receipts from the company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or
(f) who possesses such other qualification as may be prescribed.
Particulars of Loans, guarantees or investments:
The particulars of Loans, Guarantees or investments as covered under
provision of section 186 of the Companies Act, 2013 made by the company
during financial year 2014-15 are given under the respective head and
the same is furnished in the notes to the financial statement.
Related Party Transactions:
There are no materially significant actions with related parties i.e.,
promoters, Directors or the Management, their subsidies conflicting
with the Company's interest. There are no transaction took place with
related party which are considered 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 the limits prescribed under section 197 of the Companies Act,
2013 as amended, during the year under review.
Conservation of Energy, technology absorption, foreign exchange
earnings and outgo:
The Particulars regarding foreign exchange earnings and expenditure is
NIL.
Since your company does not own any manufacturing facility, the other
particulars in the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 are not applicable.
Risk Management Policy implementation:
In today's economic environment, Risk Management is a very important
part of business. The main aim of risk management is to identify,
monitor and take precautionary measures in respect of the events that
may pose risks for the business. Your Company's risk management is
embedded in the business processes. The company has identified the
following risks:
Risk of Bad Debts (Non-Performing Assets): The risk of NPA is always a
pertinent part of the lending business. There is always a chance that
accounts become bad due to fall or collapse in the value of the asset
against which funds have been advanced due to a variety of reasons.
However, in our case, the Company has put in place strong asset
verification and valuation processes.
Interest Rates: The volatility in interest rates with Reserve Bank of
India resorted to change the interest rates and possibility of increase
in interest rate leads to default in re- payment. The management
focusing strictly on global clues and prudent norms for landing to
tackle default by debtors.
Risk of Competition: With globalization and continuous flow of private
as well as international institution in the finance market the risk of
competition in any business, and the finance business is no different.
We believe that competition spurs our team to innovate without losing
sight of the customer needs, the need for safety of funds deployed and
the need to ensure commensurate returns.
Global Economic Uncertainties: The international (events affect all
financial markets of the world, and India is also affected. The affect
was clearly felt in the previous year as the Indian Rupee continued to
remain weak due to the crisis in Euro-zone. This may results into to
stay- away attitude by foreign investors, volatility in crude price,
inflation which may turned into further stress on finance market.
Company there for focusing on investing its funds in assets that are
fully secured and that will have least impact of global uncertainty.
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 and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder. During the
financial year 2014-15, the Company has not received any complaint on
sexual harassment.
Directors:
1. Rotation of Director:
In accordance with Section 152 and other applicable provisions of
Companies Act, 2013, Mr. Dipeshbhai Ravjibhai Patel (DIN: 06692318),
Director of the Company, retires by rotation at this Annual General
Meeting and being eligible offer himself for re-appointment.
2. Resignation of Directors:
As per the provisions of section 168 of the Companies Act, 2013 during
the year the following
Three Directors had resigned from the Company:
A. Mr. Mukesh Patel - Resigned w.e.f. 29th January, 2015
B. Mr. Chandrakant Joshi - Resigned w.e.f. 13th February, 2015
C. Mr. Ripul Kotecha - Resigned w.e.f. 30th March, 2015
Auditors:
M/s. Jayesh Patel & Co., Chartered Accountants Ahmedabad, the retiring
Auditors of the Company be and are hereby re-appointed as Statutory
Auditors of the Company pursuant to section 139(2) of the Companies
Act, 2013 to hold office from the conclusion of this Annual General
Meeting (AGM) until the conclusion of the next AGM (subject to
ratification by members at every AGM held after this AGM) and that the
Board of Directors be and is hereby authorized to fix the remuneration
as may be recommended by the Audit Committee in consultation with the
Auditors. The explanation given in Auditor's report and notes on
accounts are self-explanatory and do not call for any comments.
Acknowledgment:
The Board of Directors wishes to place on record its appreciation for
the cooperation extended by Banks, Government Authorities, Customers,
Shareholders and Employees of the Company and looks forward to a
continued mutual support and co-operation.
Registered Office:
7, 2nd Floor, Gayatri Complex, for Ramchandra Leasing
& Finance Limited
Station Road,
Visnagar - 384315 SD/-
Date: 13th August, 2015 Pradip Jain
'(Whole Time Director) |