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Ascom Leasing & Investments Ltd.

BSE: 535350 Sector: Financials
NSE: ASCOM ISIN Code: INE08KD01015
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Ascom Leasing & Investments Ltd. (ASCOM) - Director Report

Company director report

To

The Members of

Ascom Leasing & Investment Limited

The Board of Directors of your company are pleased to present theThirty-Fifth (35 th) Annual Report on the business and operations of theCompany italicizing the progress and growth achieved during the year along with AuditedFinancial Statements with Auditors' Report thereon Secretarial Auditor's Report for theFinancial Year ended 31st March 2022.

The Financial highlights are as follows:

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year endedon 31st March 2022 is as follows:

Particular As on 31st March2022 (In Lakh) As on 31stMarch 2021 (In Lakh)
Revenue from Operations 1244.63 1069.60
Other Income - -
Total Income 1244.63 1069.60
Total Expenses 597.93 430.25
Profit Before Tax 646.70 639.36
Extraordinary Items - 0.61
Less: Income Tax (Current Year) 159.39 159.85
Less: Deferred Tax - -
Less: Previous Year Tax - -
Profit/(Loss) after tax 487.30 478.89

The Company has prepared the financial statements in accordance withthe generally accepted accounting principles in India ('Indian GAAP') to comply in allmaterial respects with the notified Accounting Standards ('AS') under section 133 of theCompanies Act 2013 ('the Act') read with rule 7 of the Companies (Accounts) Rules 2014and the Companies (Accounting Standards) Amendment Rules 2016. Further the companyfollows the statutory requirements circulars and guidelines issued by the Reserve Bank ofIndia (RBI) for Non-Banking Financial Companies (NBFC) from time to time to the extentthey have an impact on the financial statements and current practices prevailing in India.

2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

The management of the Company is putting their best efforts to improvethe performance of the Company. During the year the Company has generated the totalRevenue of Rs. 1244.63 Lakhs in comparison to Rs. 1069.60 Lakhs in the previous year. Thetotal expenses for the period under review was Rs.597.93 Lakhs and Company has earned theNet profit (after tax) of Rs. 487.30 Lakhs

The Company's Capital Adequacy Ratio calculated in line with theReserve Bank of India ('RBI') directions for Non-Banking Financial Companies ('NBFCs')which is well above the minimum regulatory requirement.

3. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of Business of the Company duringthe financial year.

4. SHARE CAPITAL AND DEBT STRUCTURE

During the Financial Year 2021-22 there were no changes in the CapitalStructure of the Company. The Authorized Share Capital of the Company is Rs. 150000000divided into 15000000 Equity Shares of Rs. 10/- each. The Subscribed Issued andPaid-up Capital of the Company is Rs. 78094530 divided into 7809453 Equity Shares ofRs.10/- each.

a) Bonus Issue

As per Section 63 of Companies Act 2013 and rule 14 of Companies(Share Capital and Debenture) Rules 2014 during the period under review your Companyhas not issue bonus shares.

b) Issue of equity shares with differential rights

As per Section 43(2) of Companies Act 2013 and rule 4 (4) of Companies(Share Capital and Debentures) Rules 2014 during the period under review your Companyhas not issued equity shares with differential rights.

c) Issue of sweat equity shares

As per Section 54 of Companies Act 2013 and rule 8 (13) of Companies(Share Capital and Debentures) Rules 2014 during the period under review your Companyhas not issued Sweat equity shares.

d) Issue of employee stock options

As per Section 62(1)(b) of Companies Act 2013 and rule 8 (13) ofCompanies (Share Capital and Debentures) Rules 2014 during the period under review yourCompany has not issued Sweat equity shares.

e) Provision of money by Company for purchase of its own shares byemployees or by trustees for the benefit of employees

As per Section 68 of Companies Act 2013 and rule 16 (4) of Companies(Share Capital and Debentures) Rules 2014 there are no voting rights exercised directlyor indirectly by the employees in respect of shares held by them.

5. DIVIDEND

The Board of Directors has not recommended any dividend for thefinancial year ended on 31st March 2022. Since the Board have considered it financiallyprudent in the long-term interest of the Company to re-invest the profits into thebusiness of the Company to build a strong reserve base and grow the business of theCompany.

6. TRANSFER TO RESERVES

During the year the Company has transferred Rs. 97.46 Lakhs (20% ofthe profits are required to be transferred to a Statutory/Special Reserve Account.) to thestatutory Reserve as per Section 45IC of the Reserve Bank of India Act 1934

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

The provisions of Section 125(2) of the Companies Act 2013 do notapply as there was no dividend declared and paid last year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments were recordedduring the financial year which materially affects the financial position of the Companytill the date of this report.

9. DEPOSIT

The Company being non-deposit taking NBFC has not accepted anydeposits from the public during the year under review.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THECOMPANIES ACT 2013

The company has complied with the provisions of sections 186 of theCompanies Act 2013 in respect of grant of loans. However the Company has not made anyinvestments or granted any guarantees or securities during the year the particulars ofloans guarantees and investments have been disclosed in the financial statements whichalso form part of this report.

11. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or AssociateCompany; hence provisions of Section 129(3) of the Companies Act 2013 relating topreparation of consolidated financial statements are not applicable.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company's vision on CSR is that the Company being a responsibleCorporate Citizen would continue to make a serious endeavor for a quality value additionand constructive contribution in building a healthy and better society through its CSRrelated initiatives and focus on education environment health care and other socialcauses.

As per the provisions of Section 135 of the Companies Act 2013 readwith rules framed thereunder certain class of companies is required to spend 2% of itsaverage net profit during 3 preceding years on CSR activities. It also provides forformation of CSR committee of the Board. The rules prescribe the activities qualify underCSR and the manner of spending the amount.

The disclosures related to CSR activities pursuant to Section 134(3) ofthe Companies Act 2013 read with Rule 9 of Companies (Accounts) Rules 2014 and Companies(Corporate Social Responsibility) Rules 2014 is annexed hereto and form part of thisreport as "Annexure I"

13. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION- FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) of the CompaniesAct 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith at"Annexure No. II"

14. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed proper and adequate Internal FinancialControl System which ensures that all the assets are safeguarded and protected and thetransactions are authorized recorded and reported correctly. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved. A report on the Internal Financial Controls under clause (i) of sub-section 3 ofsection 143 of the Companies Act 2013 as given by the Statutory Auditors of the Companyforms part of Independent Auditor's Report on Financial Statements.

To further strengthen the internal control process the Company hasdeveloped the very comprehensive compliance management tool to drill down theresponsibility of the compliance from top management to executive.

15. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT. 2013

The information required under Section 197 & Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is givenbelow-

Name of the Director / Employee Tushar Rohitbhai Pandya Rupalben Tushar Pandya Rohitkumar Balvantrai Pandya Sweta Vipinchandra Shah
Designation Managing Director Whole Time Director Whole Time Director Chief Financial Officer
Remuneration received 99.60 84.96 48 4.45
Nature of employment whether contractual or otherwise As per the re held on 27th solution passec uly 2019 in Extra Ordinary General Meeting
Date of commencement of employment 16.03.2015 03.03.2015 02.05.2015 24.06. 2019
The Date of Birth/Age of such employee 15 th May 1977 8th May 1978 28th April 1949 41 years
The last employment held by such employee before joining the Company NA NA NA NA
The percentage of equity shares held by the employee in the Company 51.28% 14.59% 0.77% 0.77
Whether any such employee is a relative of any director Yes Yes Yes No

a) The ratio of the remuneration of each director to the medianremuneration of the employees of the company for the financial year- NA

b) Percentage increase in the median remuneration of employees in thefinancial year2021-22: NIL

c) Number of permanent employees on the rolls of the Company as onMarch 31 2022: 25 (Twenty Five).

d) Average percentile increase made in the salaries of employees otherthan key managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:NIL

e) There is no employee covered under the provisions of section 197(14)of the Companies Act 2013.

There was no employee in the Company who drew remuneration of Rs.10200000/- per annum during the period under review. Hence the Company is not requiredto disclose any information as per Rule 5(2) of the Companies (Appointment andRemuneration) Rules 2014.

16. MANAGEMENT DETAILS/ INFORMATION

> Directors &Key Managerial Personnel of the Company

There were no changes in the Composition of Board of Directors of theCompany. Following are the Details of Directors and Key Managerial Personnel of theCompany.

S.No. Name of the Director Designation
1 Mr. Tushar Rohitbhai Pandya Managing Director
2 Mrs. Rupalben Tushar Pandya Wholetime Director
3 Mr. Rohitkumar Balvantrai Pandya Wholetime Director
4 Ms. Sweta Vipinchandra Shah Chief Financial Officer
5 Mrs. Shweta Aggarwal* Company Secretary
6 Mr. Ketanbhai Dhanjibhai Lakhani Independent Director
7 Ms. Jayshriben Rajendra Pathak Independent Director
8. Mr. Pradeep Champaklal Wadiwala Independent Director

Mr. Hemant Kumar Company Secretary and Compliance Officer of theCompany was resigned from the said post with effect from 4th March 2022 due tohis personal reasons and in place of him Company has appointed Mrs. Shweta Aggarwal asCompany Secretary and Compliance Officer of the Company w.e.f. 4th March 2022.

> Directors seeking appointment and re-appointment

In accordance with the provisions of Sections 152 and other applicableprovisions of the Companies Act 2013 one-third of such of the Directors as are liable toretire by rotation shall retire every year and if eligible offer himself forre-appointment at every Annual General Meeting. Consecutively Mr. Rohitkumar BalvantraiPandya Whole Time Director will retire by rotation at the conclusion of Annual GeneralMeeting.

The Board recommended his reappointment for the consideration of themembers of the Company at the ensuing Annual General Meeting.

> Independent Directors and Declaration by Independent Director(s)

In accordance with the provisions of Section 149 of the Companies Act2013 ("the Act") the independent directors have submitted declarations thateach of them meet the criteria of independence as provided in Section 149(6) of the Actalong with Rules framed thereunder and Regulation 16(1)(b) of the SEBI ListingRegulations. The Independent Directors of the Company fulfill the conditions specified inthe Act and the Rules made there under for the appointment as Independent Directors.

> Board Evaluation

The Board the Committees of the Board and independent directorscontinuously strive for efficient functioning of Board and its committees and bettercorporate governance practices. The performance of the Board of Directors and itsCommittees were evaluated on various parameters such as structure compositionexperience performance of specific duties and obligations quality of decision making andoverall effectiveness. The performance of individual Directors was evaluated onparameters such as meeting attendance participation and contribution and independentjudgment.

A separate meeting of Independent Directors was called up for theevaluation of the performance of non-independent Directors the Board as a whole andperformance of the Chairman was evaluated. The Board takes note of all the observationsand feedbacks during the evaluation process.

17. MEETINGS OF THE BOARD

The Company prepares the schedule of the Board Meeting in advance toassist the Directors in scheduling their program. The agenda of the meeting is circulatedto the members of the Board well in advance along with necessary papers reportsrecommendations and supporting documents so that each Board member can activelyparticipate on agenda items during the meeting.

The Board met Six (06) times during the Financial Year 2021-2022. TheBoard Meetings were held of the Company as follow:

• 19.04.2021

• 15-05-2021

• 29.06.2021

• 01.09.2021

• 11.11.2021

• 04.03.2022

The maximum interval between any two meetings did not exceed 120 days.Following are details of meetings attended by each Directors of Company:

S. No Name of the Director No of board Meetings held during the year during his/her tenure as Director No. of Meetings attended during the year
1. Mr. Tushar Rohitbhai Pandya 6 6
2. Mrs. RupalbenTushar Pandya 6 6
3. Mr. Rohitkumar Balvantrai Pandya 6 6
4. Mr. Ketanbhai Dhanjibhai Lakhani 6 6
5. Ms. Jayshriben Rajendra Pathak 6 6
6. Mr. Pradeep ChampaklalWadiwala 6 6

The 34rd Annual General Meeting of the Company was held on25th September 2021.

18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE AND OTHERMATTERS PROVIDED UNDER SECTION 178 (3)

The Company has in place a Nomination & Remuneration Committee inaccordance with the requirements of the Companies Act 2013.

The Committee has formulated a policy on Director's appointment andremuneration including recommendation of remuneration of the key managerial personnel andother employees composition and the criteria for determining qualifications positiveattributes and independence of a Director and the policy is available on the website ofthe Company i.e. www.ascomfinance.com

19. CONSTITUTION OF VARIOUS COMMITTEES& ITS MEETING

The Board committees play a crucial role in the governance structure ofthe Company and have been constituted to deal with specific areas/ activities whichconcern the Company and need a closer review. The Board committees are set up under theformal approval of the Board to carry out clearly defined roles which are considered tobe performed by the members of the Board as a part of good governance practice. Alldecisions and recommendations of the committees are placed before the Board forinformation or for approval. The minutes of the meetings of all the committees are placedbefore the Board for their review.

The Board of Ascom Leasing & Investment Limited currently has 4(Four) Committees:

1. Audit Committee(AC)

2. Nomination and Remuneration Committee(NRC)

3. Stakeholder's Relationship Committee(SRC)

4. Corporate Social Responsibility Committee(CSR).

The major terms of reference of the Committees its composition andnumber of meetings held during the year ended March 31 2022 are as follows:

> AUDIT COMMITTEE

The Board of Directors of the Company has constituted Audit Committeeunder Section 177 of the Companies Act 2013. The Composition of the Audit Committee as onthe date of the Report is as follows:

u 6 2 Name of the Director DIN Designation in the Committee
1 Pradeep Champaklal Wadiwala 08490596 Chairman
2 Ketanbhai Dhanjibhai Lakhani 07098256 Member
3 JayshribenRajendra Pathak 08490562 >Member
4. Rohitkumar Balvantrai Pandya 06400619 -Member

Meetings of the Audit Committee

During the year the Audit Committee met 3 (Three) times. The date ofthe meetings held during the year ended March 31 2022 are:

• 29.06.2021

• 01.09.2021

• 11.11.2021

Following are details of meetings attended by each Directors/ Member ofAudit Committee:

S.No. Date of Meeting Total Number of members of the Committee associated as on the date meeting Attendance
Number of Members entitled to Attend No. of Members Attended
1. 29.06.2021 4 4 4
2. 01.09.2021 4 4 4
3. 11.11.2021 4 4 4

In case any person requires more information/ details regarding theAudit Committee the person may access the Company's website at the link:www.ascomfinance.com

> NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3)of the Companies Act 2013 The major termsof reference of the Nomination and Remuneration Committee are as follows:.

• Identification of persons qualified to become directors and beappointed in senior management in accordance with the criteria laid down recommend to theBoard their appointment and removal;

• Formulation of the criteria for determining qualificationspositive attributes and independence of a director;

• Specifying the manner for effective evaluation of performance ofBoard its committees and individual directors; Recommending to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.

Nomination & Remuneration Policy is uploaded on the website of theCompany i.e. at www.ascomfinance.com.

Composition of Nomination & Remuneration Committee as on the dateof the report:

u 6 2 Name of the Director DIN * Designation in the Committee _
1. Pradeep ChampaklalWadiwala 08490596 Chairman
2. KetanbhaiDhanjibhai Lakhani 07098256 Member
3. JayshribenRajendra Pathak 08490562 Member

Meetings of the Nomination & Remuneration Committee

During the year the Nomination and Remuneration Committee met 2 (Two)times. The date of the meetings held during the year ended March 31 2022 are:

• 01.09.2021

• 04.03.2022

Following are details of meetings attended by each Directors/ Member ofNomination & Remuneration:

S.No. Date of Meeting Total Number of members of the Committee associated as on the date meeting Attendance
Number of Members entitled to Attend No. of Members Attended
1. 01.09.2021 3 3 3
2. 11.11.2021 3 3 3

Nomination & Remuneration Policy is placed at the website of theCompany i.ewww.ascomfinance.com.

> STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

The Board of Directors of the Company has constituted StakeholdersRelationship Committee under Section 178 of the Companies Act 2013.

The major terms of reference of the Stakeholders Relationship Committeeinclude:

• Consideration & Resolution of the grievances of securityholders of the Company;

• Reviewing of Transfer / Transmission requests / Demat / Rematrequests of the security shareholders and issuance of duplicate share certificate if any

Composition of the Stakeholders Relationship Committee as on the dateof the report:

Sr. Name of the Director DIN Position in the
No. Committee
1 Pradeep ChampaklalWadiwalal 08490596 Chairman
2 TusharRohitbhai Pandya 03264783 Member
3 RohitkumarBalvantrai Pandya 06400619 Member .

Meetings of the Stakeholders Relationship Committee

During the year the Stakeholders Relationship Committee met 4 (Four)times. The date of the meetings held during the year ended March 31 2022 are:

• 07.04.2021

• 09.07.2021

• 16.10.2021 • 10.01.2022

Following are details of meetings attended by each Directors/ Member ofStakeholders Relationship Committee:

S.No. Date of Meeting Total Number of members of the Committee associated as on the date meeting Attendance
Number of Members entitled to Attend No. of Members Attended
1. 07.04.2021 4 4 4
2. 09.07.2021 4 4 4
3. 16.10.2021 4 4 4
4. 10.01.2022 4 4 4

> CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of Directors of the Company has constituted Corporate SocialResponsibility Committee under Section 135 of the Companies Act 2013.

Sr. No. Name of the Director DIN Position in the Committee
1 KetanbhaiDhanjibhai Lakhani 07098256 Chairman
2 TusharRohitbhai Pandya 06396751 Member
3 RupalbenTushar Pandya 06396751 Member

Meetings of the Corporate Social Responsibility Committee: Please referAnnexure I attached with the Board Report"

> INDEPENDENT DIRECTORS MEETING

The Independent Directors played active role in Board as well ascommittee meetings in which they are members. Keeping in view the provisions the meetingof Independent Directors held on 31st March 2022 without the presence ofNon-Independent Directors and members of the Management. They reviewed the performance ofNon-Independent Directors and the Board as a whole the performance of the Chairman of theCompany taking into account the views of Executive Director and Non- Executive Directorsand assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform its duties.

The Independent Directors expressed satisfaction over theperformanceand effectiveness of the Board individual Non- Independent Directors and the Chairman.

As per the provisions of the Companies Act 2013 read with Schedule IVfollowing are the Independent Directors of the Company.

Sr. No. Name of member DIN
1. Mr. KetanbhaiDhanjibhai Lakhani 07098256
2. Ms. JayshribenRajendra Pathak 08490562
3. Mr. Pradeep ChampaklalWadiwala 08490596

20. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable clauses of SecretarialStandards i.e. SS-1 and SS-2 on Meetings of the Board of Directors and General Meetingsrespectively issued by the Institute of Company Secretaries of India.

21. LISTING

Currently the Equity Shares of the Company are listed on SME platformof National stock exchange (NSE) and there are no arrears on account of payment of ListingFees to the Stock Exchange.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year there were no contracts or arrangements with relatedparties covered under Section 188 of Companies Act 2013. Moreover the Company had notentered into any contract/arrangement/transaction with related parties which could beconsidered material in accordance with the provisions of Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is attached as Annexure-III applicable.

The Policy on dealing with related party transactions as approved bythe Board may be accessed on the Company's website at the link www.ascomfinance.com.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Section 177(9) of the Companies Act 2013 theCompany has established a "Vigil Mechanism" incorporating whistle blower policyin terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 foremployees and Directors of the Company for expressing the genuine concerns of unethicalbehavior actual or suspected fraud or violation of the codes of conduct by way of directaccess to the Chairman/ Chairman of the Audit Committee.

As per the provisions of Companies Act 2013 every Listed Companyshall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance ofthe provisions of Section 177(9) & (10) of the Companies Act 2013 a vigil mechanism/whistle blower policy for Directors and employees to report genuine concerns has beenestablished and approved by Board.

The Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting highest standards of professionalismintegrity and ethical behaviour.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed onthe Company's website at the link: www.ascomfinance.com.

The following is a summary of Protected Disclosures received anddisposed off during the year 202122:

No. of Protected Disclosures received : NIL

No of Protected Disclosures disposed off : NIL

The Audit Committee oversee the Vigil Mechanism of the Company. Theemployees of the Company have the right to report their concern/grievance to the AuditCommittee constituted by the Board of Directors to oversee the Vigil mechanism.

The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS ORCOURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There was no significant order was passed by any regulatory authorityor court or tribunal.

25. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134f3)fc):

Pursuant to section 134(5) of the Companies Act 2013 the board ofDirectors to the best of their knowledge and ability confirm that: -

a. in the preparation of the annual accounts the applicable accountingstandards have been followed;

b. the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

c. the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concernbasis.

e. the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively

f. the Directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

26. AUDITORS & AUDITORS REPORT:

> STATUTORY AUDITOR

Pursuant to the provisions of Section 139 (2) of the Act and the rulesmade thereunder the Members at their Thirty-Two AGM held on September 20 2019 hadappointed M/s Karma& Co. LLP Chartered Accountants (Erstwhile Known asDilipParesh& Co. LLP) (ICAI Firm's Registration Number 127544W) Statutory Auditors ofthe Company for a term of five years i.e. from the conclusion Thirty T wo of AGM till theconclusion of the Thirty Seven AGM.

The notes on accounts referred to in the auditors' report areself-explanatory and therefore don't call for any further comments by the Board ofDirectors.

EXPLANATIONS OR COMMENTS OF THE BOARD ON QUALIFICATIONS). RESERVATIONS)OR ADVERSE REMARKfS) OR DISCLAIMER MADE BY STATUTORY AUDITOR

The Statutory Auditor in its Report: The notes on accounts referred toin the auditors' report are self-explanatory and therefore don't call for any furthercomments by the Board of Directors. During the year under review the Company has notreported any fraud mentioned under Section 143(12) of the Act.

> SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under M/s KMPM& Co. Practicing Company Secretaries was appointed as Secretarial Auditors for thefinancial year 2021-22 and have submitted their Secretarial Audit Report in Form No. MR-3as required under Section 204 of the Companies Act 2013 for the financial year ended 31stMarch 2021. The Report forms part of this report as Annexure IV.

EXPLANATIONS OR COMMENTS OF THE BOARD ON QUALIFICATIONS). RESERVATIONS)OR ADVERSE REMARK(S) OR DISCLAIMER MADE BY SECRETARIAL AUDITOR.

The Company Secretary in practice in his Report; There are noqualifications or adverse remarks in the Secretarial Auditors' Report except existingIndependent - Non Executive Directors of the Company have not yet appeared for the OnlineProficiency Self-Assessment Test pursuant to the Section 150(1) of the Companies Act 2013read with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules2014.

Board of Directors is assuring that the aforesaid compliance will becomplied with on or before 30th September 2022.

> INTERNAL AUDITOR

In terms of Section 138 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 M/s Dharan Shah &Associates Chartered Accountants wereappointed as Internal Auditors for the financial year 2021-22.

> COST AUDITORS

Pursuant to section 148 (3) of the Companies Act 2013 and rule 6(2) ofthe Companies (Cost records and Audit Rules) 2014 is not applicable on the Company.

27. INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS:

Pursuant to provisions of Section 143(12) and sub section (14) of theCompanies Act 2013 as amended from time to time the Auditors have not reported anyincident of fraud to the Company during the year under review.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations Management Discussion and Analysis areattached which form part of this report annexed herewith at Annexure No. V.

29. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions shall not apply to the listed entity which has listed its specified securitieson the SME Exchange.

As the Equity Shares of the Company are listed on SME Platform of NSELimited provisions regarding Corporate Governance not applicable to your Company.

Your company have complied with applicable Secretarial Standards issuedby the Institute of Company Secretaries of India (ICSI) and approved by Central Governmentfrom time to time.

30. RISK MANAGEMENT AND RISK MANAGEMENT POLICY

The Board has adopted a risk management policy where various risksfaced by the Company have been identified and a framework for risk mitigation has beenlaid down. Even though not mandated the Company has constituted a Risk ManagementCommittee to monitor review and control risks. The risks and its mitigating factors arediscussed in the Board for identifying the element of risk which in the opinion of theBoard may threaten the existence of the Company and safeguarding the Company against thoserisks.

31. CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct andEthics for the Directors and Senior Executives of the Company. The object of the Code isto conduct the Company's business ethically and with responsibility integrity fairnesstransparency and honesty. The Code sets out a broad policy for one's conduct in dealingwith the Company fellow Directors and with the environment in which the Company operates.

32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013

Your Company has a policy and framework for employees to report sexualharassment cases at workplace and the process ensures complete anonymity andconfidentiality of information. No complaints of sexual harassment were raised in thefinancial year 2021-22.

33. ANNUAL RETURN

As per the requirements of Section 92(3) of the Companies Act and Rulesframed thereunder the extract of the Annual Return is available on website of the Companyi.e. www.ascomfinance.com.

34. RBI REGULATIONS

The Company continues to comply with all the requirements prescribed bythe Reserve Bank of India (RBI) from time to time. The Board of Directors have framedvarious policies as applicable to the Company including Risk based internal audit policy.The Board periodically reviews the policies and approves amendments as and when necessary.

35. ACKNOWLEDGEMENT

Your Directors pay their sincere gratitude to the Company's employeescustomers vendors investors Business Constituents Shareholders and academicinstitutions for their Co-operation and continuous support. The Directors also thank theGovernment of India and concerned government departments / agencies for theirco-operation.

Date: September 02 2022 Place: Surat For & on behalf of Ascom Leasing & Investments Limited
Sd/- Sd/-
RupalbenTushar Pandya TusharRohitbhai Pandya
Wholetime Director Managing Director
DIN: 06396751 DIN: 03264783

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