Abhinav Leasing & Finance Ltd.

TO THE MEMBERS

To

The Members

Abhinav Leasing and Finance Limited

Your Directors have pleasure in presenting the Annual Report of the Company togetherwith the Audited Accounts for the financial year ended March 31^st 2017.

FINANCIAL RESULTS

COMPANY'S PERFORMANCE

Even though the provisions of Companies Act 2013 regarding corporate socialresponsibility are not attracted to the company yet the company has been indulged in theenhancement of shareholder value through sound business decisions prudent to financialmanagement and high standard of ethics throughout the organization.

DIVIDENDS

The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2016-17.

RESERVES

The Company has not transferred any sum to Reserve for the financial year ended on 31stMarch 2017.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March 2017 was Rs.499.80 Lakhs@ Rs. 1 per share. The Company not issued shares with differential voting rights norgranted stock options nor sweat equity.

DEPOSITS

During the year under review the Company has not accepted any deposit falling withinthe meaning of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal Audit functions reports to the Chairman of theAudit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of Internalcontrol systems in the company. It's compliances with operating systems accountingprocedure and policies at all locations of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 134 (3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology absorption and Foreign Exchange earnings and outgo is annexed in "Annexure A" herewith and forming part of this report.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all level.

DIRECTORS

Mr. Rabinder Gupta (DIN 06568197) is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for reappointment.

Ms. Mamta Agarwal was appointed as an Additional Director of the Company by the Boardof Directors with effect from 10^th August 2017 on the Board of the Company.The Company has received a notice in writing from a shareholder along with the requisitedeposit as required under Section 160 of the Companies Act 2013 signifying hercandidature for the office of Director.

Appointment of Ms. Mamta Agarwal as a Managing Director

The Board of Directors of the Company in its meeting held on 29^th September2017 has appointed Ms. Mamta Agarwal as Managing Director on honorary basis for a periodof 5 (Five) years commencing from the date of the Meeting.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 06 (Six) Board Meetings and 4 (Four) Audit Committee Meetings were convened andheld. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

During the year April 01 2016 to March 31 2017 the board of directors met 6 times30/05/2016 13/08/2016 01/09/2016 12/11/2016 13/02/2017 and 23/02/2017.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking FinanceCompany vide Registration No. B-14.02146 Dated 21^st November 2000. YourCompany is categorized as a Non-deposit taking Non-Banking Financial Company. The Companyhas not accepted any deposit from the public during the year pursuant to the provisions ofSection 73 of Companies Act 2013.

COMPLIANCE WITH RBI GUIDELINES

Your Company has complied with all the regulations of Reserve Bank of India as on 31stMarch 2017; applicable to it as Non-Deposit taking Non-Banking Finance Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors report as under:

a) That in the preparation of the annual accounts the applicable accounting standardshave been followed.

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 or loss of the company for that period.

c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.

f) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

RELATED PARTIES TRANSACTIONS

There are no materially significant related party transactions made by the Company withthe Promoters Key Management Personnel or other designated persons which may havepotential conflict with interest of the Company at large.

SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2017 the Company has Wholly Owned Subsidiary namely:-

• Humaila Real Estate Limited incorporated on 01.03.2017

• Panthini Construction Limited incorporated on 02.03.2017

CONSOLIDATED FINANCIAL STATEMENT

As Consolidated Accounts of its subsidiaries for the year ended 31^st March2017 is not applicable as the new Subsidiary company is incorporated on 01.03.2017 and02.03.2017 as the time limit of maintaining annual account of subsidiaries is not exceedas per companies act 2013 .

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS)REGULATIONS 2015

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2^ndSeptember2015of Securities and Exchange Board of India (Listing Obligations And DisclosureRequirements) Regulations 2015 the Paid up equity capital as on the last day of previousfinancial year i.e. on 31^st March 2017 was Rs. 49980000 and Net Worth was Rs.55402071.

Therefore in terms of the said circular the compliance with the corporate governanceprovisions as specified in Regulations 17 18 19 20 2122 23 24 25 26 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV shall not apply in our Company.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company duly constituted by the following members:-

i) Mr. Malikhan Singh yadav*

ii) Mr. Rabinder Gupta

iii) Mr. Himanshu Agarwal

*Chairman of the Audit Committee

No sitting fees have been paid to any director during the year. The remuneration paidto all Key management Personnel was in accordance with remuneration policy adopted by thecompany.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination And Remuneration Committee of the Company duly constituted by thefollowing members:-

i) Mr. Himanshu Agarwal*

ii) Mr. Rabinder Gupta

iii) Mr. Malikhan Singh yadav

*Chairman of the Nomination and Remuneration Committee

No sitting fees have been paid to any director during the year. The remuneration paidto all Key management Personnel was in accordance with remuneration policy adopted by thecompany.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company duly constituted by thefollowing members:-

i) Mr. Malikhan Singh yadav*

ii) Mr. Rabinder Gupta

iii) Mr. Himanshu Agarwal

*Chairman of the Stakeholders Relationship Committee

No sitting fees have been paid to any director during the year. The remuneration paidto all Key management Personnel was in accordance with remuneration policy adopted by thecompany.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode requires pre-clearance for dealing in the Company's shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with thecode.

AUDITORS REPORTS/ SECRETARIAL AUDIT REPORTS:

M/S MOON AND COMPANY CHARTERED ACCOUNTANT (FRN 0024693N) who have been the StatutoryAuditors of the Company retire at the conclusion of this Annual General Meeting and beingeligible offer themselves for re- appointment.

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S K S MANISH & ASSOCIATES COMPANY SECRETARY IN WHOLE TIME PRACTICE toundertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure B".

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31^ST March 2017

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as "ANNEXURE C"

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.

PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act 2013 read with Companies(Particulars of Employees) Rules 1975 are given in the statement which from a part ofthis report. However as per the provisions of section 136 of the Companies Act 2013 thereport and accounts are being sent to all shareholders of the Company excluding theaforesaid information. Any shareholder interested in obtaining a copy of the particularsmay write to the Company's Registered Office.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toBSE where the Company's Shares are listed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered bythe employees of the Company. They are grateful to shareholders bankers depositorscustomers and vendors of the company for their continued valued support. The Directorslook forward to a bright future with confidence

CAUTIONARY STATEMENT

The statements contained in the Board's Report contain certain statements relating tothe future and therefore are forward looking within the meaning of applicable securitieslaws and regulations.

Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.

ANNEXURE "A" TO THE DIRECTORS' REPORT

Information pursuant to the Companies (Accounts) Rules 2014.

i) Conservation of Energy

The operations of your Company do not consume high levels of energy. Adequate measureshave been taken to conserve by using energy efficient computers and equipment.

ii) Technology Absorption

1. Specific areas in which R & D carried out are as follows:

a. Review of the existing courses and evaluation of feasibility of the new courses tobe launched and estimating the costing thereof.

b. Providing technical support on existing products.

2. Benefits derived as a result of the above R & D

As a result the organisation is being able to implement current courses.

3. Expenditure on R & D : NIL

iii) Foreign Exchange Earnings & Outgo

There were no foreign exchange earnings as well as outgo of the Company during the yearunder report.

ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for assistance andCo-operation received from the financial institutions Government Authorities CustomersVendors and Members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services of executives staffand workers of Company.