DIRECTORS' REPORT 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. 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. 14 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: 15 (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 transactions with related parties i.e., promoters, Directors or the Management, their subsidiaries or relatives conflicting with the Company's interest. There are no transaction took plcourse of Business. 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 repayment. 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,to ensure commensurate returns. the need for safety of funds deployed and the need • 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. for Ramchandra Leasing & Finance Limited Pradip Jain (Whole Time Director) Registered Office: 7, 2nd Floor, Gayatri Complex, Station Road, Visnagar - 384315 Date: 13th August, 2015 |