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Nalin Lease Finance Ltd.

BSE: 531212 Sector: Financials
NSE: N.A. ISIN Code: INE606C01012
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VOLUME 200
52-Week high 29.50
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P/E 6.78
Mkt Cap.(Rs cr) 8
Buy Price 23.10
Buy Qty 48.00
Sell Price 0.00
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OPEN 23.20
CLOSE 23.00
VOLUME 200
52-Week high 29.50
52-Week low 9.80
P/E 6.78
Mkt Cap.(Rs cr) 8
Buy Price 23.10
Buy Qty 48.00
Sell Price 0.00
Sell Qty 0.00

Nalin Lease Finance Ltd. (NALINLEASEFIN) - Director Report

Company director report

TO THE MEMBERS OF

NALIN LEASE FINANCE LIMITED

The Directors have pleasure in presenting the Twenty Sixth Annual Report and theAudited Financial Statements of the Company for the Financial Year ("FY") endedMarch 31 2017.

1. BACKGROUND

NALIN LEASE FINANCE LIMITED ("Company" or "NLFL") is a Non DepositAccepting Non Banking Finance Company holding a Certificate of Registration dated 06thMay 1998 from the Reserve Bank of India ("RBI").

NLFL is having its registered office at Himatnagar in Sabarkantha district of Gujarat.

2. INDUSTRY AND ECONOMIC SCENARIO

The Indian economy has weathered many challenges successfully in recent times. Marketsare optimistic as a result of various policy measures announced or taken by theGovernment. The key policy changes include liberalization of foreign direct investment anda large array of investment facilitation measures.

Due to the sluggish global growth especially in China commodity prices have remainedlow inflation has moderated and low crude prices have supported the Government’scurrent account deficit commitment. A relatively stable rupee and rising foreign exchangereserves are key indicators of an improved and stable macro-economic environment.

In FY 2016-17 the Government focused on its theme "Transform India". TheBudget for FY 2016-17 preferred fiscal prudence and stability over growth. The prioritiesof the Government were to provide additional resources for the vulnerable sections ofsociety to rural areas and for creating social and physical infrastructure. The positiveeffect of the Government’s fiscal discipline is that it has created conditions forthe Reserve Bank of India ("RBI") to cut rates thereby indirectly benefitingthe economy by bringing down the cost of borrowing for both the Government and the privatesector.

The banking system in India saw a major shift with the RBI ending forbearance in April2015 and through the Asset Quality Review process ensuring that banks were takingproactive steps to clean up their Balance Sheets by March 2017. In all adversity there isopportunity and as a result of the stressed bank Balance Sheets the NBFC sector has asignificant opportunity to grow. NBFCs do not have the NPA problem of the magnitude ofthat of the banks and are already operating under strict regulatory supervision. The NBFCsector is likely to report higher NPAs in the initial period as it moves to the 90+recognition norms but the sector as a whole will emerge stronger after the implementationof these initiatives. Additionally SARFAESI cover and a new bankruptcy code would makecollections through the judicial system much simpler.

A normal monsoon and further rate cuts by RBI are expected to facilitate rural andurban consumption. The year ahead will be challenging on many fronts credit quality andshifts in operating model to name a couple. Accepted norms and rules of doing businessare likely to be rewritten with digital innovation increased use of technology infinancial services and payment and small banks coming on stream. Each individually andall of them collectively have the ability to change the face of the financial servicessector. The

NBFC sector appears to be best placed to take advantage and succeed in this changingenvironment.

3. FINANCIAL RESULTS

3.1 The performance of the Company for the Financial Year ended March 31 2017is summarized below:-

Particulars FY 2016-17 FY 2015-16
Gross Income 27277814 24407445
Less:
Finance Cost 1368523 131190
Establishment Administrative and Other Expenses 11383310 12395373
Depreciation 866295 917485
Profit before tax 13659686 10963397
Less: Provision for tax 4395143 3865534
Profit after tax 9264543 7097863
Surplus carried to Balance Sheet 67412879 57694111

3.2 Gross Income increased from Rs. 24407445 in FY 2015-16 to Rs. 27277814 in FY2016-17 recording an increase of about 11.76 %. The Company’s Profit before Tax wasRs. 13659686 (FY 2015-16: Rs. 10963397) and the Profit after Tax increased by about 30.53% to Rs. 9264543 (FY 2015-16: Rs. 7097863).

3.3 Pursuant to RBI’s Master Circular No. DNBR (PD) CC. No.044/03.10.119/2015-16dated July 1 2015 on Non-Systemically Important Non-Banking Financial (Non-DepositAccepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2015 aprovision at the rate of 0.35% on standard assets amounting to Rs. 454224 was made in FY2016-17 as against 0.30% and Rs. 227877 respectively in FY 2015-16

3.4 As required under Section 45IC of the Reserve Bank of India Act 1934 20% of theprofits are required to be transferred to a Special Reserve Account. On a conservativebasis an amount of Rs.1852909 (FY 2015-16:Rs.1419573) has been transferred to saidReserve. An amount of Rs. 15199295 has been carried to the Balance Sheet as Surplus.

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31 2017 was Rs.32620000.0.

During FY 2016-17 there was no change in Authorized Share Capital of the Company.

5. DIVIDEND

No divined is being recommended by the Directors for the year ending on 31stMarch 2017. As the Board of Directors wants to plough back the profit in the business.

6. DETAILS OF ASSOCIATE COMPANIES

As on 31st March 2017 your Company has 4 (Four) Associate Companies duringthe year under review Nalin Consultancy Services Ltd Nalin Services Ltd Amee FinanceLimited Gandhi Shroff Services Private Limited are Associate Companies of your Company.

7. RISK MANAGEMENT

Risk Management is an integral part of the Company’s business strategy. The RiskManagement oversight structure includes Committees of the Board and Senior ManagementCommittees. The Risk Management process lays down guidelines for Risk identificationassessment and monitoring as an ongoing process that is supported by a robust riskreporting framework. Risk Management at NLFL covers Credit Risk Market Risk OperationalRisk Fraud Risk and Other Risks.

8. INTERNAL CONTROL SYSTEMS

The Company’s internal control system is designed to ensure operationalefficiency protection and conservation of resources accuracy and promptness in financialreporting and compliance with laws and regulations. The internal control system issupported by an internal audit process for reviewing the design adequacy and efficacy ofthe Company’s internal controls including its systems and processes and compliancewith regulations and procedures. Internal Audit Reports are discussed with the Managementand are reviewed by the Audit Committee of the Board which also reviews the adequacy andeffectiveness of the internal controls in the Company.

The Company’s internal control system is commensurate with the size nature andoperations of the Company.

9. INTERNAL FINANCIAL CONTROLS

The Management had appointed M/S Ajay Shah & Co. Chartered Accountants as anInternal Auditor to document and to evaluate the design adequacy and operatingeffectiveness of the Internal Financial Controls of the Company. The documentation ofprocess maps key controls standard operating procedures ("SOP") and riskregisters has been completed for all businesses and functions under the supervision of theInternal Auditor. Further during FY 2016-17 Management testing has been conducted on asample basis for all key processes and remedial action has been taken or agreed upon witha finite closure date where control weaknesses were identified. The Internal Audit teamhas also conducted a review of the Internal Financial Controls and remedial action hasbeen taken or agreed upon with a finite closure date where in control weaknesses wereidentified. There are no material financial controls’ related observationsoutstanding as at March 31 2017. Based on the above the Management believes thatadequate Internal Financial Controls exist in relation to its Financial Statements.

10. INFORMATION TECHNOLOGY SUPPORT

Information Technology ("IT") has achieved stability in the core systems andclose to total automation of all the business processes. The emphasis is on continualimprovement and upgradation of systems and the underlying processes. There is a constantendeavor to deliver value to businesses and customers. The Company is well on its way onthe ‘digitalization’ journey wherein it will deploy latest technology coveringthe internet cloud analytics social media and mobility areas.

11. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and has built an opentransparent and meritocratic culture to nurture this asset.

Nalin Lease Finance Limited is committed to strive towards full engagement of all itsemployees contractors suppliers and clients to ensure safe working conditions and safebehavior as well as take care of their health. The basis for implementing theOccupational Health and Safety Management System at Nalin Lease Finance Limited is tosupport and promote good health and safety practices for balancing with socio economicneeds.

There were five permanent employees on the rolls of the Company as on March 312017

12. COMPLIANCE

The Company has complied and continues to comply with all the applicable regulationsand guidelines issued by RBI and other regulators such as the Securities and ExchangeBoard of India. These include Capital Adequacy Net Owned Funds and for Standard Assetsfilings etc.

During the year there were no frauds by the Company and no material frauds on theCompany by its officers or employees. Further the Company has complied with its reportingrequirements to RBI from time to time.

MR. NIKULKUMAR KANTIBHAI PATEL Chief Financial Officer is the Compliance Officer ofthe Company and has been appointed as the Compliance Officer pursuant to the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

13. REGULATORY ACTION

There are no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and operations of the Company in future.

14. DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has itaccepted any public deposits during the year under review.

15. DETAILS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments under the provisions of Section 186 of theCompanies Act 2013 are not applicable to the Company.

16. DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Dilipkumar Nalinkant Gandhi Managing Director is liable to retire byrotation at the ensuing Annual General Meeting ("AGM") and is eligible forreappointment.

Pursuant to the ‘Fit and Proper’ Policy adopted by the Company under the NonBanking Financial Companies – Corporate Governance (Reserve Bank) Directions 2015issued by the Reserve Bank of India the Company has received the ‘Fit andProper’ declarations from Mr. Dilipkumar Nalinkant Gandhi for his renewal ofappointment as Director of the Company.

The Members of the Company may refer to the accompanying Notice of the AGM of theCompany for the brief Resume of Mr. Dilipkumar Nalinkant Gandhi.

Mrs. PALLAVI DILIPKUMAR GANDHI was re-appointed as the Whole-Time Director of theCompany for a period of 5 years commencing August 01 2017.

17. EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act the Board has carried out an annual evaluationof its own performance the individual Directors (including the Chairman) as well as anevaluation of the working of all Board Committees. The Board of Directors was assisted bythe Nomination and Remuneration Committee ("NRC"). The performance evaluationwas carried out by seeking inputs from all the Directors/Members of the Committees as thecase may be. The criteria for evaluating the performance of the Board as a whole coveredvarious aspects of the Board’s functioning such as fulfillment of keyresponsibilities structure of the Board and its composition establishment anddelineation of responsibilities of the Board Committees effectiveness of Board processesinformation and functioning Board culture and dynamics etc. The criteria for evaluationof individual Directors covered parameters such as guidance to Management etc. Thecriteria for evaluation of the Board Committees covered areas related to degree offulfillment of key responsibilities adequacy of Board Committee composition etc.

The feedback of the Independent Directors on their review of the performance ofNon-Independent Directors and the Board as a whole the performance of the Chairman of theCompany and the assessment of the quality quantity and timeliness of flow of informationbetween the Company Management and the Board was taken into consideration by the Board incarrying out the performance evaluation.

18. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY

The Nomination and Remuneration Committee ("NRC") of the Company comprisesMr. NAVINCHANDRA CHANDULAL SONI (Chairman) Mr. NARENDRAKUMAR DALSUKHDAS SHAH and Mr.SAMIRKUMAR KANTILAL SHAH. The NRC develops the competency requirements of the Board basedon the industry and strategy of the Company and recommends the reconstitution of theBoard as and when required. It also recommends to the Board the appointment of Directorshaving good personal and professional reputation and conducts reference checks and duediligence of all Directors before recommending them to the Board. Besides the above theNRC ensures that the new Directors are familiarized with the operations of the Company andendeavors to provide relevant training to the Directors.

The Remuneration Policy for Directors Key Managerial Personnel and all other employeesis aligned to the philosophy on the commitment of fostering a culture of leadership withtrust. The Policy aims to ensure that the level and composition of the remuneration of theDirectors Key Managerial Personnel and all other employees is reasonable and sufficientto attract retain and motivate them to successfully run the Company.

The Directors have also adopted a ‘Fit and Proper’ Policy for ascertainingthe ‘fit and proper’ criteria to be adopted at the time of appointment ofdirectors and on a continuing basis pursuant to the Non Banking Financial Companies– Corporate Governance (Reserve Bank) Directions 2015 issued by the Reserve Bank ofIndia.

19. KEY MANAGERIAL PERSONNEL

Mr. DILIPKUMAR NALINKANT GANDHI Managing Director Mr. HARSH DILIPKUMAR GANDHIWhole-Time Director Mrs. PALLAVI DILIPKUMAR GANDHI Whole-Time Director and Mr.NIKULKUMAR KANTIBHAI PATEL Chief Financial Officer and Ms. SWATI AJAY SHAH CompanySecretary are the Key Managerial Personnel ("KMP") of the Company.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and based on the reviews performed by Management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany’s Internal Financial Controls were adequate and effective during FY 2016-17.

Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof their knowledge and ability confirm that:-

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and that there are no material departures thereof;

b) They had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand cash flows of the Company for the year

c) They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) They had prepared the annual accounts on a going concern basis;

e) They had laid down internal financial controls to be followed by the Company andthat such internal financial controls were adequate and operating effectively; and

f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

21. CORPORATE GOVERNANCE

Company’s Philosophy on Corporate Governance

The Company recognizes its role as a corporate citizen and endeavors to adopt the bestpractices and the highest standards of corporate governance through transparency inbusiness ethics accountability to its customers Government and others. TheCompany’s activities are carried out in accordance with good corporate practices andthe Company is constantly striving to better them by adopting the best practices.

The Company believes that governance practices enable the Management to direct andcontrol the affairs of the Company in an efficient manner and to achieve theCompany’s goal of maximizing value for all its stakeholders.

In addition the Company has adopted a Code of Conduct for Prevention of InsiderTrading a Code of Corporate Disclosure Practices a Vigil Mechanism a Fair PracticesCode a Fit and Proper Policy for ascertaining the fit and proper criteria of thedirectors at the time of appointment and on a continuing basis a Code of Conduct forNon-Executive Directors Internal Guidelines on Corporate Governance and an OccupationalHealth and Safety Management System. a. Board of Directors

The Board of Directors along with the Committees of the Board provides leadership andguidance to the Company’s Management and directs supervises and controls theactivities of the Company.

• The size of the Board is commensurate with the size and business of the Company.At present the Board comprises six Directors viz. Mr. NARENDRAKUMAR DALSUKHDAS SHAH Mr.DILIPKUMAR NALINKANT GANDHI Mrs. PALLAVI DILIPKUMAR GANDHI Mr. HARSH DILIPKUMAR GANDHIMr. NAVINCHANDRA CHANDULAL SONI and Mr. SAMIRKUMAR KANTILAL SHAH. Mr. NARENDRAKUMARDALSUKHDAS SHAH Mr. NAVINCHANDRA CHANDULAL SONI and Mr. SAMIRKUMAR KANTILAL SHAH areIndependent Directors ("IDs") of the Company. All the Independent Directors haveconfirmed that they meet the criteria as mentioned under Section 149 of the Companies Act2013. Mr. NARENDRAKUMAR DALSUKHDAS SHAH Mr. NAVINCHANDRA CHANDULAL SONI and Mr.SAMIRKUMAR KANTILAL SHAH are Non-Executive Directors ("NEDs") of the Company.Mr. DILIPKUMAR NALINKANT GANDHI is the Managing Director ("MD") of the Companyand was re-appointed as the MD of the Company for a period of 5 years with effect fromAugust 01 2015. The meetings of the Board are generally chaired by Mr. NARENDRAKUMARDALSUKHDAS SHAH.

• During FY 2016-17 Six Meetings of the Board of Directors were held on thefollowing dates: April 15 2016 May 25 2016 July 18 2016 October20 2016 January 23 2017 and February 28 2017. Details of Directorstheir attendance at Board Meetings and at the previous AGM of the Company are givenbelow:

Name of Director Director Identification Number Category Board Meetings Attended Whether present at previous AGM held on August 20 2016
Mr. Narendrakumar Dalsukhdas Shah 00314044 Non-Executive (Chairman)Independent 6 YES
Mr. Dilipkumar Nalinkant Gandhi 00339595 Executive (Managing Director) 6 YES
Mr. Pallavi Dilipkumar Gandhi 00339639 Executive (Whole time Director) 6 YES
Mr. Harsh Dilipkumar Gandhi 03120638 Executive (Whole time Director) 6 YES
Mr. Navinchandra Chandulal Soni 03123355 Non Executive(Independent Director) 6 YES
Mr. Samirkumar Kantilal Shah 07215030 Non Executive(Independent Director) 6 YES

None of the Non-Executive Directors and Independent Directors had any pecuniaryrelationships or transactions with the Company during the year under review. b.Committees of the Board

The Board has constituted Committees with specific terms of reference/scope to focuseffectively on issues and ensure expedient resolution of diverse matters. These are theAudit Committee Stakeholders Relationship Committee Nomination and RemunerationCommittee. The Board of Directors and the Committees also take decisions by circularresolutions which are noted by the Board at its next meeting. The minutes of the meetingsof all Committees of the Board are placed before the Board for discussions / noting.

i) Audit Committee

The Audit Committee comprises Mr. Navinchandra Chandulal Soni Non-Executive(Independent Director) as Chairman Mr. Narendrakumar Dalsukhdas Shah Non-Executive(Independent Director) and Mr. Dilipkumar Nalinkant Gandhi Executive (Managing Director).

The composition of the Audit Committee is in line with the provisions of Section 177 ofthe Act. All the Members have the ability to read and understand financial statements andhave relevant finance and/or audit experience.

Given below inter alia is a gist of the responsibilities of the AuditCommittee:

– Recommend appointment and removal of the Auditors and their remuneration natureand scope of audit

– Ensure adequacy of internal controls and compliances and recommend remedialmeasures

– Review adequacy of the Internal Audit function

– Review and monitor the auditors’ independence and performance andeffectiveness of the audit process

– Oversee financial reporting process and disclosure of financial information

– Examine the financial statements and the auditors’ report thereon

– Evaluate internal financial controls and the risk management systems

– Act as a link between the Statutory Auditors Internal Auditors and the Board ofDirectors

– Review accounting policies

– Approve any transactions of the Company with related parties or any subsequentmodifications thereof

– Evaluate the valuation of undertakings or assets of the Company if necessary

– Review findings of internal investigations / frauds / irregularities etc.

– Carry out additional functions as applicable to the Company or in the terms ofreference of the Audit Committee

– Carry out the responsibilities under the Code of Conduct for Prevention ofInsider Trading and Code of Corporate Disclosure Practices.

During FY 2016–17 eight Meetings of the Audit Committee were held on thefollowing dates: April 15 2016 July 18 2016 October 20 2016 and January 232017. The composition of the Audit Committee and the attendance of its Members at itsMeetings held during FY 2016-17 are given below:

Name of Member Category No. of Meetings
Held Attended
Mr. Navinchandra Chandulal Soni Chairman Non-Executive (Independent Director) 4 4
Mr. Narendrakumar Dalsukhdas Shah Non-Executive (Independent Director) 4 4
Mr. Dilipkumar Nalinkant Gandhi Executive (Managing Director) 4 4

The Board has accepted all the recommendations made by the Audit Committee during theyear. Besides the Members of the Committee meetings of the Audit Committee are usuallyattended by the remaining Directors Chief Financial Officer Statutory Auditors andInternal Auditor. The Internal Audit function is headed is reported to the Chairman of theAudit Committee to ensure independence of operations. Mr. Navinchandra Chandulal SoniChairman of the Audit Committee the Nomination and Remuneration Committee andStakeholders Relationship Committee had attended the last AGM of the Company. ii)Nomination and Remuneration Committee

During FY 2016–17 one Meeting of the Nomination and Remuneration Committee washeld on the following date: October 20 2016. The composition of the Nomination andRemuneration Committee and the attendance of its Members at its Meetings held during FY2016-17 are given below:

Name of Member Category No. of Meetings
Held Attended
Mr. Navinchandra Chandulal Soni Non-Executive 1 1
Chairman (Independent Director)
Mr. Narendrakumar Dalsukhdas Non-Executive 1 1
Shah (Independent Director)
Mr. Samirkumar Kantilal Shah Non-Executive 1 1
(Independent Director)

iii) Stakeholders Relationship Committee

During FY 2016–17 Four Meetings of the Stakeholders Relationship Committee wereheld on: - April 15 2016 July 18 2016 October 20 2016 and January 23 2017.The composition of the Stakeholders Relationship Committee and the attendance of itsMembers at its Meeting held during FY 2016-17 are given below:

Name of Member Category No. of Meetings
Held Attended
Mr. Navinchandra Chandulal Soni Chairman Non-Executive 4 4
(Independent Director)
Mr. Narendrakumar Dalsukhdas Shah Non-Executive 4 4
(Independent Director)
Mr. Dilipkumar Nalinkant Gandhi Non-Executive 4 4
(Independent Director)

c. Means of Communication

The Company’s website www.nalinfin.co.in keeps the investors updated on materialdevelopments in the Company by providing key and timely information such as FinancialResults Annual Reports etc d. General Information for Members and Debenture holders

The Company is registered with the Registrar of Companies Gujarat. The CorporateIdentity Number ("CIN") allotted to the Company by the Ministry of CorporateAffairs ("MCA") is L65910GJ1990PLC014516.

– Stock Code: D-mat ISIN Number: INE 606C01012.

– Listing of equity shares on Stock Exchange at

Bombay Stock Exchange Vadodara Stock Exchange
Scrip Code Address Scrip Code Address
531212 Phiroze Jeejeebhoy 31212 3rd Floor
Towers Fortune Tower
Dalal Street Sayajigunj
Mumbai- 400001 Vadodara – 390005
http://www.bseindia.com http://www.vselindia.com

Details of the Registrar and Transfer Agents for the Equity Shares are given below:

Registrar and Transfer Agents

LINKINTIME (INDIA) PRIVATE LIMITED

C-101247 Park L.B.S.Marg Vikhroli(West) Mumbai 400 083

Phone: +91-22-49186000 Fax: +91-22-49186060

WWW.LINKINTIME.CO.IN & RNT.HELPDESK@LINKINTIME.CO.IN

22. VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted WhistleBlower Policy to deal with any instance of fraud and mismanagement. The employees of thecompany are free to report violations of any laws rules regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwith any person for a genuinely raised concern.

23. STATUTORY AUDITORS

M/s. PARESH THOTHAWALA & CO. Chartered Accountants (Firm Registration No.102245W)the new Statutory Auditors of the Company will be eligible for appointment in ensuinggeneral meeting.

Your Company has received letter from M/s. PARESH THOTHAWALA & CO CharteredAccountants to the effect that their appointment if made would be within the prescribedlimits under Section 141 of the Companies Act 2013 read with rules made there under andthat they are not disqualified for such appointment.

Your Directors recommend the appointment of M/s. PARESH THOTHAWALA & COChartered Accountants as new Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting (AGM) till the conclusion of 27thAnnual General Meeting of the Company to be held in the calendar year 2018.

24. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and the relevant provisions of the Act and the Guidelinesprescribed by the RBI as applicable.

25. EXPLANATION ON STATUTORY AUDITORS’ REPORT

There are no qualifications reservations or adverse remarks or disclaimers made byAuditors in their Report dated May 29 2017 on the Financial Statements of the Companyfor FY 2016-17.

26. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointedM/s. Amrish Gandhi & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for FY 2016-17. The Secretarial AuditReport is annexed as Annexure A.

The report is self-explanatory and do not call for any further comments.

27. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of theCompany which have occurred after March 31 2017 and May 29 2017 being the date of thisReport.

28. PARTICULARS OF RELATED PARTY TRANSACTIONS

A Statement containing the details of material contracts or arrangements ortransactions with Related Parties on an arm’s length basis with respect totransactions as required under Section 188(1) of the Act in the prescribed Form No. AOC-2is attached as Annexure B. Further details of Related Party Transactions asrequired to be disclosed by Accounting Standard – 18 on "Related PartyDisclosures" specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014 are given in the Notes to the Financial Statements.

During the year the Company has not entered into any transactions with Related Partieswhich are not in its ordinary course of business or not on an arm’s length pricingbasis and which require disclosure in this Report in terms of the provisions of Section188(1) of the Act.

29. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO

The information pursuant to Section 134(3) (m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is as follows:

(A) Conservation of energy

Your Company being a Non-Banking Finance Company its activities are not energyintensive. However your Company has taken adequate measures for conservation of energywherever required.

(B) Technology Absorption

Your Company being a Non-Banking Finance Company its activities do not requireadoption any specific technology. However your Company has been in the forefront inimplementing latest information technologies & tools towards enhancing our customerconvenience. Mobile number validation system introduced has enhanced the quality of ourKYC data captured in the system. This helps us provide the customers useful andinformative SMS alerts on transactions repayment reminders and missed call facilities soas to track their accounts offline also. With the infusion of technology across we walkedahead of time towards true Digital India and financial inclusion.

(C) Foreign exchange earnings and Outgo:

Total Foreign Exchange Earned: NIL Total Foreign Exchange Used: NIL

30. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as prescribed under Section 92(3) of the Act and theCompanies (Management & Administration) Rules 2014 in the prescribed Form No. MGT- 9is attached as

Annexure C

31. DETAILS AS REQUIRED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2016 dated June 30 2016 ("Amended Managerial RemunerationRules 2016").

A Statement giving the details required under COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2016 for the year ended March 31 2017 is attached as AnnexureD. The details required under COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2016 for the year ended March 31 2017 are provided in a separateannexure forming part of this Report. None of the employees listed in the said Annexure isrelated to any Director of the Company.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report are attached as Annexure E. 33.ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for the valuable guidanceand support received from RBI Securities and Exchange Board of India Registrar ofCompanies and other government and regulatory agencies and to convey their appreciation tocustomers bankers vendors and all other business associates for the continuous supportgiven by them to the Company. The Directors also place on record their appreciation of thecommitment commendable efforts team work and professionalism of all the employees of theCompany.

For and on behalf of the Board of Directors
Place: Himatnagar Harsh Gandhi Dilipkumar N. Gandhi
Date: May 29 2017 Whole-Time Director Managing Director

Declaration by the Managing Director

To

The Board of Directors

Nalin Lease Finance Limited

Gandhi Nursing Home Bldg

Dr Nalinkant Gandhi Road

Himatnagar -383001

Sub.: Declaration by the Managing Director under Para D of Schedule V of SEBI (LODR)Regulations 2015

I do hereby confirm that all the Board members and Senior Management Personnel of theCompany have affirmed compliance with the ‘Code of Conduct for Directors and SeniorManagement Personnel’ for the financial year ended March 31 2017.

For NALIN LEASE FINANCE LIMITED
DILIPKUMAR NALINKANT GANDHI
Date: May 29 2017 Managing Director
Place: Himatnagar DIN: 00339595

CEO/CFO certification

The Board of Directors

Nalin Lease Finance Limited

Himatnagar

Dear members of the Board

We Dilipkumar Nalinkant Gandhi Managing Director and Nikulkumar Kantibhai PatelChief Financial Officer of Nalin Lease Finance Limited to the best of our knowledge andbelief certify that:

1. We have reviewed the Balance Sheet Statement of Profit and Loss and Cash FlowStatement of the Company and all the notes on accounts and the Board’s report.

2. These statements do not contain any materially untrue statement or omit to state amaterial fact necessary to make the statements made in light of the circumstances underwhich such statements were made not misleading with respect to the period covered by thisreport.

3. The financial statements and other financial information included in this reportpresent in all material respects a true and fair view of the Company’s affairs thefinancial condition results of operations and cash flows of the Company as at and forthe periods presented in this report and are in compliance with the existing accountingstandards and / or applicable laws and regulations.

4. There are no transactions entered into by the Company during the year that arefraudulent illegal or violate the Company’s Code of Conduct and Ethics.

5. We are responsible for establishing and maintaining disclosure controls andprocedures and internal controls over financial reporting for the Company and we have:

a. Designed such disclosure controls and procedures or caused such disclosure controlsand procedures to be designed under our supervision to ensure that material informationrelating to the Company is made known to us by others within those entities particularlyduring the period in which this report is being prepared.

b. Designed such internal control over financial reporting or caused such internalcontrol over financial reporting to be designed under our supervision to providereasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with Generally AcceptedAccounting Principles (GAAP) in India.

c. Evaluated the effectiveness of the Company’s disclosure controls andprocedures.

6. We have disclosed based on our most recent evaluation of the Company’sinternal control over financial reporting wherever applicable to the Company’sauditors and the audit committee of the Company’s Board (and persons performing theequivalent functions):

a. that there are no significant changes in internal control over financial reportingduring the year;

b. that there are no significant changes in accounting policies during the year; and

7. We further declare that all Board members and senior management personnel haveaffirmed compliance with the Code of Conduct and Ethics for the year covered by thisreport.

Place: Himatnagar Mr. Dilipkumar N Gandhi Mr. Nikul K Patel
Date: 29/05/2017 Managing Director Chief Financial Officer