To,
The Members,
Your Directors nave pleasure in presenting the 40th Annual Report of the Company along
with the Audited Financial Statements of "Classic Leasing & Finance Ltd."
(the Company") for the year ended on 31" March, 2023:
FINANCIAL HIGHLIGHTS
During the year under reviw, the performance of your Company is as under:
(Rs. in Hundreds)
Particulars |
Year ended 31st March 2023 |
Year ended 31st March 2022 |
Revenus from Operation |
16,063.94 |
4,303.50 |
Other Income |
16,592.78 |
22,325.52 |
Total Revenue |
32,656.72 |
26,629.02 |
Expenses |
31,445.40 |
25,775.29 |
Profit/( Loss) before Exceptional Items & Tax |
1,201.32 |
853.73 |
Exceptional Item |
- |
(779,963.70) |
Profit/(Loss) before Tax |
1,201.32 |
(779,109.97) |
Tax Expenses (Net) |
(2,706.00) |
780.28 |
Profit/(Loss) for the period |
3,907.32 |
(779,890.25) |
STATE OF COMPANYS AFFAIRS
The Company is primarily engaged in the business of leasing and financing activities.
During the year under review, the Company had earned total revenue of Rs. 31,44,540. The
net profit after tax of the Company stooc at Rs. 3,90,732 for the Financial Year ended
31st March, 2023.
There has been no change in the business of the Company during the financial year ended
31st March, 2023.
DIVIDEND
Your directors have not recommended any dividend during the year, as the company
proposes to reserve the profit for development and expansion activity in future.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor
Education and Protection Fund Authority (Accounting, Audit,Transfer and Refund) Rules,
2016 ("1EPF Rules") there
was no unclaimed/unpaid dividend, hence the company is not required to transfer any
amount to Investor Education and Protection Fund.
RESERVES
Your Directors do not propose to transfer any amount to Reserves.
SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31u March, 2023 was
Rs. 3,00,02.000/-. During the year under re.iew the Company has not issued any Shares,
Shares with Differential Rights, Convertible Warrant, Stock Options or Sweat Equity.
Further, the Company has not issued any Debenture, Bonds or Convertible Securities during
the financial year.
MANAGEMENT DISCUSSION AND ANALYSIS
The Companys business activ.ty primarily falls within a single business segment i.e.,
business of activities of leasing and finanemg. The analysis on the performance of the
industry, the Company, internal control systems, rek managemert are presented in the
Management Discussion and Analysis Report forming part of this report.
RISK MANAGEMENT POLICY
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. Considering the volume, size and business of the company no nrajor risks
have been identified by the Company. 1 lowever, measures have been formulated in the areas
such as business, financial, human, environment and statutory compliances.
MATERIAL CHANGES BETWEEN END OF FINANCIAL YEAR AND DATE OF BOARD REPORT
No material changes ani commitments, affecting the financial position of the company,
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNA ,S IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTU If.
No significant and material orders have been passed by the regulators or courts or
tribunals having impact on the going concern status and companys operations in future.
DETAILS OF SUBSIDIAKY/IOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any Subsid ary, Associate or Joint Venture Company as on 31-
March, 2023.
PUBLIC DEPOSITS
Your Company has not accepted/invited deposits from the public falling within the ambit
of Section 73 of the Companies Act, 2013 and The Ccmpanies (Acceptance of Deposits) Rules,
2014.
STATUTORY AUDITORS
In terms of the provision of Sectfan 139(8) of the Companies Act, 2013 read with the
rules framed thereunder, M/s. Agarwal Khetar & Co, Chartered Accountants (FRN:
330054E) was appointed as the Statutory Auditor of the Company for the Financial Year
2022-23 to fill the casual vacancy caused by the resignation of M/s. R. D-gar &
Associates., Chartered Accountants (FRN: 324912E). M/s. Agarwal Khetan & Co.,
Charterec Accountants (FRN: 330054E) will hold office up to the conclusion of 40th
Annual General Meeting (AGM).
The Board of Directors of the Conpany is proposing the appointment of M/s. Agarwal
Khetan & Co, Chartered Accountants (FRN: 33B054E) as the statutory auditors of the
Company for a period of 5 years, subject to approval of members at the ensuing AGM.
DFTAII.S OF FRAUD REPORTED BY THE AUDITORS
There is no fraud reported by the auditor in the Company during the financial year
ended 31" March, 2023.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Pe sonnel Rules, 2014, the Board of Directors have appointed
Ms. Twinkle Agarwal, Practicing Company Secretary, for conducting secretarial audit of the
company for the financial year 2022-23. The Secretarial Audit Report of tire Company is
annexed as " Annexure A".
MANAGEMENTS COMMENT ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER GIVEN IN AUDIT REPORTS
Independent Auditors Report
The Auditors Report for the Financial year ended March 31, 20233 on the Financial
statements of the Company forms part of the Annual Report. The said report was issued by
the Statutory Auditor with an unmodified opinion. The Qualification and other observations
by tire Auditor is self explanatory and does not require any comment.
Secretarial Audit Report:
The Company has complied wih mos: of the provisions of SEB1 (LODR) Regulations, 2015.
The Company will take necessary- steps to ensure timely compliances of all provisions of
the Companies Act, 2013 and SEBI Regulations, as applicable.
ANNUAL RETURN
The Annual Return of the Company as on 31" March, 2023 in Form MGT - 7 is in
accordance with Section 92(3) of the Act read witf the Companies (Management and
Administration) Rules, 2014 and will be available on the website of the Company at www.classicleasing.net.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Since there is no manufacturing activity carried out by the Company, the particulars
in respect of conservation of energy and technology absorption as required u/s 134(3)(m)
of the Companies Act, 2013 are not furnished During the year, there was no foreign
exchange outgo in terms of actual outflows and there was no foreign exchange earning in
terms of actual inflows.
REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES
The Company does not have any employes who is in receipt of remuneration as per the
provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment & Remuneration) Rules, 2014.
VIGIL MECHANISM / WHISTLE BLOW HR POLICY
The Company has adopted a Vi?l Mechanism/Whistle Blower Policy to provide a formal
mechanism to the Directors and employees to report tioir concerns about unethical
behavior, actual or suspected fraud or violation of the Companys Code of Conduct or
Ethics Policy. It aims to provide an avenue for employees through this poScy to raise
their concerns on any violation of legal or regulatory requirements, suspicious fraud
misfeasmee, misrepresentation of any financial statements and reports. It also provides
for cLiect access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle
Blower Policy is being made available on the Companys website www.classiclcasing.net.
NOMINATION AND REMUNERATION POLICY
The Board, has framed a Nomination and Remuneration Policy for selection, appointment
and remuneration of Directors and Key Managerial Personnel including criteria for
determining qualifications, positive attributes and independence of Directors. The policy
has been uploaded on the Companys website www.classicleasing.nft.
DIRECTORS AND KEY MANaGEKIAI PERSONNEL
During the year under review, the members of the Company appointed Mr. Prabir Ghosh
(DIN: G3483127) as the Non-Executve Independent Director of the Company for a period of 5
(five) consecutive years w.e.f. 14lh February, 2022 not liable to retire by
rotation.
Pursuant to Section 152 of the Companies Act, 2013, Mr. Chandra Shekhar Sony (DIN:
06431942), Managing Director, being liable to retire by rotation, retires from the Board
this year and, being eligible, has offered himself for le-appointmenL
The brief resume and other details relating to Mr. Chandra Shekhar Sony (DIN: 06431942)
who is proposed to be re-appointed, as req.ired to be disclosed under Regulation 36(3) of
SEBI (Listing Obligations and Disclosure Requiren ents) Regulations, 2015, is incorporated
in the annexure to the notice calling ensuing Annual Genera. Meeting.
Further, Ms. Nikita Parasrampuria, was appointed as the Company Secretary cum
Compliance Officer of the Company w.e.f. 1* February, 2023 and she subsequently resigned
from the Company on 31" May, 2023. In her place, the Boerrd appointed Mr. Joyjit Das
as the Company Secretary cum Compliance Officer of the Company w.e.f. 1" June, 2023.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 6 (Six) number of Board Meetings were held on 27,h May,
2022, 15,h July, 2022, IS"1 August, 2022,14,h
November, 2022,3 * January, 2023 and 14,h February, 2023 respectively.
The maximum interval between any two meetings did not exceed 120 days as prescribed
under the Companies Act, 2013.
The numbers of meetings attended by the Directors are as follows:
Name of the Directors |
No. of meeting attended / total meeting held during the Financial Year
2022-23 |
Mr. Prabir Ghosh |
5/6 |
Mr. Chandra Shekhar Sony |
3/6 |
Mrs. Minu Datta |
3/6 |
AUDIT COMMITTEE
The Company has duly constituted ie Audit Committee in terms of provisions of Companies
Act, 2013.
The Committee has met 6 (six) timts during the year on 27lh May, 2022,
13" August, 2022, 14,h October 2023,14,h November,
2022,31" January, 2023 and 14lh February, 2023 respectively.
ANNUAL EVALUATION BY THE BOARD
In compliance with the provisions of he Companies Act, 2013, the Board of Directors has
carried out an annual evaluation of its own performance, board committees and individual
directors.
The evaluation framework for assessig the performance of Directors comprises of the
followirg key areas:
• Attendance of Board Meeting;;
• Quality of contribution to Board deliberations;
• Strategic perspectives or inpmcs regarding future growth of Company and its
performance;
• Providing perspectives ard feedback going beyond information provided by the
management;
• Commitment to shareholder end other stakeholder interests.
The evaluation involves self-evaluation by the Board Members and subsequently
assessment by the Board of Directors. A member of the Board does not participate in the
discussion of his / her evaluation.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company being a Non-Banking Financial Company (NBFQ, the provisions of Sec ion 186
of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its
Power), Rules, 2014 are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
As there are no related parties transactions pursuant to sub-section (1) of Secticn 188
of the Companies Act, 2013, disclosure in Form AOC -2, is not required to be attached to
this report.
CORPORATE SOCIAL RESPONSIBILITY fCSR)
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable
to your company.
CORPORATE GOVERNANCE
The paid-up equity share capital of the Company is below Rs. 10 Crore and net worth is
below Rs. 25 Crore, hence, the provisions of Corporate Governance as per SEB1 (Listing
Obligations and Disclosure Requirement) Regulations, 2015 are not applicable to the
Company.
COMPLIANCE WITH SECRETARIAL STANDARDS (SS)
During the period under review, the Company has complied with the provisions of 5S-1
and SS-2 with respect to Meeting of Board of Directors and General Meetings respectively.
COST RECORDS
The maintenance of cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013 is not required by the Company.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The company is committed to provide a safe and secure work environment to the employees
and has in place a policy for prevention of sexual harassment of women in accordance with
the Act. As per the said policy, every woman employee is treated with dignity, respect,
equality. There is zero tolerance towards sexual harassment and invites serious
disciplinary action. The Company did not receive any complain during the year 2022-23. The
policy on prevention of sexual harassment at work place can be accessed in the companys
website at www.classiclcasinp.net.
DIRECTORS RESPONSIBILITY STATEMENT
Ir accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
Directors state that
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the directors had 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 financial year and of
the profit / loss of the company for that period;
c) the directors had 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 detjcting fraud and other irregularities;
d t the directors had prepared the annual accounts on a going concern basis;
e) 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; and
f) 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.
DECLARATION BY 1NDEPENDENT DIRECTORS
The Company has received requisite declarations from Independent Directors.
PARTICULARS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDFR INSOLVENCY
AND BANKRUPTCY CODE. 2016
There is no application made or any proceeding pending under Insolvency and Bankruptcy
Code, 201e during the year under revi?w.
ACKNOWLEDGEMENTS
The Board of Directors of your company wishes to express sincere gratitude for the
cooperation, s jpport and guidance provided from time to time by tine Government,
statutory auditors, business associates, consultants and loo< forward to their
continued co-operation in the years to come. The Directors of your Company place on record
the appreciation for the dedicated and sincere services rendered by tine employees at all
levels.
For and on behalf of the Board of Directors Classic Leasing & Finance Ltd.
I
DaN: 9th August, 2023 EU:e: Kolkata
Chandra Shekhar Sony |
Prabir Gnosn |
Managing Director |
Director |
DIN: 06431942 |
DIN: 03483127 |
+91-9892691696
