Share Wealth

Year End :2024-03

The Directors have pleasure in presenting before you the 39^thAnnual Report on the Business and
Operations of the Company along with the Audited Financial Statement for the financial year ended
31^st March, 2024.

1. FINANCIAL SUMMARY HIGHLIGHTS:

Financial Result of the Company for the year under review along with the figures for previous year
is as follows:

niv 7 nnm

Particulars	31st March, 2024	31st March, 2023
Total Income	4,727	3457
Total Expenses	7,597	1,984
Profit/(Loss) before tax	(13,582)	79
Less: Provision for Taxation	-	-
Current Tax	-	230
Previous Year Tax	-	-
Deferred Tax	12	(22)
Provision for Income Tax	-	-
Profit/(Loss) after tax	(13,594)	(129)

2. STATE OF COMPANY AFFAIRS:

During the Financial Year 2023-24, the Company has recorded Revenue ofT 4,727 Thousands.
The Company has earned Net Loss after Tax of ? (13,594) Thousands. The Directors are optimistic
about future performance of the Company.

3. WEB ADDRESS OF ANNUAL RETURN

The Web Address Where Annual Return of the Company for the Financial Year 2023-24 referred
in sub-section (3) of Section 92 has been placed is mentioned below:
http://shriniwasleasingfinance.in/resource/Share Holders Information/Annual-Return.aspx

4. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of company.

5. SUBSIDIARY/ ASSOCIATE/ JOINT-VENTURE COMPANIES:

The Company does not have any subsidiary/ Associate/ Joint-Venture Company during the
Financial Year under review.

6. SHARE CAPITAL:

During the year, Authorized Share Capital of the company divided into 4,40,00,000/- (Four Crore
Forty Lacs Only) Equity Shares of Rs. 10/- (Rupee Ten) each. The Authorized Share Capital is
? 44,00,00,000/- and Paid-up Equity Share Capital as on 31^st March, 2024 was T 3,99,70,000/-.

Note: The Company in its board meeting dated March 21, 2023, has approve the raising of fund by
the way of rights issue of partly paid up equity shares of company for the value not exceeding
Rs. 48 Crore, for which company has received the in-principle approval from BSE March 07, 2024.
The allotment has not done yet.

DISTRIBUTION OF 3997000 EQUITY SHARE CAPITAL AS ON : 31/03/2024
Nominal Value of Each Share: T10 PAN Consolidation
Share or Debenture holding Nominal Value	Number of Shareholders	% to Total Numbers	Share or Debenture % holding Amount	to Total Amount
			(Rs.)
1	2	3	4	5
Up To 5,000	926	96.36	47,75,320	11.95
5001 To 10,000	9	0.94	7,53,780	1.89
10001 To 20,000	7	0.73	10,32,000	2.59
20001 To 30,000	1	0.104	2,32,000	0.58
30001 To 40,000	-	-	-	-
40001 To 50,000	-	-	-	-
50001 To 1,00,000	9	0.94	69,38,560	17.36
1,00,000 and Above	9	0.94	2,62,38,340	65.65
Total	961	100.00	3,99,70,000.00	100.00

7. DIVIDEND:

As the company kept the profits for investment in better projects it regrets not to recommend any
dividend during the year, but the directors are hopeful better result in ensuring future.

8. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves, due to net loss during the
year.

9. NON-ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during the Financial Year
2023-24 and hence there are no defaults in repayment of amount of principal and interest as on the
date of Balance Sheet.

10. CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management
personnel. The Code of Conduct is available at company’s website www.shriniwasleasingfinance.in

11. RBI GUIDELINES:

The Company continues to fulfill the Directions, norms and standards laid down by the Reserve
Bank of India for the Non-Banking Financial Company.

12. NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non-Banking Finance Company
Vide Registration No. 14.00808 dated 20^th May, 1998.

13. NON-BANKING FINANCIAL COMPANIES AUDITOR’S REPORT(RESERVE BANK)
DIRECTIONS, 2016:

Pursuant to the Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions,
2016, a Report from the Statutory Auditors to the Board of Directors has been received by your
company. This Report has certified that the Company has certified with all the directions and
prudential norms as prescribed under the RBI ACT, 1934.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2023-24, Mr. Virendra Jain, Executive Director of the company had
resigned from his designation citing personal reason on 12^th May, 2023.

A. DIRECTORS RETIRE BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association
of the Company, Ms. Rajni Tanwar (DIN: 08201251), Managing Director of the Company, is liable
to retire by rotation at the ensuring Annual General Meeting and being eligible, offer herself for re¬
appointment. The Board of Directors recommends her re-appointment.

The detailed profile of the Directors seeking re-appointment is given in the explanatory statement
accompanying notice to AGM and additionally in the Corporate Governance Report forming part
of the Annual Report.

B. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by
rotation. The Independent Directors have submitted their disclosure to the Board that they fulfil all
the requirements as to qualify for their appointment as an Independent Director under the provisions
of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The policy for regularization of Independent Director is also placed on Website
of the company i.e., http://www.shriniwasleasingfinance.in/ respectively.

During the Year, one (1) Meeting held in the F.Y. 2023-24 on November 16, 2023 of the
Independent Directors.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any
pecuniary relationship or transactions with the Company.

C. DECLARATIONS FROM INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Mr. Vivek Sharma and Mrs. Promila Sharma are the Independent
Directors of the Company as on March 31, 2024 and also as on date. The Company has received
declarations from the Independent Directors to the effect that (a) they fulfil the criteria for
independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed
thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”) (b) that they have
got themselves registered in the data bank for Independent Directors being maintained by the Indian
Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and
their names are included in the data bank maintained by IICA (c) they are not aware of any
circumstance or situation, existing or anticipated, which may impact or impair their ability to
discharge duties (d) that they have complied with the Code for Independent Director prescribed in
Schedule IV to the Companies Act, 2013 which forms a part of the Company’s Code of Conduct
for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes
for Familiarisation for the Independent Directors about the nature of the Industry, Business model,
roles, rights and responsibilities of Independent Directors and other relevant information. As
required under Regulation 46(2) (i) of SEBI (LODR) Regulations the details of the Familiarisation
Programme for Independent Directors are available at the Company’s website.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from
the Ms. Parul Agarwal, Practicing Company Secretary that none of the Company’s Directors have
been debarred or disqualified from being appointed or continuing as directors of Companies, is
enclosed as an Annexure to the Corporate Governance Report.

D. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS:

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel
and their Remuneration policy can be accessed on the Company’s website at the web-link
http://www.shriniwasleasingfinance.in/resource/Share Holders Information/Policies.aspx

In seeking to select individuals for induction as directors on the Board of Directors of the Company,
the criteria such as qualifications, positive attributes, independence as set out in the aforementioned
policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the
incumbent and their relevance to the Company, are other aspects covered by the policy, which are
considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in
consonance with the tenets as laid down in the Remuneration Policy. Depending upon the nature,
quantum, importance and intricacies of the responsibilities and functions being discharged as also
the standards prevailing in the industry the concerned individuals get the best possible remuneration
packages permissible under the applicable laws, so that the Company gets to retain the best of
quality and talent.

E. BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid
down evaluation criteria for performance evaluation of Independent Directors, which is based on
attendance, expertise and contribution brought in by the Independent Director at the Board and
Committee Meetings, which shall be taken into account at the time of reappointment of Independent
Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and
in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR,
Independent Directors have evaluated the quality, quantity and timeliness of the flow of information
between the Management and the Board, Performance of the Board as a whole and its Members and
other required matters. The performance of the committees was evaluated by the Board after seeking
inputs from the committee members based on criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The performance of Non - Executive Directors, the Board as a whole and the Chairman of the
Company was evaluated by Independent Directors, after taking into account the views of the
Executive Director and Non - Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors based on criteria such as the contribution of the individual director to the Board
and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

F. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant
to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

? Ms. Rajni Tanwar, Managing Director
♦♦♦ Ms. Moni, Chief Financial Officer

? Mr. Ravi Kumar Dhakar, Company Secretary

G. COMPANY SECRETARY:

Mr. Ravi Kumar Dhaker, an Associate member of the ICSI, Delhi has been appointed, by the
Board of Directors of the Company, as Company Secretary of the Company.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms
and submits the Director’s Responsibility Statement: -

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been
followed;

b) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 of the Company for
the year under review;

c) The Directors have taken proper & sufficient care of the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for prevention & detecting fraud & other irregularities;

d) The Directors have prepared the accounts for the year ended 31^stMarch, 2024 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.

f) The directors had devised proper system to ensure compliance with the provision of all
applicable laws and that such systems were adequate and operating effectively.

16. MEETINGS :-

A. BOARD MEETINGS

The Board of Directors has duly met SEVEN (7) times in the Financial Year 2023-24.

The dates on which these meetings were held are 12/05/2023, 01/08/2023, 21/08/2023, 25/08/2023,
22/09/2023, 08/11/2023 and 18/01/2024. The periodicity between two Board Meetings was within
the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 and Companies Act, 2013.

Name of director	Designation	Category		Number of board		Attendan
					g ce in last AGM
Ms. Rajni Tanwar	Chairman & Managing	Executive & Non¬ Independent		7	7	YES
Mr. Surendra Kumar Jain	Director	Non-Executive & Independent		7	7	YES
Mr. Promila Sharma	Women Director	Non-Executive & Independent		7	7	YES
Mr. Vivek Sharma	Director	Non-Executive & Independent		7	7	YES
Mr. Virendra Jain*	Director	Executive Director		1	1	NO

• Mr. Virendra Jain (Executive Director) resigned from Company with effect from 12^th
May 2023.

1. COMMITTEE MEETINGS

(i) AUDIT COMMITTEE:

The Audit Committee comprises four members and more than Two Third of the member of the
Committee are Independent Director. The Chairman of the Audit Committee is Independent
Director. During the Year Four (4) Audit Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met (4) times dated on 12/05/2023, 28/07/2023, 18/08/2023 and 15/01/2024
during the year ended March 31^st, 2024.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board
of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as
and when required.

The Composition of the Audit Committee and their attendance at the meeting till 31^st March,
2024:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Vivek Sharma	Chairperson	04	04
Mrs. Promila Sharma	Member	04	04
Mr. Surendra Kumar Jain	Member	04	04

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises Three Members of which majority of the
members of Committee are Independent Director as of now. During the Year Nomination &
Remuneration Committee Meetings were convened and held meetings of the Committee:

The Committee met one time (1) dated on 12/08/2023. during the year ended March 31, 2024.The
Minutes of the Meetings of the Nomination & Remuneration Committee are discussed and taken
note by the board of directors.

The Composition of the Nomination & Remuneration Committee and their attendance at the
meeting:

Name of Members	Category/Designati	No. of Meetings
	on
		Held	Attended
Mr. Vivek Sharma	Chairperson	01	01
Mrs. Promila Sharma	Member	01	01
Mr. Surendra Kumar Jain	Member	01	01

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee comprises Three (03) Members of which majority are
Independent Director as of now. During the Year one (01) Stakeholders’ Relationship Committee
Meetings were convened and held.

Scope of the Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and address the
grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual
report, non-receipt of dividend etc., and other related activities. In addition, the Committee also
looks into matters which can facilitate better investor’s services and relations.

Meetings of the Committee:

The Committee met one (01) time dated on 13/10/2023 during the year ended March 31^st, 2024.

The Minutes of the Meetings of the Stakeholders’ Relationship Committee are discussed and taken
note by the board of directors.

The Composition of the Stakeholders’ Relationship Committee and their attendance at the
meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Vivek Sharma	Chairperson	01	01
Mrs. Promila Sharma	Member	01	01
Mr. Surendra Kumar Jain	Member	01	01

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises Three (03) Members of which majority members of
Committee are Independent Director as of now. During the Year Two (02) Risk Management
Committee Meetings were convened and held.

Scope of the Committee:

The Committee constituted to understand and assess various kinds of risks associated with the
running of business and suggesting/implementing ways and means for eliminating/minimizing risks
to the business of the Company and periodic review of the management control procedures/tools
used to mitigate such risks.

Meetings of the Committee:

The Committee met Two (02) times dated on 23/08/2023 and 01/11/2023 during the financial year
ended March 31, 2024.

The Minutes of the Meetings of the Risk Management Committee are discussed and taken note by
the board of directors.

The Composition of Risk Management Committee and their attendance at the meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Ms. Rajni Tanwar	Chairman	02	02
Mrs. Promila Sharma	Member	02	02
Mr. Surendra Kumar Jain	Member	02	02

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liability Management Committee of the Board was comprising Three (3) members of
which majority of the members of Committee are Non-Executive Directors as of now

The Asset Liability Management Committee of the Board has been entrusted with the following
responsibilities:

• To ensure proper funding and capital planning, management of capital markets risks, profit
planning, forecasting and analyzing interest movements etc.

• The ALCO should actively monitor the company’s liquidity profile and should have sufficiently
broad representation across major internal functions that can be directly influence the company’s
liquidity risks profile (e.g., lending, investment, securities, wholesale and retail funding).

• The ALCO should ensure that the risk measurement system adequately identifies and quantifies
risk exposure.

Meetings of the Committee:

The Committee met One (01) time dated on 22/08/2023 during the Financial Year 2023-24.

The Minutes of the Meetings of the Asset Liability Management Committee are discussed and taken
note by the board of directors

The Composition of Asset Liability Management Committee and their attendance at the
meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Ms. Rajni Tanwar	Chairperson	01	01
Mr. Vivek Sharma	Member	01	01
Mr. Surendra Kumar Jain	Member	01	01

(vi) INVESTMENT COMMITTEE

The Investment Committee of the Board comprised Three (3) members as of now out of which
majority of the directors are Non-Executive and one member of the Committee is Independent
Director of the company.

Meetings of the Committee:

The Committee met One (01) time dated on 23/11/2023 during the Year..

The Minutes of the Meetings of the Investment Committee are discussed and taken note by the
Board of Directors.

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Rajni Tanwar	Chairperson	01	01
Mr. Vivek Sharma	Member	01	01
Mr. Surendra Kumar Jain	Member	01	01

COMPLIANCE OFFICER:

NAME OF THE COMPLIANCE OFFICER		Mr. Ravi Kumar Dhaker (Qualified Company Secretary)
CONTACT DETAILS	47/18, Rajendra Place Metro Station, New
	Delhi- 110060
E- MAIL ID	shriniwas.limited@gmail.com

17. SHARE HOLDER MEETINGS:

There is only One Shareholder Meeting i.e., AGM (Annual General Meeting) held on Tuesday, 19^th
Day of September, 2023 at 01:00 P.M at through Video Conferencing (“VC”)/ Other Audio-Visual
Mean (OAVM).

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the Financial Statements.

19. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the Size
of the Company and same were operating throughout the year. The Company has in house Internal
Audit Function. Your Directors are of the view that there are adequate policies and procedures in
place in the Company so as to ensure:

a) The maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and

c) Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The statement containing the top ten employees and the employees drawing remuneration in excess
of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) &
(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
forms part of the report. However, In terms of the proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the Members and others entitled thereto, excluding the said
information on employees’ particulars. The said statement is also available for inspection at the
Registered Office of the Company during business hours on working days of the Company up to
the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the
same may write to the Company Secretary.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR)
Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy.
The policy provides the mechanism for the receipt, retention and treatment of complaints and to
protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a
mechanism for employees of the Company to approach the Chairman of the Audit Committee for
Redressal. No person has been denied access to the Chairman of the Audit Committee.

The whistle Blower Policy is available on the website of the company i.e.,
http://www.shriniwasleasingfinance.in/resource/Share Holders Information/Policies.aspx

22. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions pertaining to or developments/happenings in respect of such matters,
during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme
including the stock option schemes in force in the Company.

c. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going
concern status and Company’s operations in future.

d. Corporate insolvency resolution process initiated or pending of any insolvency proceedings
under the insolvency and bankruptcy code, 2016 (IBC)

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Particulars of Contracts or Arrangements with Related Parties for the year 2023-24 is annexed
herewith to the Financial Statements in Form No. AOC-2.

24. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation,
2015, report on Corporate Governance is not applicable as the Company is within the prescribed
limit that the Paid-up Share Capital of the Company is ? 3,99,70,000/- (Rupees Three Crore Ninety-
Nine Lakhs Seventy Thousand Only) and Net worth is f 2,11,99,662.29 (Rupees Two Crore Eleven
Lakhs Ninety Nine Thousand Six Hundred Sixty Two Only) as on 31^stMarch, 2024.

Note: Company in its board meeting dated March 21, 2023, has approve the raising of fund by the
way of rights issue of partly paid up equity shares of company for the value not exceeding Rs. 48
Crore, for which company has received the in-Principe approval from BSE March 07, 2024. The
allotment has not yet done.

25. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is applicable to the Company; accordingly, as
stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
presented in a separate section which forms part of the Annual Report under Annexure II.

26. CREDIT RATING:

The Directors are pleased to report that the Company has its membership from all Four RBI
authorised CIC’s i.e., Trans Union Cibil Limited (CIBIL), Equifax Credit Information Services
Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, and CRIF High
Mark Credit Information Services Pvt. Ltd.

27. EXPOSURE TO REAL ESTATE:

The company has exposure in Real Sectors to the tune of Rs. 14,45,630/- in the BEST REALITY
(LLP) during the F.Y- 2023-24.

28. AUDITORS:

A. STATUTORY AUDITORS:

M/s GSA & ASSOCIATES LLP, Chartered Accountants (LLP Registration No. AAS-8863),
Statutory Auditors of the Company, have in compliance with the provisions of Section 139 of the
Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014, were appointed
in the 37^th Annual General Meeting held on Tuesday, September 27^th, 2022, as the Statutory
Auditors of the Company to hold office as such for a term of five years, from the F.Y.- 2022-23 to
2026-27.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not
call for any further comments. The Auditors’ Report does not contain any qualification, reservation
or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed
u/s 143(12) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect that
their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms
of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the
companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

• Statutory Auditor’s Report

The Auditors have given an Audit Report on Financial of 2023-24 and annexed herewith marked as
Annexure- I.

• Statutory Auditor’s Observations: -

The observations made by Auditors with reference to notes to account are Self-explanatory and need
no comments. The Board of Directors considered the matter and seeking to resolve the matter, if
any.

B. SECRETARIAL AUDITOR:

The Company has appointed ACS Parul Agrawal, (Company Secretary) as Secretarial Auditors of
the Company.

• Secretarial Auditor’s Report

The Secretarial Audit Report is annexed herewith marked as Annexure- III to this report in Form
No. MR-3.

Secretarial Auditor’s Observations

The Company has duly complied with all the Provisions of Companies Act, 2013, Secretarial
Standards, NBFC Regulations, SEBI, LODR, 2015 and other applicable provisions and need no
comments.

C. INTERNAL AUDITOR:

• Internal Auditor’s Report & Observations

Mr. Bharat Bhushan placed the internal audit report to the Board of Directors.

• Internal Auditor’s Observations

Internal audit report self-explanatory and need no comments.

29. MAINTENANCE OF COST RECORDS- Not Applicable

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such
accounts and records are not required to be made and maintained. Also Cost Audit is not applicable
to the Company.

30. ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success in the market place and a good reputation is among
the primary determination of value to the shareholders. For this purpose, the Management has listed
its shares on BSE Limited having nationwide trading platform.

31. PARTICULARS OF EMPLOYEES

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

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 as
amended, has been furnished herein below.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2023-24 and the comparison
of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company
are as under:

Sr. No	Name of Director/KMP and Designation		% Increase in Remuneration			Ratio of Remuneratior of each Director / to	i
			in the Financial Year 2023-24			Median Remuneration of Employees
1.	Ms. Rajni Tanwar, Managing Director	-			-
2.	Mr. Surendra Kumar Jain, Director	-			-
3.	Mr. Vivek Sharma, Director	-			-
4	Mrs. Promila Sharma, Director	-			-
5	Mr. Virendra Jain,* Executive Director		-			-
6	Ms. Moni, Chief Financial Officer	-			-
7	Mr. Ravi Kumar Dhaker, CS	-			-

* Virendra Jain Executive Director of the Company has resigned on date 12^th May 2023.

Note: Sitting fees paid to Independent Directors and Non-executive director are not getting
any kind of salary or fees. Hence not included in the above table.

The remuneration has been paid on pro-rata basis for those who served for only part of financial
year 2023-24.

• The percentage increase in remuneration of each director CFO, CEO, Company Secretary or
Manager, if any, in the financial year 2023-24: NIL

• Percentage increase in median remuneration of employees in the financial year: NIL

• The number of permanent employees on the rolls of the company as on 31^st March, 2024 is 5.

• Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial
Personnel and senior management is as per the Remuneration Policy of your Company.

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and
rules made there under which needs to be disclosed in the Directors Report.

32. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The
ISIN INE201F01015 has been allotted for the Company. Therefore, investors may keep their
shareholding in the electronic mode with their Depository Participates 88.99% of the Company’s
Paid-up Share Capital is in dematerialized form as on 31st March, 2024 and balance 11.01% is in
physical form.

33. LISTING OF SHARES:

The Company has got listed 3,99,70,000 Equity Shares of INR 10/- each on Bombay Stock
Exchange (BSE). There has been no change in listing of shares.

34. HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The
Company has been complying with the relevant laws and has been taking all necessary measures to
protect the environment and maximize worker protection and safety.

35. HUMAN RESOURCES:

People remain the most valuable asset of your Company. Your Company follows a policy of
building strong teams of talented professionals. Your Company continues to build on its capabilities
in getting the right talent to support different products and geographies and is taking effective steps
to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus
on Employee Engagement. The Company’s Human Resources is commensurate with the size,
nature and operations of the Company.

36. DISCLOSURE OF FRAUDS TN THE BOARD’S REPORT UNDER SECTION 143 OF THE
COMPANIES ACT, 2013:

During the year, your directors do not observe any transactions which could result in a fraud. Your
Directors hereby declares that the Company has not been encountered with any fraud or fraudulent
activity during the Financial Year 2023-24.

37. COMPLIANCE

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), Securities
and Exchange Board of India (SEBI), Reserve Bank of India etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing
Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time
to time.

38. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the
Institute of Company Secretaries of India 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 is
in compliance with the Secretarial Standards.

39. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.

The policy is available on the website of the company i.e. www.shriniwasleasingfinance.in. The
following is a summary of sexual harassment complaints received and disposed off during the year
2023-24.

No of complaints received : NIL

No of complaints disposed off : NIL.

40. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such
regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by
the Board of Directors comprising of Ms. Rajni Tanwar, Chairman, Mrs. Promila Sharma and Mr.
Surendra Kumar Jain, are the members of Risk Management Committee as on 31^st March, 2024 and
to oversee implementation of the Risk Management Policy in force in the Company, and monitor
and evaluate risks, basis appropriate methodology, processes and systems.

All the members of the Risk Management Committee are Non-Executive Directors of the company
and majority of the directors of the Risk Management Committee are Independent Director of the
Company. The Risk Management Policy is in force and application in the Company, has been drawn
up based on a detailed assessment of the operational risks, risks associated with related business in
India, in general and the business of the Company in particular. The Risk management Policy also
covers the risks related to the Company assets and property, the risks which the employees of the
Company may get exposed to, the risks arising out of non -compliance if any, with the provisions
of and requirements laid down under various applicable statutes, Foreign Exchange related risks,
risks which could emanate from business competition, contractual risks etc.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism,
loss of profits, etc. other risks which considered necessary by the management. The Company has
been addressing the various risks impacting the Company and policy of the Company on risk
management is continuously reviewed by the Management of the Company. Management
Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which
can affect the performance of the Company. The policy has been uploaded on the website of the
Company.

41. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives
as the said provisions are not applicable.

42. DETAILS OF CRYPTO / VIRTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto /Virtual Currency during the Financial
Year 2023-24.

43. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

Apart from the information provided/disclosures made elsewhere in the Directors’ Report including
Annexures thereof, there are no material changes and commitments affecting the financial position
of the Company, occurred between the end of the Financial year of the Company i.e. March 31,
2024 till date of this Report.

44. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOTNG CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status of the company.

45. CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures:

PARTICULARS			IN %
	Tier-I Capital			111.59
	Tier-II Capital			65.04
	Total			176.63

46. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS & OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange
Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished.

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following: NIL
Steps taken for utilizing alternate sources of energy including waste generated: NIL

(B) Technology absorption:

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above
efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.
The Company has not taken any technical knowhow from anyone and hence not applicable. In case
of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred any
expenditure on research and development.

(C) Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings and Outgoings		31st March, 2024			31st March, 2023
Earnings in Foreign Currency (FOB Value of exports)	NIL			NIL
Expenditure in Foreign Currency	NIL			NIL

47. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016.

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

48. GREEN INITIATIVES:

This year too, Annual Report and the notice of the 39^th Annual General meeting of the Company
are being sent to all members electronically, at their registered e-mail ids as made available to the
Company or its Registrar and Transfer Agent, Skyline Financial Services Pvt. Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes
electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies
Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The
instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA
Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and
Financial Institutions.

50. ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable
support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication
and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely
thank them for their whole hearted co-operation and support at all times.

FOR AND ON BEHALF OF BOARD OF DIRECTORS
SHRI NIWAS LEASING AND FINANCE LIMITED

Rajni Tanwar Surendra Kumar Jain

DATE: 05/08/2024 Managing Director Director

PLACE: NEW DELHI DIN: 08201251 DIN: 00530035