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Directors Report of Ramchandra Leasing and Finance Ltd.

Mar 31, 2015

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)


Mar 31, 2014

Dear members,

The Directors present this 21stAnnual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

Particulars (in Rupees) (in Rupees) Current Previous Year 2013- Year 2012- 14 13

Total Income 4,141,938 3,678,928

Total Expense 3,789,176 2,274,345

Profit before Finance Cost and Depreciation 352,762 1,404,583

Less : Finance Cost 0 0

Profit before Depreciation 352,762 1,404,583

Less : Depreciation 292,518 334,407

Profit/(Loss) before Tax 60,244 1,070,176

Provision for Tax Current Tax 18,073 321,052 Deferred Tax 23,710 28,447 Tax For earlier Years 0 0

Balance of Profit/(Loss) for the year 18,461 720,677

Balance Brought forward from the Previous year 1,174,723 454,046

Amount available for appropriation 1,193,184 1,174,723

Proposed Dividend 0 0

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance 1,193,184

Sheet 1,174,723

OPERATIONS

The economic slowdown persisting for last couple of years continued in the year of 2013- 2014. Both the economic environment and financial sector remains subdued throughout the year and therefore The Company has taken necessary actions and initiatives to continue its Business Operations without much change to avoid Risk factors for a small gain. The Annual growth in GDP during 2013-14 is estimated at 4.9 per cent as compared to the growth rate of 4.5 per cent in 2012-13. The latest estimate of 4.9 per cent for 2013-14 implies that the pace of economic expansion improved in the second half, given that GDP grew 4.6 per cent in the April-September period. However, in seven of the last eight quarters, India''s GDP has grown at less than 5% - hit by a toxic mix of high inflation, costly loan rates and poor services and industrial sector growth. The other important factor, inflation measured by the Wholesale Price Index is around 5.5% for the year 2013-14. Besides, high inflation has prompted the Reserve Bank to raise lending rates.

During the year The company has earned net profit of Rs.18,461/- as compared to Rs.7,20,677/- in previous year. Your directors are taking various initiatives for overall better performance and optimistic for the years to come. The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

FUTURE OUTLOOK

The Company has taken necessary steps and initiatives on the part of operations of the company depends upon certain factors such as Supply and Demand, Economic Conditions, Market Factors, Governments and Political Factors, Legal Factors, Financial, Risk & Evaluation etc. However, the major focus of the Company remains on Inflation and the twin deficits i.e. Fiscal and Current Account. Therefore, the Company believes with sound Risk management and strong capital adequacy ratio for future growth, new opportunities and to meet the challenges.

DIVIDEND

No dividend recommended by the Board of directors in view of limited profit for the Financial Year ended 31st March, 2014

DIRECTOR

1. Rotation of Director:

In accordance with Section 257 of the Companies Act, 1956 and Section 152 and other applicable provisions of Companies Act, 2013, Mr. Chandrakant Ramchandra Joshi (DIN:06694293), Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

2. Change in Designation of Director

In accordance with the provisions of Section 196,197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the approval of the Company be and is hereby accorded for appointment of Mr. Pradip Saremal Jain (DIN: 03363790) as Whole Time Director of the Company for a period of 3 (three) years with effect from 8th August, 2014 whose office shall not be liable to retire by rotation as recommended and approved by the Remuneration Committee and Audit Committee in their respective meetings held on 8th August, 2014 on the terms & conditions as mentioned in the Explanatory Statement annexed to the notice.

In accordance with the applicable provisions of the Companies Act, 2013 Mr. Dipeshbhai Ravjibhai Patel has Re-designated as a Regular Director of the Company instead of Whole Time Director w.e.f 8th August, 2014

3. Resignation of Directors

As per the provisions of section 168 of the Companies Act, 2013 Mr. Rameshkumar Patel, and Mr. Navinbhai Patel, Director(s) of the Company resigned from the services of the Company effective from 7th July, 2014. The Board places on record its appreciation for the Services rendered by Mr. Rameshkumar Patel, and Mr. Navinbhai Patel, to the Board and the Company.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) of Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors'' confirm:

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

II. That the directors have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year ended on 31st march, 2014

III. That the directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

IV. That the directors have prepared the annual accounts on a going concern basis.

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.

Reserve Bank of India (RBI) Guidelines

As a systematically important Non Deposit taking Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

CORPORATE GOVERNANCE REPORT

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company''s securities are listed. 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. A separate section on Corporate Governance along with a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s Jayesh B Patel & Co., Chartered Accountants retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to Section 224 (1B) of the Companies Act, 1956 and section 139(2) of the Companies Act, 2013. The explanation given in Auditor''s report and notes on accounts are self-explanatory and do not call for any comments.

LISTING AT BSE

The Company got In Principle Approval for Direct Listing and further trading approval from esteemed stock exchange of India. Trading of company''s equity shares are available in BSE, the Symbol of the Company is RLFL and the BSE Code of the Company is 538540.

PARTICULARS OF EMPLOYEES

None of the Employees of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 and corresponding section 197 of the Companies Act, 2013 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUT GO

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.

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.

For and on behalf of the Board

Place: Visnagar Date: 30th August, 2014 Pradip Jain Dipesh Patel (Whole Time Director) (Director)


Mar 31, 2013

Dear Members,

The Directors present this 20th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Financial Results

(in Rupees) Current Year Previous Year Particulars 2012-13 2011-12 Total Income 3,678,928 3,317,051

Profit before Finance Cost and Depreciation 1,404,583 1,022,622

Less : Finance Cost 0 0

Profit before Depreciation 1,404,583 1,022,622

Less : Depreciation 334,407 390,092

Profit/(Loss) before Tax 1,070,176 632,530

Provision for Tax

Current Tax 321,052 189,759

Deferred Tax 28,447 37,378

Tax For earlier Years 0 0

Balance of Profit/(Loss) for the year 720 577 405 393

Balance Brought forward from the Previous year 454,046 48,653

Amount available for appropriation 1,174,723 454,046

Proposed Dividend 0 0

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance Sheet 1,174,723 454046



OPERATIONS

The financial sector remains subdued during the financial year 2012-13 and therefore your company instead of taking risk for a small gain continued with existing operation without much changes. The annual GDP growth rates revised from 9% to 8% and now 5.6% where the last quarter shows growth rate of just 4.8%.The loss of growth momentum continued throughout the year 2012-13. The other important factor, inflation measured by the Wholesale Price Index which remained sticky at above 7.5% through first half of 2012-13, fell to 5.9% in March, 2013.

During the year company has earned net profit of Rs.7,20,677/- as compared to Rs.4,05,393/- in previous year. Your directors are taking various initiatives for overall better performance and optimistic for the years to come. The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

FUTURE OUTLOOK

Any major steps or initiatives on the part of operations of the company is based on factors like overall economic growth, interest rates and liquidity, stock market performance and volatility, growth of infrastructure and auto industries etc. The approach of the company till the date is cautious and traditional which is based on risk-management. However your Board is now focusing on various options as all courses of action are risky, so prudence is not in avoiding danger but calculating risk and acting decisively.

DIVIDEND

No dividend recommended by the Board of directors in view of limited profit.

DIRECTORATE

Shri Devendra Sinh Umat and Shri Mukesh Patel, Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-election.

Mr. Dipesh Patel was appointed as additional director of the company w.e.f. 1 August, 2013. His tenure of office expire at this Annual General Meeting and he is eligible to re-appoint as director liable to retire by rotation.

Mr. Dipesh patel who has been associated with the company as promoter and as employee for past five years. Mr. Dipesh Patel is law graduate, has done Bachelor of Business administration and Post Graduate diploma in Business Administration (equivalent to MBA). He is also pursuing professional course of Company Secretary and completed Executive Programme.

Mr. Pradip Jain who was appointed as additional director of the company at the last Board meeting and his tenure is going to expire at the ensuing Annual General Meeting is eligible for re-appointment. Mr. Pradip Jain''s appointment will be independent director make board more professional and competent. He is professional practitioner in the field of Sales Tax and Income Tax and vast knowledge in the field of capital market.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors'' confirm:

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

II. That the director''s have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year.

III. That the director''s have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

IV. That the director''s have prepared the annual accounts on a going concern basis.

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 REPORT

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company''s securities are listed. 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. A separate section on Corporate Governance along with a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s Jayesh B Patel & Co., Chartered Accountants retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224 (1B) of the Companies Act, 1956. The explanation given in Auditor''s report and notes on accounts are self explanatory and do not call for any comments.

NEW GUIDELINE FOR DIRECT LISTING AT BSE

The Bombay Stock Exchange has come out with liberalized guideline for direct listing at exchange for those Regional Stock Exchange Listed company having certain competency. Many times shareholders are approaching company with problem of ill-liquidity. With a view to avoid this major problem your company will take all necessary action to get company listed on the Bombay Stock Exchange. The necessary measures are being taken by your company to comply all mandatory requirements for direct listing.

PARTICULARS OF EMPLOYEES

None of the Employee''s of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

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.

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.



For and on behalf of the Board

Place : Visnagar Rameshkumar Patel Navin Patel Date : 31st July, 2013 (Chairman) (Executive Director)

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