Ramchandra Leas. Director Discussions


To,

The Members,

RAMCHANDRA LEASING AND FINANCE LIMITED,

Vadodara.

Your directors have pleasure in presenting the 30th Annual Report on the Business and Operations of the Company and the Audited Financial Statement for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars

For the Year ended 31st March, 2023 For the Year ended 31st March, 2022
Revenue From Operations 47.23 51.30
Other Income - 0.060
Total Income 47.23 51.36
Total Expense 45.33 49.46
Profit before Finance Cost and Depreciation 1.90 1.90
Less: Finance Cost - -
Profit before Depreciation 1.90 1.90
Less: Depreciation 0.13 0.20
Profit/(Loss) before Tax 1.77 1.70
Provision for Tax
Current Tax 0.39 0.01
Deferred Tax - -
Tax for Earlier Year - -
Profit/(Loss) for the year 1.38 1.69

2. FINANCIAL PERFORMANCE AND OPERATIONAL REVIEW

Turnover of the Company has reduced to Rs. 47.23 Lakhs in the Current Year as compared to Rs. 51.36 Lakhs in the Previous Year.

The Profit before tax has increased to Rs. 1.77 Lakhs in the Current Year as compared to Rs. 1.70 Lakhs in the Previous Year.

The Net Profit after tax has reduced to Rs. 1.38 Lakhs/- in the Current Year as compared to Rs. 1.69 Lakhs in the Previous Year.

3. DIVIDEND

The Board of Directors ("Board") after assessing the performance, capital position, solvency and liquidity levels of the Company and in order to conserve the resources of Company, your directors do not recommend any dividend.

4. TRANSFER TO RESERVES

The Company had profits Rs. 1.38 Lakhs as at March 31, 2023. An amount of Rs. 1.38 Lakhs is proposed to be retained in the Profit & Loss Account.

5. CHANGE IN THE NATURE OF BUSINESS

During the financial year, there has been no change in the business of the Company or in the nature of business carried by the Company during the financial year under review.

6. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 5,50,00,000/-. The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March 2023, was Rs. 5,11,62,000/- comprising 5,11,62,000 Equity Shares of Rs.l/- each. There were no changes in the share capital during the year.

BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES:

No Bonus Shares were issued during the year under review^

EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which financial statement relate and the date of the Report

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31st March, 2023 your Company does not have any Subsidiary, Associate or Joint Venture Companies.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status or companys operation in future.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL List of Directors:

Name of Director

DIN

Designation

Pradeep Saremal Jain 03363790 Whole Time Director
Harsha Hitesh Bhanshali 08522254 Non-Executive Independent Director
Pramod Kumar Gadiya 02258245 Non-Executive Independent Director
Aniket Mukesh Sanghvi* 08957069 Non-Executive Independent Director

List of Kev Managerial Personnel:

Name

Designation

Urja Pradeep Jain Chief Financial Officer (CFO)
Rachna Jajoo** Company Secretary & Compliance Officer

*Mr. Aniket Mukesh Sanghavi has resigned from the Office of Director of the Company with effect from 30th May, 2023.

**Ms. Rachna Jajoo was appointed for the position of Company Secretary and Compliance Officer of the Company with effect from 01st December, 2022.

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the company, Mr. Pradeep Saremal Jain, Director retires by rotation at the ensuing Annual General Meeting and become eligible, offers herself for reappointment. The Board of Directors recommends her re-appointment which has been annexed to this report as "Annexure - I".

None of the Directors is disqualified for Appointment/ Re-Appointment under Section - 164 of the Companies Act, 2013. As required by the law, this position is also reflected in the Auditors Report

During the Financial year 2022-23 total 5 (Five) Board Meetings were held:

11. NUMBER OF THE MEETING OF THE BOARD OF DIRECTORS

Sr. No Date of Meeting Board Strength No. of Directors Present
1. 23/05/2023 4 4
2. 01/08/2023 4 4
3. 10/11/2023 4 4
4. 07/12/2023 4 4
5. 06/02/2023 4 4

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 / Companies Act, 2013

12. ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financial year ended 31st March, 2023 and at last AGM are as under:

No. of Board Meeting

Name of Director Category Held Attended Attendance at the last AGM held on 30/09/2022
Pradeep Saremal Jain Whole Time Director 5 5 Yes
Harsha Hitesh Bhanshali Non-Executive Independent Director 5 5 Yes
Pramod Kumar Gadiya Non-Executive Independent Director 5 5 Yes
Aniket Mukesh Sanghvi Non-Executive Independent Director 5 5 Yes

Attendance of Directors at the Committee Meetings held during the financial year ended 31st March, 2023:

Audit Committee Meeting

Nomination & Remuneration Committee Meeting

Stakeholder Relationship Committee Meeting

Name of Director Held Attended Held Attended Held Attended
Pradeep Saremal Jain 4 4 2 2 4 4
Harsha Hitesh Bhanshali 4 4 2 2 4 4
Pramod Kumar Gadiya 4 4 2 2 4 4

13. COMMITTEES

Your Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with rules framed thereunder viz.:

Audit Committee:

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the CompaniesAct, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the terms of

reference to the Audit Committee. The Committee inter alia reviews the Internal Control System, Scope of Internal Audits, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and

Compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board of Directors. The Composition of Audit Committee is as under:

Name of Director Designation Position on the Committee
Harsha Hitesh Bhanshali Non-Executive Independent Director Chairman
Pradeep Saremal Jain Whole Time Director Member
Pramod Kumar Gadiya Non-Executive Independent Director Member

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year

? Nomination and Remuneration Committee:

A Nomination & Remuneration policy has been formulated pursuant to the provisions of section 178 and other applicable provisions of the companies act, 2013 and rules thereto and SEBI LODR stating therein the Companys policy and Directors/Key Managerial Personnel/other Employees appointment and remuneration recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred on Companys Website. The Composition of Nomination & Remuneration Committee is as under:

Name of Director Designation Position on the Committee
Pramod Kumar Gadiya Non-Executive Independent Director Chairman
Pradeep Saremal Jain Whole Time Director Member
Harsha Hitesh Bhanshali Non-Executive Independent Director Member

The Board accepted the recommendations of the Nomination and Remuneration Committee whenever made by the Committee during the year

Stakeholders Relationship Committee:

Stakeholders Relationship Committee ensures quick redressal of the complaints of the stakeholders and oversees the process of the share transfer. The Committee also monitors redressal of Shareholders. In addition, the committee also monitors other issues including status of Dematerialization/ Rematerialization of shares issued by the company. The Composition of Stakeholder Relationship Committee is as under:

Name of Director Designation Position on the Committee
Pradeep Saremal Jain Whole Time Director Chairman
Harsha Hitesh Bhanshali Non-Executive Independent Director Member
Pramod Kumar Gadiya Non-Executive Independent Director Member

The Board accepted the recommendations of the Stakeholder Relationship Committee whenever made by the Committee during the year.

14. EVALUATION OF DIRECTORS. BOARD AND COMMITTEES

The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation. The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the Evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness 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 the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman. The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors, etc.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the board has adopted a policy for appointment and remuneration and other related matters for Directors, Key Managerial Personnel and senior management personnel.

The criteria for appointment of Board of Directors and Remuneration Policy of your Company are placed on the website of the Company https://www.ramchandrafinance.in.

16. DECLARATION ON INDEPENDENCE OF DIRECTORS

All Independent Directors have given declaration of compliance of Rule - 6(1) & (2) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended along with the declaration that they meet the Criteria of Independence as laid down under Section - 149(6) of the Companies Act, 2013.

The Company convened Independent Directors Separate Meeting in terms of Schedule - IV to the Companies Act, 2013 on 09th February, 2023.

17. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (LODR) Regulations 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

18. PARTICULARS OF EMPLOYEES

Pursuant to Rule - 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees of the Company was in receipt of the remuneration during the financial year 2022-2023.

The statement of particulars of Appointment and Remuneration of managerial personnel pursuant to Section - 197(12) of the Companies Act, 2013 read with Rule - 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure - II"

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. 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, 2023 of the profit and loss account of the company for that period.

c. 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.

d. The Directors have 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.

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.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of Internal Controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly. An extensive programme of Internal Audits and Management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose.

The Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. The Company has in placed adequate Internal Financial Controls with reference to Financial Statements.

In accordance with Rule - 8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the Financial Statements.

21. PUBLIC DEPOSITS

The Company has not accepted any Public Deposits within the meaning of Section - 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and there are no outstanding deposits which are pending for repayment

22. LOAN FROM DIRECTOR:

During the financial year under review, the Company has not borrowed any amount from the Directors or their relative.

Accordingly, the following amount(s) is /are excluded from the definition of Deposit as per Rule 2(l)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:

Name of Person giving loan Whether Director or Directors Relative? Amount borrowed
- - -

23. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Any Loans made, Guarantees given or investments made by Non-banking Financial Companies as per section 186 of the Companies Act, 2013 is the ordinary course of action and exempted from disclosure in the Annual Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no materially significant transactions with related parties i.e., promoters, Directors or the Management, their subsidiaries or relatives conflicting with the Companys interest. There is no transaction took place with related party which are considered to be not in the normal course of Business.

The disclosure of Related Party Transactions as required under Section - 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is given in "Annexure - III" of this Report.

The details of transactions with Related Parties are also provided in the Companys Financial Statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Companys website https://www.ramchandrafinance.in.

25. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars regarding foreign exchange earnings and expenditure is NIL. During the year under review your company has following Foreign Exchange Earnings and Outgo:

FY 2022-23 FY 2021-22
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo Nil Nil

26. RISK MANAGEMENT POLICY IMPLEMENTATION

The board takes responsibility for the overall process of risk management in the organization. Risk Management is the process of minimizing mitigating the risk. Its start with identification and evaluation of risk. The Company has followed strict approach to deal with possibility of any risk in the finance business. To Control the Operational risk Company has taken several measures and applied strict credit strategies. Through a detailed risk management program, each functional head addresses opportunities and the attendant risks through a systematic approach aligned to the Companys objectives. The audit committee also reviews reports covering operational, financial and other business risk areas

27. VIGIL MECHANISM

As per Section 177(9) and (10) of the Act and Regulation 22(1) of LODR, the Company has established Vigil Mechanism for Directors and employees to report genuine concerns. Vigil Mechanism also provides adequate safeguard against victimization of director(s) or employee(s) and also provides for direct access to the chairperson of the Audit Committee in appropriate and exceptional cases.

28. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall in the ambit of limit as specified in Section 135 of the Companies Act, 2013, read with Rule framed there under in respect of Corporate Social Responsibility.

29. STATUTORY AUDITOR AND STATUTORY AUDITORS REPORT

Pursuant to the provisions of Section - 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. J. Singh & Associates, Chartered Accountant (Firm Registration No.: 110266W) were appointed as the Statutory Auditors of the Company in the Annual General Meeting of the Company held on 30th September, 2022 for term of five consecutive years to hold office till the conclusion of the 6th Annual General Meeting of the Company held thereafter.

The Auditors Report on Standalone Financial Statements for the financial year 2022-2023, issued by M/s. J. Singh & Associates, Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation or adverse remark.

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company as per Section 142(12) of the Companies Act, 2013.

30. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section - 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company appointed M/s. Nuren Lodaya & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2022-2023.

There are three qualifications, reservations, adverse remark or disclaimer in the Secretarial Audit Report, i.e.

• Non-Compliance of Regulation 46 of SEBI (LODR) Regulations, 2015. The Company is having Functional website however due to technical issues Not all information mentioned under Regulation 46 of SEBI (LODR) Regulations 2015 is being displayed. The Company is having Physical records of the Policies.

Management Response: Due to technical difficulties, the website of the company was non-operational due to which it couldnt upload data on the website on time as prescribed under Regulation 46 of SEBI (LODR)Regulations, 2015.

• The company has filed CIC Reporting with Delay for F.Y. 2022-23 due to technical issues. Flowever, the Company is in process to rectify the technical issues for the same.

Management Response: The Companys login credentials were locked and due to delayed in unblocking the login credentials, the Company, inadvertently and without any malafide intention failed to file the CIC report within the situated time.

During the year under review, no instances of fraud were reported by the Secretarial Auditors of the Company.

31. INTERNAL AUDITOR

The Company had appointed M/s. FI M Savla & Co, Chartered Accountant as an Internal Auditor of the Company.

32. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSn

Pursuant to the approval by the Central Government on the Secretarial Standards issued by The Institute of Company Secretaries of India ("ICSI") on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company follows the Secretarial Standards.

33. ANNUAL RETURN

Pursuant to provisions of Section 134(3) and Section 92(3) of the Act, the Draft Annual Return of the Company for the Financial Year ended March 31, 2023 is uploaded on website of the Company at www.ramchandrafinance.in/annual-return

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation - 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report as "Annexure - IV".

35. CODE FOR PREVENTION OF INSIDER TRADING

During the year, Company has amended the Code of Conduct for Prevention of Insider Trading in Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018, which is effective from 01st April, 2019. The amended Code is uploaded on the website of the Company. The objective of the Code is to protect the interest of shareholders at large, to prevent misuse of any Unpublished Price Sensitive Information (UPSI) and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Persons and Employees.

36. CORPORATE GOVERNANCE

As per SEBI LODR, Compliance with the provisions of Regulation 17 through 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and para-C, D and E of Schedule V is not mandatory for the time being, in respect of the following class of Companies:

Companies having paid up Share Capital not exceeding Rs.10 crore and net worth not exceeding Rs. 25 crores,as on the last day of the previous financial year;

A. The listed entity which has listed its specified securities on the SME Exchange;

As our Company falls in the ambit of the aforesaid exemption; consequently, Corporate Governance Report does not form part of the Annual Report for the Financial Year 2022-23. However, the Company Complies and follows best Corporate Governance Norms and Standards.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL^ ACT. 2013

The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has provided a safe and dignified work environment for employee which is free of discrimination. The objective of this Policy is to provide Protection against Sexual Harassment of Women at Workplace and for Redressal of any such complaints of harassment.

Pursuant to requirements of Section - 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, it is hereby declared that the Company has not received any complaint of sexual harassment during the year under review.

38. INSIDER TRADING CODE

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code) which are in force. The Fair Disclosure Code is available on the website of the Company at https://www.ramchandrafinance.in.

39. LISTING OF SECURITIES

The Companys Securities are currently listed and traded on Bombay Stock Exchange Limited and Listing Fees for Financial Year 2022-23 has been duly paid. The Scrip Code of Company is: 538540 and Symbol of the Company is: RLFL.

40. DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

41. RESERVE BANK OF INDIA (RBI) GUIDELINES

As 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.

42. CAUTIONARY STATEMENT

Statements in Annual Report, including those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable Laws and Regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

43. ACKNOWLEDGMENT

Your directors would like to express their appreciation for the assistance and co-operation received from the Companys Customers, Vendors, Bankers, Auditors, Investors, Government Authorities and Stock Exchange during the year under review. Your directors place on records their appreciation of the contributions made by employee at all levels. Your Companys consistent growth was made possible by their hard work, solidarity, cooperation and support

By order of Board of Director

For Ramchandra Leasing and Finance Limited

Sd/- Sd/-
Pradeep Saremal Jain Harsha Hitesh Bhanshali
Place: Vadodara Director Director
Date: 31/08/2023 DIN: 03363790 DIN: 08522254