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  • Company Info.

    Superior Finlease Ltd.

    Management Team



    Market Cap.(`) 4.77 Cr. P/BV 1.24 Book Value (`) 1.28
    52 Week High/Low ( ` ) 2/1 FV/ML 1/1 P/E(X) 78.33
    Book Closure 30/09/2024 EPS (`) 0.02 Div Yield (%) 0.00
    You can view Board of Directors and Key Executives of the company.

    Board of Directors
    Sr.No.NameDesignation
    1 Mr. Rajneesh KumarDirector
    2 Mr. Ravi Kant SharmaDirector

    Key Executives
    Sr.No.NameDesignation
    1 Ms. Shashank MathurCo. Secretary & Compl. Officer
    2 Mr. Mohd HishamuddinChief Executive Officer
    3 Mr. Krishan Gopal SharmaChief Financial Officer
  • Superior Finlease Ltd.

    Directors Report



    Market Cap.(`) 4.77 Cr. P/BV 1.24 Book Value (`) 1.28
    52 Week High/Low ( ` ) 2/1 FV/ML 1/1 P/E(X) 78.33
    Book Closure 30/09/2024 EPS (`) 0.02 Div Yield (%) 0.00
    You can view full text of the latest Director's Report for the company.
    Year End :2024-03

    Your Directors are pleased to present to you the Annual Report of Board of Directors (“Board”) on
    the business and operations of your Company along with its Audited Financial Statements for the
    Financial Year ended 31st March 2024.

    CORPORATE OVERVIEW

    The Company is a Non-Deposit Accepting Non-Banking Finance Company (“NBFC”), holding a
    Certificate of Registration from the Reserve Bank of India (“RBI”) and listed its equity in Bombay
    Stock Exchange and Metropolitan Stock Exchange of India Limited. With the expected positive
    momentum in the Indian economy, the Company is focused on growth and achieving profitability
    along with a renewed commitment to enhance quality and customer service and to reduce costs.
    Innovations, investment and positive modifications are expected in the near future, boosting the
    Company's revenues. Together with forward looking strategy, the Company is also focusing
    extensively on expanding the business and operational improvements through various strategic
    projects for operational excellence and cost cutting initiatives.

    FINANCIAL PERFORMANCE

    The financial performance of the Company for period under review is summarized below:

    (Amount in Rs Lacs)

    Particulars

    Financial Year ended
    31st March, 2024

    Financial Year ended
    31st March, 2023

    Income from operations

    93.73

    112.17

    Other Income

    30.16

    111.64

    Total Income

    123.89

    223.81

    Total Expenditure

    115.32

    178.73

    Profit/(loss) before tax

    8.57

    45.08

    Less : Provision for taxation

    (i) Current Year

    (2.23)

    (11.72)

    (ii) Deferred Tax

    (0.23)

    0

    Profit/(loss) of the Year

    6.11

    33.36

    Earnings per share (Basic)

    0.02

    0.11

    Earnings per share (Diluted)

    0.02

    0.11

    STATE OF COMPANY'S AFFAIR AND OPERATIONAL HIGHLIGHTS

    During the year under review, the gross revenue from operations of your Company for the year
    ended 31st March, 2024 stood at Rs. 123.89 lacs as compared to revenue generated of Rs. 223.81
    lacs for the year ended 31st March, 2023. Further, the EBITDA of the Company for the year ended
    31st March, 2024 stood at Rs. 8.57 lacs as compared to Rs. 45.08 lacs for the previous year ended
    31st March, 2023.

    The Profit before tax for the year ended 31st March, 2024 stood at Rs. 8.57 lacs as compared to
    profit of Rs. 45.08 lacs for the year ended 31st March, 2023. The Profit after Tax stood at Rs. 6.11
    lacs for the year ending 31st March, 2024 as compared to profit of Rs. 33.36 lacs for the previous
    year ended 31st March, 2023.

    SHARE CAPITAL

    During the period under review, the authorized share capital of the Company stood at Rs.
    3,50,00,000 divided into 3,50,00,000 equity shares of Rs. 1 each and issued, subscribed and paid-up
    capital of the Company stood at Rs. 3,00,10,000 as at 31st March, 2024.

    There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The
    Company has not issued shares with differential voting rights, sweat equity shares nor has it
    granted any stock options.

    However, during the Financial Year 2021-2022, The Company has subdivided the Equity Shares
    such that Company's One (1) Equity Share having Face Value of Rs. 10/- (Rupees Ten Only) is sub¬
    divided into Ten (10) Equity Shares having Face Value of Rs. 1/- (Rupees One Only) each fully paid-
    up.

    TRANSFER TO RESERVES

    The Company has transferred a reserve of Rs. 1.22 lacs as required under Section 45-IC of RBI Act,
    1934 to the Statutory Reserve. Other than this, the Company did not transfer any amount to reserve
    for the Financial Year ended 31st March, 2024.

    DIVIDEND

    In view of need to conserve the resources of the Company for the future growth, your Company's
    Directors do not recommend any dividend to the shareholders of the Company for the Financial
    Year 2023-24.

    MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
    COMPANY

    In the opinion of the Board, there has been no material changes and commitments, if any, affecting
    the financial position of the Company which have occurred between the end of the financial year of
    the Company to which the financial statements relate and the date of the report.

    CAPITAL PROJECTS

    The Company was not working on any kind of capital projects for the financial year 2023-24

    DEPOSITS

    During the period Company has not invited or accepted or renewed any fixed deposits from public
    as mandated under Section 73 of the Companies Act, 2013 (“the Act”) read with Companies
    (Acceptance of Deposits) Rules, 2014.

    DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

    As on 31st March, 2024, The Company does not have any Subsidiary or Joint Ventures and Associate
    Company.

    NUMBER OF MEETINGS OF BOARD OF DIRCETORS

    The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors.
    During the year under review, 5 (Five) Board meetings were held on 29th May, 2023;11th August,
    2023; 10th November, 2023; 12th February, 2024 and 28th March, 2024.

    Name of the Director

    No. of meetings attended

    Mr. Rajneesh Kumar

    5

    Mr. Ravi Kant Sharma

    5

    Ms. Vineeta Loomba*

    5

    Mr. Gaurav Vashist1

    4

    Mr. Vaibhav Vashist2

    -

    1 Resigned w.e.f 13.03.2024

    2 Appointed w.e.f 28.03.2024

    *Mrs Vineeta Loomba has resigned from the Board w.e.f. 05, April, 2024

    The necessary quorum was present in all the meetings. The intervening gap between any two
    meetings was not more than one hundred and twenty days as prescribed by the Companies Act,
    2013.

    DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

    S. NO.

    Name

    Designation

    Date of Appointment
    /Cessation

    Reason

    1.

    Mr. Gaurav
    Vashist*

    Non- Executive

    Independent

    Director

    13, March 2024

    Cessation

    2.

    Ms. Pragati
    Agrawal

    Company Secretary
    & Compliance
    officer

    10, December, 2023

    Cessation

    3.

    Mr. Shashank
    Mathur

    Company Secretary
    & Compliance
    officer

    12, February, 2024

    Appointment

    DECLARATION BY INDEPENDENT DIRECTORS

    All Independent Directors have given declarations that they meet the criteria of independence as
    laid down under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the
    Listing regulations.

    During the year the separate meeting of the Independent Directors were held in accordance with
    the applicable provisions of Companies Act, 2013 without the attendance of non-independent
    directors and members of the Management, inter alia, to discuss the following:

    • Reviewed the performance of Non-Independent Directors and the Board as a whole;

    • Reviewed the performance of the Chairman of the Company, taking in to account the views
    of the Executive and Non-Executive Directors; and

    • Assessed the quality, quantity and timeliness of flow of information between the Company
    management and the Board that is necessary for the Board to effectively and reasonably
    perform its duties

    DIRECTORS' RESPONSIBILITY STATEMENT

    To the best of our knowledge and belief and according to the information and explanation obtained
    by us, your Directors make the following statements in terms of provisions of Section 134 (5) of the
    Companies Act, 2013, and hereby confirm that:

    (a) In the preparation of the annual accounts, the applicable accounting standards have been
    followed along with proper explanation 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 financial year and of the profit and loss 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, have 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 have devised proper systems to ensure compliance with the provisions of all
    applicable laws and that such systems were adequate and operating effectively.

    AUDITORS AND AUDITOR'S REPORT

    STATUTORY AUDITORS

    The provision of section 139 of the Companies Act, 2013 requires that the statutory auditor may be
    appointed by the shareholders for a period of 5 (five) consecutive years. Accordingly, M/s. R. C.
    Agarwal & Co., (FRN: 003175N), Chartered Accountants were appointed as Statutory Auditors of
    the Company for the term of five years from the Annual General Meeting (AGM) held on 29th
    September, 2021.

    The Audit Report as provided by the Statutory Auditors does not contain any qualification,
    reservation or adverse remark or disclaimer.

    During the year under review, there were no frauds reported by the auditors to the Audit
    Committee or the Board under section 143(12) of the Companies Act, 2013.

    COST AUDIT

    As per the Cost Audit Orders, Cost Audit is not applicable to the Company's for the Financial Year
    2023-24

    SECRETARIAL AUDIT

    Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment
    and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held
    on 06th September, 2024 have appointed M/s Ranjan Jha & Associates, Practicing Company
    Secretaries as Secretarial Auditor to undertake the Secretarial Audit of the Company for the
    Financial Year 2023-2024.

    The Secretarial Audit Report in prescribed Form MR-3 for the financial year ended 31st March, 2024
    is appended as Annexure-1 to this Report. The Secretarial Audit Report does not contain any
    qualification, reservation or adverse remark.

    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

    Management Discussion and Analysis Report, highlighting the performance and prospects of the
    Company's business, forms part of the Annual Report.

    CORPORATE GOVERNANCE

    As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements)
    Regulations, 2015, the Compliance with the corporate governance provisions as specified in
    Regulations 17, [17A,] 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27and clauses (b) to (i) and (t) of sub
    regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the following
    class of companies:

    The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not
    exceeding Rs.25 Crores, as on the last day of the previous financial year;

    The Listed Entity which has listed its specified securities on the SME Exchange.

    The members may please note that the Company is neither listed on the SME Exchange nor its paid-
    up share capital and net-worth exceeds the threshold limits as mentioned above, therefore is
    exempted from provisions of corporate governance as stated in Regulation 15 of the Securities and
    Exchange Board of India (LODR) Regulation, 2015.

    BOARD EVALUATION

    Pursuant to the provisions of the Section 134, 178 and Sch. IV of the Companies Act, 2013, the
    following performance evaluations were carried out;

    a. Performance evaluation of the Board, Chairman and non-Independent Directors by the
    Independent Directors;

    b. Performance evaluation of the Board, its committees and Independent Directors by the Board of
    Directors; and

    c. Performance evaluation of every director by the Nomination and Remuneration Committee.
    COMMITTEES OF THE BOARD OF DIRECTORS

    The Board Committees play a crucial role in the governance structure of the Company and have
    been constituted to deal with specific areas related to the Company that need a closer review. The
    Board Committees are set up under the formal approval of the Board to carry out clearly defined
    roles which are considered as a part of good governance practice and the Board has constituted the
    following Committees and each Committee has their terms of reference as a Charter. The Company
    has constituted the various Committees in compliance with the applicable provisions of Companies
    Act, 2013. The Chairman of each committee along with the other Members of the Committee and if
    required other Members of the Board, decide the agenda, frequency and the duration of each
    meeting of that Committee. Currently, the Board has at the end of the year three committees:

    I. Audit Committee

    II. Nomination and Remuneration Committee

    III. Stakeholders' Relationship Committee

    AUDIT COMMITTEE

    The Audit Committee is, inter alia, entrusted with the responsibilities to monitor the financial
    reporting, audit process, determine the adequacy of internal controls, evaluate and approve
    transactions with related parties, disclosure of financial information and recommendation of the
    appointment of Statutory Auditors.

    During the financial year under review, the committee met Five (5) times on 29th May, 2023, 11th
    August, 2023; 31st August, 2023, 10th, November, 2023; 12th February respectively and all the
    recommendations of the audit committee were accepted by the Board. The composition and
    attendance of the members at the meeting are as follows:

    S. No

    Name of Director

    Designation

    No of meeting
    held

    No of meeting
    attended

    1.

    Mr. Ravikant Sharma

    Chairperson

    5

    5

    2.

    Ms. Vineeta Loomba

    Member

    5

    5

    3.

    Mr. Gaurav Vashist

    Member

    5

    5

    NOMINATION AND REMUNERATION COMMITTEE

    The Nomination and Remuneration Committee broadly plays a dual role for determining the
    composition of the Board based on need and requirements of the Company from time to time and
    determines the overall compensation framework and policy for Directors, Senior Management and
    Employees. The Committee further reviews that the human resource practices of the Company are
    effective in maintaining and retaining a competent workforce.

    During the financial year under review, the committee met 2 (Two) times on 15th May, 2023, and
    31st August, 2023 respectively and all the recommendations of the Committee were accepted by the
    Board. The composition and attendance of the Members at the meetings are as follows:

    S. No

    Name of Director

    Designation

    No of meeting
    held

    No of meeting
    attended

    1.

    Mr. Ravikant Sharma

    Chairperson

    2

    2

    2.

    Ms. Vineeta Loomba

    Member

    2

    2

    3.

    Mr. Gaurav Vashist

    Member

    2

    2

    STAKEHOLDER RELATIONSHIP COMMITTEE

    The Stakeholders Relationship Committee was duly reconstituted during the year to give effect to
    the changes in the Board Composition. The composition of reconstituted Stakeholders Relationship
    Committee is mentioned below.

    During the financial year under review, the committee met 4 (Four) times on 20th May 2023, 31st
    August 2023, 10th November, 2023 and 12th February, 2024. respectively and all the
    recommendations of the Audit Committee were accepted by the Board. The composition and
    attendance of the Members at the meetings are as follows:

    S. No

    Name of Director

    Designation

    No of meeting
    held

    No of meeting
    attended

    1.

    Mr. Gaurav Vashist

    Chairperson

    4

    4

    2.

    Ms. Vineeta Loomba

    Member

    4

    4

    3.

    Mr. Ravikant Sharma

    Member

    4

    4

    RELATED PARTY TRANSACTION

    Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with the rules made
    there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
    Company had not entered into any contract/arrangement/transaction with related parties which
    could be considered material. There are no materially significant related party transactions made
    by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons
    which may have a potential conflict with the interest of the Company at large. Accordingly,
    particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
    Companies Act, 2013 in Form AOC-2 is not applicable.

    ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
    STATEMENTS

    The Company has adequate systems of internal control in place, which is commensurate with its
    size and the nature of its operations. The Company has designed and put in place adequate
    Standard Operating Procedures and Limits of Authority Manuals for conduct of its business,
    including adherence to Company's policies, safeguarding its assets, prevention and detection of
    fraud and errors, accuracy and completeness of accounting records and timely preparation of
    reliable financial information.

    The Company's management is responsible for establishing and maintaining internal financial
    controls based on the internal control over financial reporting criteria established by the Company
    considering the essential components of internal control stated in the Guidance Note on Audit of

    Internal Financial Controls over Financial Reporting issued by the Institute of Chartered
    Accountants of India (ICAI). These responsibilities include the design, implementation and
    maintenance of adequate internal financial controls that were operating effectively for ensuring the
    orderly and efficient conduct of its business, including adherence to company's policies, the
    safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
    completeness of the accounting records, and the timely preparation of reliable financial
    information, as required under the Act. The Audit Committee reviews the internal audit plans,
    adequacy and effectiveness of the Internal Control System, significant audit observations and
    monitors the sustainability of remedial measures.

    DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
    COURTS

    There are no significant material orders passed by the courts/regulators or tribunals impacting the
    going concern status and company's operations in future.

    However, Hon'ble Securities Appelate Tribunal has passed an order against the Director, Mr.
    Rajneesh Kumar, imposing a penalty of Rs 5,00,00,000 ( Rupes Five Crore) among others totaling Rs
    11.90 Crore of fine on 19 entities in the matter of “Pump & Dump of Superior Finlease Shares”.

    Members are hereby informed that the review of the above said matter is under consideration with
    Hon'ble tribunal (SAT).

    CORPORATE SOCIAL RESPONSIBILITY f'CSR')

    Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the rules made there
    under, the criteria for companying with the CSR activity does not applicable to the Company
    throughout the year.

    CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS
    AND OUTGO

    A. CONSERVATION OF ENERGY

    Company has limited scope for undertaking energy conservation exercises, but nevertheless
    continues to emphasize work practices that result in conservation of energy. At the offices of your
    Company, special emphasis is placed on installation of energy-efficient lighting devices, use of
    natural light as best as possible, and adoption of effective procedures for conservation of electricity,
    water, paper and other materials that consume natural resources.

    B. TECHNOLOGY ABSORPTION

    Company did not absorb any new T echnology during the financial year.

    C. FOREIGN EXCHANGE AND OUTGO

    There was no foreign exchange inflow or Outflow during the year under review
    VIGIL MECHANISM/WHISTLE BLOWERPOLICY

    The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013 has
    established a vigil mechanism for directors and employees to report genuine concerns to the
    management viz. instances of unethical behaviour, actual or suspected, fraud or violation of the
    Company's Code of Conduct or Ethics Policy. The Company has also formulated a Whistle Blower
    Policy (“Policy”) which provides for adequate safeguard against victimization of persons and has a
    provision for direct access to the Chairperson of the Audit Committee. The Company has not denied
    any person from having access to the Chairman of the Audit Committee. The details of the Whistle
    Blower policy are also available on the website of the Company
    http://www.superiorfinlease.com/investors/

    EXTRACT OF THE ANNUAL RETURN

    Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of
    the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7)
    for the financial year ended 31st March 2024, is available on the Company's website and can be
    accessed at
    http://www.superiorfinlease.com/investors/.

    SECRETARIAL STANDARDS

    The Company has complied with the applicable provisions of the Secretarial Standards issued by
    the Institute of Companies Secretaries of India.

    PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

    Pursuant to Section 186 of the Companies Act, 2013 (the 'Act') read with Rule 11(2) of the
    Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or
    security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC)
    registered with Reserve Bank of India are exempt from the applicability of provisions of Section
    186 of the Act. The details of Loans, Corporate Guarantees and Investments made during the year
    under the provisions of Section 186 of the Companies Act, 2013 are given in notes to the financial
    statements.

    PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

    The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of
    the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
    below:

    i) The ratio of the remuneration of each Director to the median remuneration of the
    employees of the company for the financial year: Not Applicable, as there is no remuneration
    paid to the director during the reporting period.

    ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief
    Executive Officer, Company Secretary or Manager, if any, in the financial year: Not Applicable;
    there is no change in the remuneration of employees of the Company during the financial year
    under review.

    iii) The percentage increase in the median remuneration of employees in the financial year:

    Not Applicable; there is no change in the remuneration of employees of the Company during the
    financial year under review.

    iv) The number of permanent employees on the rolls of company: 4

    v) Average percentile increase already made in the salaries of employees other than the managerial
    personnel in the last financial year and its comparison with the percentile increase in the
    managerial remuneration and justification thereof and point out if there are any exceptional
    circumstances for increase in the managerial remuneration: Nil

    vi) The key parameters for any variable component of remuneration availed by the directors: Nil

    vii) Affirmation that the remuneration is as per the remuneration policy of the company: It is
    hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of
    the Company.

    NOMINATION & REMUNERATION POLICY AND DISCLOSURES ON REMUNERATION

    The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
    policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and
    employees in the Senior Management. In accordance with the provisions of Section 178 of the Act,
    the Board of Directors has adopted a Policy on Board Diversity and Director Attributes and the
    Remuneration Policy. The Policy on Board Diversity and Director Attributes has been framed to
    encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board.
    The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is
    aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The
    Policy aims to ensure that the level and composition of the remuneration of the Directors, Key
    Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and
    motivate them to successfully run the Company.

    RISK MANAGEMENT POLICY

    Risk Management Policy identifies, communicate and manage risks across the organization. The
    policy also ensures that responsibilities have been appropriately delegated for risk management.
    Key Risk and mitigation measures are provided in the 'Management Discussion and Analysis
    Report' as appended to this Annual Report.

    DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
    (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

    As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention,
    Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints
    Committee for redressal of complaints against sexual harassment.

    Further, the Company has always provided a congenial atmosphere for work to all the employees
    that is free from discrimination and harassment including sexual harassment. There were no
    complaints/cases filed/pending with the Company during the year.

    UNPAID AND UNCLAIMED DIVIDEND

    As per the provision of section 124(1) of the Act, any money transferred to the Unpaid Dividend
    Account of a company which remains unpaid or unclaimed for a period of 7 (seven) years from the
    date of such transfer shall be transferred by the company along with interest accrued, if any,
    thereon to the Investor Education and Protection Fund established in accordance with section
    125(1).

    The members may please be informed that the Company has not declared any dividend in last
    years. Accordingly, there were no funds which were required to be transferred to Investor
    Education and Protection fund.

    FRAUD REPORTING

    There was no fraud disclosed during the Financial Year ended 31st March, 2024.

    LISTING OF EQUITY SHARES

    The 3,00,10,000 equity shares of Rs. 1/- each of the Company are listed on BSE Limited and
    Metropolitan Stock Exchange of India Limited. The Annual Listing Fees for the Financial Year 2024¬
    25 has been submitted to the Stock Exchanges.

    HEALTH, ENVIRONMENT AND SAFETY

    The Company conducts various promotional activities related to Safety, Health & Environment
    during National safety week, Road safety week & Fire service day. Quiz & poster contest, live
    demonstration of firefighting techniques, domestic & household safety for the students of
    neighbouring schools, employees children and people residing in surrounding community are taken
    up during those days.

    As part of the safety performances following parameters were considered:

    • Health & Safety Management systems

    • Workers participation in Health & Safety

    • Health & Safety Training

    • Work Permit, tag out & lockout systems

    • Internal & External Safety auditing, review process

    • Promotion of safety & health at workplace

    • Community awareness programs

    • Safety of the contract workers

    HUMAN RESOURCE AND INDUSTRIAL RELATIONS

    Cordial and conducive working conditions prevailed amongst the Company employees and the
    contract vendors.

    COMPLIANCES

    The Company has complied and continues to comply with all the applicable regulations, circulars
    and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Reserve Bank
    of India (RBI), Securities and Exchange Board of India (SEBI) and other statutory authority.

    RBI GUIDELINES

    As a 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.

    EMPLOYEES' STOCK OPTION SCHEME

    During the year under review, your Company has not provided any Stock Option Scheme to the
    employees.

    RIGHTS ISSUE OF SHARES

    During the year under review, no Right Issue was made in the financial year 2023-24.

    PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
    MANAGERIAL PERSONNEL) RULES, 2014

    None of the employees' remuneration exceeds the limit specified.

    GREEN INITIATIVES

    Electronic copies of the Annual Report for the FY 2023-24 and the Notice of the AGM were sent to
    all the members whose email addresses are registered with the Company / Depository Participants.
    Members whose Email addresses are not registered can send their request to company directly or
    may assess the Notice of the Annual General Meeting and the Annual Report for the year 2023-24
    from the Company's website http://www.superiorfinlease.com/investors.php and also on the
    website of BSE Limited at https://www.bseindia.com/and Metropolitan Stock Exchange of India
    Limited at https://www.msei.in/ where the shares of the company are listed.

    OTHER DISCLOSURES

    • There was no proceeding initiated or pending against the Company under the Insolvency and
    Bankruptcy Code, 2016.

    • The Company has not made any one-time settlement for loans taken from the Banks or Financial
    Institutions, and hence the details of difference between amount of the valuation done at the time
    of one-time settlement and the valuation done while taking loan from the Banks or Financial
    Institutions along with the reasons thereof is not applicable.

    CORPORATE POLICY

    The Company seeks to promote and follow the utmost level of ethical standards in the business
    transactions. The policies are formulated in accordance with the applicable provisions of
    Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
    and RBI Laws as stipulated in the master directions for Non -banking Financial Companies. All the
    policies are available on the website of the Company viz. http://www.superiorfinlease.com.

    The Policies are reviewed periodically by the Board and updated on the basis of need and new
    Compliance.

    The Key Policies are as follows:

    Name of the Policy

    Brief Description

    WHISTLE BLOWER POLICY
    (VIGIL MECHANISM)

    This policy has been established with a view to provide a tool to
    Directors and Employees of the Company to report to Management
    genuine concerns including unethical behaviour, actual or suspected
    fraud or violation of the code or the policy. The Policy also provides
    for adequate safeguards against victimization of
    Director(s)/Employee(s) who avail of the mechanism and also
    provides for direct access to the chairman of the Audit Committee in
    exceptional cases.

    NOMINATION &
    REMUNERATION POLICY

    The Board has on the recommendation of Nomination and
    Remuneration Committee framed and adopted a policy for selection
    and appointment of Directors, Key Managerial Personnel, Senior
    Management and their remuneration

    POLICY FOR DETERMINING
    OF MATERIAL
    INFORMATION

    The Objective of this policy is to outline the guidelines to be followed
    by the Company for consistent, transparent and timely public
    disclosures of material information events/information and to ensure
    that such information is adequately disseminated to the stock
    Exchange(s) where the securities of the Company are listed in
    pursuance with the Regulations and to provide an overall governance
    framework for such determination of materiality

    POLICY OF PRESERVATION
    OF DOCUMENTS

    This policy sets the Standards for classifying, managing and storing
    the records of the Company. The Purpose of this policy is to establish
    framework for effective records Management and the process for
    Subsequent archival of such records

    TERMS AND CONDITIONS
    OF APPOINTMENT OF
    INDEPENDENT DIRECTOR

    This has prescribed the code of conduct terms and conditions of
    appointment of the Independent Directors, which are subject to the
    extent provisions of the applicable laws, including the Companies Act,
    2013 (“2013 Act”).

    CODE OF CONDUCT FOR
    DIRECTORS

    This Code prescribes the guidelines for the Directors to conduct
    themselves in the highest degree of dignity, authenticity and
    compliance standards.

    RELATED PARTY
    TRANSACTION POLICY

    The Company has the policy for transactions with Related Parties
    (RPT Policy).

    RISK MANAGEMENT POLICY

    The policy describes the major risks faced by business and the system
    based approach for risk management, with the clear objectives of
    identification, evaluation, monitoring and minimisation of the
    identified risks

    POLICY ON

    FAMILIARIZATION OF
    INDEPENDENT DIRECTORS

    This policy has been formulated to familiarize the independent
    directors with the Company, the functions of the Company and
    specify their roles, rights, responsibilities in the Company, nature of
    the industry in which the Company operates, business model of the
    Company, etc., through various Programs

    FAIR PRACTICE CODE

    This sets minimum Fair Practice Standards for the Company to follow
    when dealing with customers. It provides information to customers
    and explains how the Company is expected to deal with them on a
    day-to-day basis.

    KYC & AML POLICY

    The primary objective is to prevent the Company from being used,

    intentionally or unintentionally, by criminal elements for money

    laundering activities or terrorist financing activities. KYC procedures

    also enable the Company to know/understand their customers and

    their financial dealings better which in turn help them manage their

    risks prudently.

    ACKNOWLEDGEMENTS

    Your directors take this opportunity to offer their sincere thanks and gratitude to:

    1. The bankers of the company as well as other Financial Institutions for the financial facilities and
    support.

    2. Business associates, vendors/contractors, shareholders, employees and esteemed clients,
    customers for their support and assistance.

    The Board also takes this opportunity to express their sincere appreciation of the efforts,
    dedication, commitment and contribution put in by the employees at all levels for achieving the
    results and hope that they would continue their sincere and dedicated endeavours towards
    achieving better working results during the current year.

    FOR AND ON BEHALF OF
    SUPERIOR FINLEASE LIMITED

    Sd/-

    RAJNEESH KUMAR
    DIRECTOR

    DIN:02463693

    Place: New Delhi
    Date: 06.09.2024

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