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Shri Niwas Leasing & Finance Ltd.

BSE: 538897 Sector: Financials
NSE: N.A. ISIN Code: INE201F01015
BSE LIVE 14:19 | 19 Sep 38.50 -2.00
(-4.94%)
OPEN

42.50

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42.50

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38.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 42.50
PREVIOUS CLOSE 40.50
VOLUME 11
52-Week high 42.50
52-Week low 38.50
P/E 148.08
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 38.50
Sell Qty 2489.00
OPEN 42.50
CLOSE 40.50
VOLUME 11
52-Week high 42.50
52-Week low 38.50
P/E 148.08
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 38.50
Sell Qty 2489.00

Shri Niwas Leasing & Finance Ltd. (SHRINIWASLF) - Director Report

Company director report

To

The Members

Shri Niwas Leasing and Finance Limited

The Directors have pleasure in presenting before you the 31st AnnualReport on thebusiness and operations of the Company alongwith the Audited Financial Statement for thefinancial year ended 31st March 2016.

1. FINANCIAL HIGHLIGHTS:

Financial Result of the Company for the year under review alongwith the figures forprevious year are as follows:

(IN Rs.)
Particulars 31st March 2016 31st March 2015
Gross Income 4572494 4560000
Profit/(Loss) after depreciation 504932 58181
Less: Contingent Provision for Standard (31345) --
Profit/(Loss) before tax 473587 58181
Less: Provision for Taxation
Current Tax (192703) (54733)
Previous Year Tax -- 24208
Deferred Tax 36678 36105
Profit/(Loss) after tax 317562 63761
Add: Balance brought forward from last year (89029) (152100)
Surplus available for appropriation 317562 63761
Less: Appropriations -- --
Transfer to Reserve Fund u/s 45IC of RBI (56177) (690)
Surplus carried to Balance Sheet 527133 209571

2. OPERATIONAL PERFORMANCE:

During the financial year 2015-16 the Company has recorded revenue of Rs. 4572494/-.The Company has earned net profit of Rs. 317562/- during the year as compared to profitRs. 63761/- in the last year. The Directors are optimistic about future performance ofthe Company.

3. TRANSFER TO RESERVES:

During the year under review Company has transferred Rs. 56177/- to the Reserves Fundfrom the profits of the Company in accordance with the provision of Section 45IC of theReserve Bank of India.

4. RBI GUIDELINES:

The Company continues to fulfill all the norms and standards laid down by the ReserveBank of India for the Non Banking Financial Company.

5. NBFC REGISTRATION:

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

6. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

7. DIVIDEND:

As the company kept the profits for investment in better projects it regret not torecommend any dividend. But the directors are hopeful better result in ensuring future.

8. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2016 was Rs.39970000/- The company has neither issued shares with differential rights as todividend voting or otherwise nor issued shares (including sweat equity shares) to theemployees or directors of the company under any scheme.

No disclosure is required under section 67(3) of the act in respect of voting rightsnot exercised directly by the employees of the company as the provisions of the saidsection are not applicable.

9. DEPOSITS:

During the year the Company has not invited/accepted any deposits under Companies Act2013.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

11. INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate withthe Size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit Function.

12. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provision of section 177(9) & (10) of the Companies Act 2013 theCompany has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company i.e.www.shriniwasleasingfinance.com

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. RE-APPOINTMENT OF DIRECTOR:

Mr. Surender Kumar Jain Director of the Company is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible offer himself for re-appointment.The Board of Directors recommends her re-appointment.

b. KEY MANAGERIAL PERSONNEL:

The following employees continue to act as whole-time key managerial personnel by theBoard of Directors during the year:

(i) Mr. Virendra Jain Managing Director

(ii) Mr. Upendra Mani Tripathi Company Secretary

c. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation.

The Independent Directors have submitted their disclosure to the board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 as well as SEBI (LODR)Regulations 2015.

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations'2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration Stakeholders' Relationship Committee and Risk Management Committees.

15. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director's Responsibility Statement:

In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed; The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review; The Directorshave taken proper & sufficient care of the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for prevention & detecting fraud & other irregularities; TheDirectors have prepared the accounts for the year ended 31st March 2016 on agoing concern basis.

The directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively. Thedirectors had devised proper system to ensure compliance with the provision of allapplicable laws and that such systems were adequate and operating effectively.

16. PARTICULARS OF EMPLOYEES

None of the employees was drawing in excess o the limits by the companies act 21013and rules made there under which needs to be disclosed in the Directors Report.

17. MEETINGS:

A. BOARD MEETINGS

The Board of Directors duly met six (6) times during the financial year from 1stApril 2015 to 31st March 2016.

There were 6 Board Meetings held during the year ended March 31 2016.

S. No. Date of Board Meeting
1 18th May 2015
2 8th August 2015
3 3rd November 2015
4 7th December 2015
5 30th January 2016
6 20th February 2016

The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (LODR) Regulations 2015 / Companies Act 2013. The composition ofthe Board of Directors their attendance at Board Meetings and last Annual General Meetingis as under:

Name of Director Designation Category Number of Board Meetings during the year Attendance of Last AGM
Held Attended
Mr. Virendra Jain Managing Director Executive & Non Independent 6 6 Yes
Mr. Surender Kumar Jain Director Non Executive & Non Independent 6 6 Yes
Mrs. Babita Jain Director Non Executive & Non Independent 6 6 Yes
Mr. Ramesh Kumr Director Non Executive & Independent 6 6 Yes
Mr. Deepu Jain Director Non Executive & Independent 6 6 Yes
Mr. Anil Director Non Executive & Independent 6 6 Yes

B. COMMITTEE MEETINGS

(i) AUDIT COMMITTEE:

The Audit Committee comprises four members of which three including Chairman of theCommittee are Independent Director. During the Year Four Audit Committee Meeting wereconvened and held.

Meetings of the Committee:

The Committee met 4 times on 18th May 2015 8th August 2015 3rdNovember 2015 & 30th January 2016 during the financial year ended March31 2016.

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

The Statutory Auditor Internal Auditor and Executive Directors/Chief Financial Officerare invited to the meeting as and when required.

Composition of the Audit Committee and their attendance at the meeting:

Name of Members Category/Designation No. of Meetings
Held Attended
Mr. Anil Chairman 4 4
Mrs. Babita Jain Member 4 4
Mr. Deepu Singh Member 4 4
Mr. Ramesh Kumar Member 4 4

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises four members of which threeincluding Chairman of the Committee are Independent Director. During the Year TwoNomination & Remuneration Committee Meetings were convened and held. Meetings of theCommittee:

The Committee met 2 times on 7th August 2015 and 23rd February 2016 during thefinancial year ended March 31 2016.

The Minutes of the Meetings of the Nomination & Remuneration Committee arediscussed and taken note by the board of directors.

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

Name of Members Category/Designation No. of Meetings
Held Attended
Mr. Anil Chairman 2 2
Mrs. Babita Jain Member 2 2
Mr. Deepu Singh Member 2 2
Mr. Ramesh Kumar Member 2 2

(iii) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee comprises four members of which threeincluding Chairman of the Committee are Independent Director. During the Year TwoStakeholders' Relationship Committee Meetings were convened and held.

Scope of the Committee:

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

Meetings of the Committee:

The Committee met 2 times on 6th June 2015 & 17th March2016 during the financial year ended March 31 2016.

The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussedand taken note by the board of directors.

Composition of the Stakeholders' Relationship Committee and their attendance at themeeting:

Name of Members Category/Designation No. of Meetings
Held Attended
Mr. Anil Chairman 2 2
Mrs. Babita Jain Member 2 2
Mr. Deepu Singh Member 2 2
Mr. Ramesh Kumar Member 2 2

Compliance Officer:

NAME OF THE COMPLIANCE OFFICER Mr. Upendra Mani Tripathi
CONTACT DETAILS 22 Rajindra Park New Delhi- 110060.
E- MAIL ID shriniwas.limited@gmail.com

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members of which two including Chairmanof the Committee are Independent Director. During the Year Two Risk Management CommitteeMeeting were convened and held.

Scope of the Committee:

The Committee constituted to understand and assess various kinds of risks associatedwith the running of business and suggesting/implementing ways and means foreliminating/minimizing risks to the business of the Company and periodic review of themanagement control procedures/tools used to mitigate such risks.

Meetings of the Committee:

The Committee met 2 times on 25th July 2015 and 18th February2016 during the financial year ended March 31 2016.

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

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

Name of Members Category/Designation No. of Meetings
Held Attended
Mr. Anil Chairperson 2 2
Mr. Babita Jain Member 2 2
Mr. Deepu Singh Member 2 2

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liability Management Committee of the Board was comprises three members ofwhich one including Chairman of the Committee are Independent Director

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

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

• The ALCO should actively monitor the company's liquidity profile and should havesufficiently broad representation across major internal functions that can be directlyinfluence the company's liquidity risks profile (e.g. lending investment securitieswholesale and retail funding).

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

Meetings of the Committee:

The Committee met 4 times on 12th April 2015 28th September 2015 11th October 2015and 8th February 2016 during the financial year ended March 31 2016.

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

Composition of Asset Liability Management Committee and their attendance at themeeting:

Name of Members Category/Designation No. of Meetings
Held Attended
Mr. Ramesh Kumar Chairperson 4 4
Mr. Virendra Jain Member 4 4
Mrs. Babita Jain Member 4 4

(vi) INVESTMENT COMMITTEE

The Investment Committee of the Board was comprises three members of which oneincluding Chairman of the Committee are Independent Director

Meetings of the Committee:

The Committee met 4 times on 17th April 2015 25th August 201517th December 2015 & 21st March 2016 during the financial yearended March 31 2016.

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

Name of Members Category/Designation No. of Meetings
Held Attended
Mr. Ramesh Kumar Chairperson 4 4
Mr. Virender Jain Member 4 4
Mrs. Babita Jain Member 4 4

C. SHARE HOLDER MEETINGS

There is only one Share Holder Meeting (Annual General Meeting) held on 8thSeptember 2015.

18. CREDIT RATING:

The Directors of the Company are also happy to report that the Company get itsmembership Certificate from all four CICs i.e Credit Information Bureau (India) Limited(CIBIL) Equifax Credit Information Services Private Limited (ECIS) Experian CreditInformation Company of India Pvt Ltd CRIF High Mark Credit Information Services Pvt Ltd.A sound rating/upgrade in a challenged business environment speaks volumes about theCompany's performance and its systems & processes.

19.VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board has approved the Whistle Blower Policy a mechanism for employees to reportto the management concerns about unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct. The mechanism also provide for adequatesafeguards against victimization of employees who avail of the mechanism and also providefor direct access to the Chairman of the Audit Committee in exceptional cases. During theyear under review no personnel has been denied access to the audit committee. The Companyhas adopted a formal Vigil Mechanism/ Whistle-blower policy. The approved policy isavailable on the Company's website www.shriniwasleasingfinance.com.

20.EXPOSURE TO REAL ESTATE:

The Company has given Interest bearing loan to the Suncity Projects Pvt. Ltd. of Rs.42115244/-.

21.AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are selfexplanatory and need no comments.

22.AUDITORS:

a. STATUTORY AUDITORS:

To Appoint auditor M/s Sanjeev Gaurav & Associates Chartered Accountants asStatutory Auditors of the company for a period of 4 years commencing from the conclusionof this Annual General Meeting till the conclusion of 35th Annual GeneralMeeting subject to ratification at every Annual General Meeting on such remuneration asmay be fixed in this behalf by the Board of Directors of the Company.

A Certificate from the Auditors has been received to the effect that their appointmentif made would be within the limits prescribed under section 141(3)(g) of the CompaniesAct 2013 and that they are not disqualified to be appointed as statutory auditors interms of the provisions of the proviso to section 139(1) section 141(2) and section141(3) of the companies Act 2013 and the provisions of Companies (Audit and Auditors)Rules 2014.

b. AUDITORS' REPORT:

The Auditors' Report is annexed herewith marked as Annexure-I and forms part of theAnnual Report.

23.SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed M/s SAS & Associates Company Secretaries to hold theoffice of the Secretarial Auditors and to conduct the Secretarial Audit and theSecretarial Audit Report is annexed herewith marked as Annexure-II to this report in FormNo MR-3 which is self explanatory and need no comments.

24. APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Deepak Tyagi as an Internal Auditor of the Company forthe F.Y. 2015-16. Mr. Deepak Tyagi placed the internal audit report to the Company whichis self explanatory and need no comments.

25. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2015-16 is being attached withthe Directors report in Form No MGT-9 marked as Annexure-III.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the year 2016 isannexed herewith to the Financial Statements in Form No AOC-2 27. LISTING OFSHARES:

The shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and DSELimited (DSE) but as per SEBI circular WTM/PS/45/MRD/DSA/NOV/2014 dated 19thNovember 2014 DSE has been derecognized as Stock Exchange.

28. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No INE201F01015 has been allotted for the Company. Therefore investorsmay 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 March2015 and balance 11.01% is in physical form.

29. NON BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS 1998:

Pursuant to the Non Banking Companies's Auditors's Report (Reserve Bank) Directions1998 a report from the Statutory Auditors to the BOARD OF DIRECTORS' has been received byyour company. This report has certified that the company has certified with all thedirections and prudential norms as prescribed under the RBI ACT 1934.

30. CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures:

particulars (IN %)
Tier-I Capital 90.71
Tier-II Capital 0.28
Total 90.99

31. 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 iswithin the prescribed limit that the paid up Share Capital of the Company is Rs.39970000/- (Rupees Three Crore Ninety Nine Lakh Seventy Thousand Only) and Net worth isRs. 40124207/- (Rupees Four Crore One lakh Twenty Four Thousand Two Hundred SevenOnly).

32. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is a part of Corporate Governance ReportHence applicability of this report is also not applicable to the Company.

33. NON ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during thefinancial year 2015-16 and hence there are no defaults in repayment of amount of principleand interest as on the date of Balance Sheet.

34. HEALTH SAFETY AND ENVIRONMENT PROTECTION:

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

35. 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 requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16. The policy is available on the website of the company i.e.www.shriniwasleasingfinance.com

No of complaints received : 0
No of complaints disposed off : N.A.

36. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is provided elsewhere in this Annual Report inManagement Discussion and Analysis.

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

The Company being a Non-Banking Finance Company (NBFC) does not have anymanufacturing activity. The directors therefore have nothing to report on‘conservation of energy technology absorption'. During the year under review therehas been no foreign exchange earnings and outgo.

38. ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance. The Directors wish to place on record their appreciationof the commendable work done dedication and sincerity by all the employees of the Companyat all levels during the year under review. The Company will make every effort to meet theaspirations of its shareholders and wish to sincerely thank them for their whole heartedco-operation and support at all times.

For and on behalf of the Board of Directors
Place: New Delhi Virendra Jain
Date: 26.05.2016 Chairman & Managing Director
DIN: 00530078