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Baid Leasing & Finance Co Ltd.

BSE: 511724 Sector: Financials
NSE: N.A. ISIN Code: INE020D01014
BSE 00:00 | 24 Feb 29.90 -0.05
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NSE 05:30 | 01 Jan Baid Leasing & Finance Co Ltd
OPEN 29.90
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VOLUME 228
52-Week high 70.70
52-Week low 21.20
P/E 5.10
Mkt Cap.(Rs cr) 36
Buy Price 28.05
Buy Qty 15.00
Sell Price 29.90
Sell Qty 64.00
OPEN 29.90
CLOSE 29.95
VOLUME 228
52-Week high 70.70
52-Week low 21.20
P/E 5.10
Mkt Cap.(Rs cr) 36
Buy Price 28.05
Buy Qty 15.00
Sell Price 29.90
Sell Qty 64.00

Baid Leasing & Finance Co Ltd. (BAIDLEASING) - Director Report

Company director report

Dear Member

Baid Leasing and Finance Co. Ltd.

Your directors are pleased to present the 28th Annual Report of your Company togetherwith the audited annual financial statements for the financial year 2018-19.

1. COMPANY'S PERFORMANCE

The Company's financial highlights for the financial year ended on 31st March 2019 aresummarized below.

(Amount in Rs.]
Particulars F.Y. 2018-19 F.Y. 2017-18
Total Revenue 585713661.35/- 410479472.53/-
Less: Total Expenditure 477584989.50/- 327765958.22/-
Profit / (Loss) before Taxation 108128672.15/- 82713514.31/-
Tax expenses 29630288.56/- 25974661.22/-
Profit / (Loss) after Tax 78498383.59/- 56738853.09/-

2. PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS

The company is mainly engaged in the business of vehicle finance and asset finance.

The net receipts from operations during the year under review were Rs.585713661.35/- as against Rs. 410479472.53/-in the previous year. The profit/ (Loss)after tax is Rs. 78498383.60/- as against Rs. 56738853.10/- in the previous year.

The Company has recorded a growth in revenue of 42.69% and growth in Profit of 38.35%during the year under review.

The asset size of Company grew from Rs. 2201300000/- as on March 31 2018 to Rs.2827724000/- as on March 31 2019 thereby recording a growth of 28.46%.

The improvement in the revenues is a result of the aggressive marketing and robustcollections. The Company endeavors to continue the tremendous growth rate.

3. DIVIDEND

Board in its meeting held on May 30 2019 recommended a final dividend of Rs. 1.00/-per Equity Share (@ 10% per equity share of Rs. 10/- each) for the financial year ended onMarch 31 2019. The proposal is subject to the approval of Shareholders at the ensuingAnnual General Meeting (AGM)to be held on Monday September 30 2019.

The Register of Members and Share Transfer Books will remain closed from TuesdaySeptember 24 2019 to Monday September 30 2019 (both days inclusive) for the purpose ofAGM and dividend.

4. EXTRACT OF ANNUAL RETURN

Pursuant to section 134 (3) (a) and section 92 (3) of the Companies Act 2013(hereinafter referred as "Act") read with Rule 12 of the Companies (Managementand Administration) Rules 2014 as amended an extract of Annual Return as on March 312019 in form MGT-9 has been prepared and enclosed as Annexure-I which forms part of thisreport.

The above referred extract of Annual Return in form MGT-9 as on March 31 2019 isavailable on the website of the Company and can be accessed at https://www.balfc.com/corporate-aovernance/.

5. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other matters.

The Meetings of the Board are held at the Registered Office of the Company at"Baid House" llnd Floor 1 Tara Nagar Ajmer Road Jaipur -302006 (Rajasthan).During the year under review 5 (Five) Board Meetings were held on May 29 2018 June 202018 July 25 2018 November 12 2018 and February 01 2019.The intervening gap betweenthe meetings was within the period prescribed under the Act Secretarial Standard-1 andthe SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred as "LISTING REGULATIONS").

The details of board and committee meetings held during the financial ended on 31stMarch 2019 and their attendance thereto are set out in the Corporate Governance Reportenclosed as Annexure VII which forms a part of this report.

6. DECLARATION OF INDEPENDENCE BY DIRECTORS

The company has received necessary declaration from each of the Independent Directorsof the Company that they meet the criteria of independence as provided under section149(7) of the Act and Regulation 16 (b) and 25 of LISTING REGULATIONS in respect of theirposition as an "Independent Director" of Baid Leasing and Finance Co. Ltd.

In compliance with the LISTING REGULATIONS and Act the company has framed and adopteda code of conduct and ethics ("the code"). The code is applicable to the membersof the board the executive officers and all the employees of the company.

All the members of the Board and Senior Management Personnel have affirmed complianceto the code for the financial year ended on March 31 2019.

7. DIRECTOR'S APPOINTMENT CRITERIA AND REMUNERATION POLICY ETC.

The board has formulated policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as mandated under Section 178 (3)/(4) of the Act and Regulation 19 readwith Part D of Schedule II of the LISTING REGULATIONS is available on the website of theCompany and can be accessed at https://www.balfc.com/wp-content/uDloads/2018/09/Nomination-and-Remuneration-Policv.pdf

The salient aspects covered in the Nomination and Remuneration Policy have beenoutlined below:

a) To review the structure size and composition (including the skills knowledge andexperience) of the Board at least annually and making recommendations on any proposedchanges to the Board to complement the Company's corporate strategy with the objective todiversify the Board;

(b) To identify individuals suitably qualified to be appointed as the KMPs or in thesenior management of the Company;

(c) To recommend to the Board on the selection of individuals nominated forDirectorship;

(d) To make recommendations to the Board on the remuneration payable to the Directors /KMPs /Senior Officials so appointed /reappointed;

(e) To assess the independence of independent directors;

(f) such other key issues/matters as may be referred by the Board or as may benecessary in view of the regulations and provision of the Act and Rules thereunder.

(g) To make recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract;

(h) To ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks;

(i) To devise a policy on Board diversity;

(j) To develop a succession plan for the Board and to regularly review the plan;

(h) Performance Evaluation of every Director Key Managerial Personnel and SeniorManagement Personnel.

8. AUDITORS & AUDITOR'S REPORT

• Statutory Auditors & Audit Report

M/s. Khilnani & Associates Chartered Accountants (Firm Registration No. 005776C)Jaipur were appointed as Statutory Auditors of the company to hold office till theconclusion of the 29thAnnual General Meeting of Company.

As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas received a written certificate from M/s. Khilnani & Associates CharteredAccountants (Firm Registration No. 005776C) to the effect that they confirm with thelimits specified in the said Section and that they are not disqualified for appointmentwithin the meaning of Section 141 of the said Act.

As per the provisions of Section 40 of the Companies (Amendment) Act 2017 notifiedwith effect from 7th May 2018 there is no requirement for ratification of appointment ofstatutory auditors at every Annual General Meeting of the Company and therefore the boardhas not proposed the ratification of appointment of the said auditor at the ensuing AGM.

The Financial Statements and the Auditor's Report for the financial year ended on 31stMarch 2019 are free from any qualification reservation and adverse remark; further thenotes on accounts are self-explanatory.The Auditors' Report is enclosed with the financialstatements in this annual report. There was no instance of fraud during the year underreview which required the Statutory Auditors to report to the Audit Committee and/orBoard under Section 143(12) of the Act and Rules framed thereunder.

• Secretarial Auditor & Secretarial Audit Report

As per Section 204 of the Act read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 every Listed Company is required to appoint aSecretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of aforementioned M/s V. M. & AssociatesCompany Secretaries in Practice Jaipur (Firm Reg. No. P1984RJ039200) were appointed assecretarial auditor to conduct the secretarial audit of the Company for the financial year201819.

Secretarial Audit Report as issued by M/s V. M. & Associates Company Secretariesin Practice in respect of the secretarial audit of the Company in Form MR-3 for thefinancial year ended on 31st March 2019 is given in Annexure II to this Report.

The Secretarial Audit report for the financial year ended on 31st March 2019 statesthat during the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. except expenses on CSR activitiesbelow the prescribed limit.

The board responded on the observation that due to the non availability of suitable CSRactivities the Company had spend below the prescribed limit. The Company belives in givingback to the society and appropriate expenses under CSR will be an honest endeavor.

Further The Board in its meeting held on May 30 2019 has re-appointed M/s V. M. &Associates Company Secretaries in Practice Jaipur as Secretarial Auditor (Firm Reg No.P1984RJ039200) of the Company to carry out secretarial audit of the Company for thefinancial year 2019-20.

• Internal Auditor

Pursuant to Section 138 of Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 every Listed Company is required to appoint an Internal Auditor or a firm ofInternal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned M/s Shiv Shankar Khandelwal & Co. CharteredAccountants Jaipur (Firm Registration No. 006852C) was appointed to conduct the InternalAudit of the Company for the financial year 2018-19.

The Internal Audit Report is received yearly by the Company and the same is reviewedand taken on record by the Audit Committee and Board of Directors. The yearly InternalAudit Report as received for the financial Year 2018-19 is free from any qualification.

Further the Board in its meeting held on May 30 2019 has re-appointed M/s ShivShankar Khandelwal & Co. Chartered Accountants Jaipur (Firm Reg. No. 006852C)as theInternal Auditor of the Company for the financial year 2019-20.

9. LOANS GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act 2013 loans made guarantees given orsecurities provided or acquisition of securities by a Non Banking Financial Company(NBFC)registered with Reserve Bank of India (RBI) in the ordinary course of its business areexempted from the applicability of Provisions of Section 186 of the Act. As such theparticulars of loans and guarantee have not been disclosed in this Report. However thesame are mentioned in the Note no. 11 13 & 16 in audited financial statements for thefinancial year ended on March 31 2019.

10. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are doneon arm's length basis. Relevant Form for disclosure of particulars ofcontracts/arrangements/transactions entered into by the company with related partiesreferred to in sub-section(l) of section 188 of the Companies Act 2013 is given inAnnexure III to this Report. The Company's Policy on Materiality of Related PartyTransactions is put up on the company's website and can be accessed at https://www.balfc.com/wp-content/uploads/2018/09/ POLICY_ON_ MATERIALITY_OF_RPT.pdf

11 .TRANSFER TO RESERVES

Reserves and Surplus Account as at March 31 2019 of your Company increased by 23.84 %to Rs. 376135720.83/-as against Rs. 303725381.23 in the previous financial year.Your Company has transferred 15700000/- to Special Reserve in compliance with theprovisioning norms of the RBI

Also a provision of Rs. 1756674.41/-@ 0.25% on the standard assets of the Company wasmade during the year.

12. RBI COMPLIANCES

The company has complied with all the provisions of Master Direction - Non-BankingFinancial Company -Non-Systemically Important Non-Deposit taking Company (Reserve Bank)Directions 2016 and other directions guidelines rules regulations etc. as issued bythe Reserve Bank of India from time to time.

13. UPDATES ON AMALGAMATION

During the year pursuant to order of Hon'ble National Company Law Tribunal PrincipalBench New Delhi (NCLT) dated July 4 2017 rectified vide order dated August 1 2017further order dated November 21 2017 and subsequent order dated August 24 2018 (theOrder) meeting of Equity Shareholders was called on Saturday October 27 2018 at theregistered office of the company at "Baid House" llnd Floor 1 Tara NagarAjmer Road Jaipur-302006 for the purpose of considering and approving the Scheme ofAmalgamation and Arrangement of Jaisukh Developers Private Limited and Skyview Tie UpPrivate Limited with Baid Leasing and Finance Co. Ltd. and their respective Shareholders.

The Company obtained the approval of the equity shareholders with requisite majority innumber and value by passing resolution in respect of said matter on October 27 2018 andthe final petition was submitted to the NCLT Jaipur Bench on November 13 2018. Finalorder from the Jaipur Bench is awaited.

14. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY/CHANGEIN THE NATURE OF THE BUSINESS

In pursuance to Section 134 (3) of the Act No material changes and commitments haveoccurred after the closure of the financial year to which the financial statements relatetill the date of this report affecting the financial position of the company.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Particulars with respect of conservation of energy technology absorption foreignexchange earnings and outgo:

The information required under Section 134(3) (m) of the Act read with the Companies(Accounts) Rules 2014 relating to the conservation of energy and technology absorptionforeign exchange earnings and outgo are given below:

(a) Conservation of energy:

I the steps taken or impact on conservation of energy • The company is providing financial services which require normal consumption of electricity. However the company is making necessary efforts to reduce the consumption of energy.
• The office of the Company has been using LED bulbs that consume less electricity as compared to CFL and incandescent bulbs. The Company has increased the usage of low electricity consuming monitors in place of conventional monitors. The Company has started buying the new energy efficient computers that automatically goes into low power ‘sleep' mode or off- mode when not in use. As a part of Green Initiative a lot of paper work at Registered Office has been reduced by increased usage of technology.
II the steps taken by the company for utilizing alternate sources of energy NIL
III the capital investment on energy conservation equipment NIL

(b) Technology absorption:

1 the efforts made towards technology absorption Your Company being a Non-Banking Finance Company its activities do not require adoption of any specific technology. However your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Company's operations do not require significant import of technology.
II The benefits derived like product improvement cost reduction product development or import substitution N.A.
III Technology Imported during the last three years
(a) The details of technology imported N.A.
(b) The year of import
(c) Whether the technology been N.A.
fully absorbed (d) If not fully absorbed areas N.A.
where absorption has not taken place and the reasons thereof N.A.
IV The expenditure incurred on Research and Development Company has not incurred any expenditure on research and development during the year under review.

(c) Foreign exchange earnings and Outgo:

Foreign exchange earnings and outgo is reported to be NIL during the financial yearunder review.

16. RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompassespractices relating to identification assessment monitoring and mitigation of variousrisks to key business objectives. The Risk management framework of the Company seeks tominimize adverse impact of risks on our key business objectives and enables the Company toleverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financialcommitment to a Bank/ Financial Institution in any location any currency at any point intime. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertakeprofitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates mightadversely affect the Company's financial condition. The short term/immediate impact ofchanges in interest rates are on the Company's Net Interest Income (Nil). On a longerterm changes in interest rates impact the cash flows on the assets liabilities andoff-balance sheet items giving rise to a risk to the net worth of the Company arising outof all re-pricing mismatches and other interest rate sensitive positions.

17. CORPORATE SOCIAL RESPONSIBILITY

The company was obligated to spend approximately an amount of Rs. 1200000/- being 2%of the average net profit before tax of the three immediately preceding financial yearstowards CSR activities during the financial year 2018-2019. As such the Company hascontributed a sum of Rs. 66000/- with regard to CSR activities during the financial year2018-2019.

The company is very selective in identifying the appropriate areas for spending therequired CSR amount and made its best efforts to spend the entire amount of CSR but due tonon availability of suitable CSR activities only an amount of Rs. 66000/- was spentduring the year and Rs. 1134679/- remained unspent out of Rs. 1200679/-. The balancewill be carried over to the next year and the Company will; endeavor to spend the fullamount wrt CSR in the coming year.

The Annual Report on CSR activities is annexed herewith as Annexure IV to this report.

The CSR Policy approved by the Board is available on the website of the company thesame can be accessed at https://www.balfc.com/wD-content/uploads/2018/09/Corporate-Social-Responsibilitv-Policv-1.pdf .

18. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the act the Board of Directors has carried out an annualperformance evaluation of its own performance board committees and individual directors.The performance of the Board as a whole Committees and of individual directors includingIndependent directors and Non-independent directors of the company was evaluated by theboard after seeking inputs from all the directors on the basis of criteria such as theBoard composition and structure effectiveness of board processes manner of conductingthe meetings value addition of the Board members and corporate governance etc. asprovided by the Guidance Note on Board Evaluation issued by the Securities and ExchangeBoard of India on 5th January 2017.

The detailed evaluations parameters and the process have been explained in CorporateGovernance Report.

Statutory Disclosure as required under Rule 8/5) of the Companies (Accounts) Rules.2014

1. Financial Summary/highlights are already mentioned in the beginning of the report.

2. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of Business of the Company.

3. DIRECTORS/ KEY MANAGERIAL PERSONNEL APPOINTMENT/ RE-APPOINTMENT/ CESSATION

• In accordance with the provisions of the Act and the rules made there under andthe Articles of Association of the Company Mr. Aman Baid Executive Director of theCompany is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment.

• On the basis of report of performance evaluation done by Nomination andRemuneration Committee and Board of Directors of the company the performance of Mr. MonuJain found satisfactory. Therefore the Board of Directors at its meeting held on May 302019 has recommended the re-appointment of Mr. Monu Jain for a second term of 5 (five)consecutive years on the Board of the Company upto August 15 2024 subject to the approvalof shareholders in the ensuring Annual General Meeting.

• On the basis of report of performance evaluation done by Nomination andRemuneration Committee and Board of Directors of the company the performance of Mr. MuditSinghi found satisfactory. Therefore the Board of Directors at its meeting held on May 302019

has recommended the re-appointment of Mr. Mudit Singhi for a second term of 5 (five)consecutive years on the Board of the Company upto August 15 2024 subject to the approvalof shareholders in the ensuring Annual General Meeting.

• Mrs. Alpana Baid (DIN:) retired by rotation and re-appointed in the previous AGMheld on August 27 2018.

4. ASSOCIATE COMPANIES JOINT VENTURE AND SUBSIDIARY COMPANIES

During the year under review there was no associate Joint Venture and subsidiaryCompany.

5. DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit within the meaning of the Companies(Acceptance of Deposits) Rules 2014 or Chapter V of the Companies Act 2013 andguidelines and directions of Non-Banking Financial Companies (Acceptance of PublicDeposits)(Reserve Bank) Directions 2016 as prescribed by Reserve Bank of India in thisregard and as such no details are required to be furnished.

Further the company has taken unsecured loans from the directors of the Companydetails of the same are part of notes on accounts in the Annual Report.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future pursuant to Rule 8 (5) (vii) of the Companies(Accounts) Rules 2014.

7. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding of assets of the Company and ensuring compliance with corporate policies. TheAudit Committee reviews adherence to internal control systems and internal audit reports.

Disclosures required under the provisions of the Companies Act. 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. as may be applicable

1. COMMITTEE OF DIRECTORS

The Board has constituted seven Committees viz. Audit Committee Nomination andRemuneration Committee Stakeholder's Relationship Committee Corporate Social

Responsibility Committee Risk Management Committee Asset Liability Committee andExecutive Committee. Other details are laid down in the Corporate Governance segment ofthis Annual Report.

2. PARTICULARS OF REMUNERATION OF DIRECTORS KMPs AND EMPLOYEES

(A) None of the Director/KMP/employee of the company was in receipt of the remunerationexceeding the limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 of the Companies Act2013 during the year under review. Following is the list of the top ten employees of theCompany in terms of remuneration drawn:

(Amount in Rs.)

s. No Information required as per Rule 5(2) 1 2 3 4 5 6 7 8 9 10
I) Name Mr. Panna Lai Baid Mr. Aman Baid Mr. Aditya Baid Ms. Namrata Sajnani Mr. Bal Krishan Sharma Mr. Ashok Kumar Saini Mr. Rajendra Singh Deval Mr. Manoj Kumar Chawla Mr. Vipin Pareek Mr. Sunil Kumar
0 Designation of the Employee Chairman and Managing Director Whole Time Director (WTD) Chief Financial Officer after February 07 2018 Company Secretary Legal Head Area Manager State sales Head Credit Manager Asst. Area Manager Branch Manager
iii) Remuneration received for the year 3600000/ 2400000/ 2100000/ 833493/ 721683/ 535882/- 479680/- 390333/- 375201/ 3359973/-
iv) Nature of employment whether contractual or otherwise Contractu al Relationsh ip Contractu al Relationsh 'P Other Other Other Other Other Other Other Other
v) Qualification and experience of the Employee Under Graduate and experienc e of 28 years Bachelors in Hotel Managem ent and experienc e of 5 years Post Graduate and experienc e of 4 years Company Secretary & LLB and experien ce of 6 years LLB & BLL and experien ce of 11 years Graduate (BA) and experienc e of 10 years Graduate (BSC) and experienc e of 13 years LLB and experienc e of 07 years Graduate experien ce of 05 years Under Graduate and experience of 04 years
vi) Date of commencement of employees 20.12.199 1 24.05.201 4 16.05.201 5 12.10.20 13 10.02.20 16 13.10.201 7 07.05.201 8 24.12.201 6 01.08.20 17 21.09.2015
vii) Age 76 27 27 28 43 36 36 40 33 31
viii) Last employment held before joining the Company NIL NIL NIL NIL Shree Ram Finance Company SK Finance Setia Auto finance Upasana Group NIL Shubham Housing Finance
lx) The percentage of equity shares held by the employee along with the spouse and dependent children in the Company within the meaning of clause (iii) of sub -rule (2) 4.98% 4.22% 1.51% 0.00% NIL NIL NIL NIL NIL NIL
X) Name of Director or manager of whom such employee is a relative. Mrs. Alpana Raid Mrs. Alpana Baid Mr. Aman Baid & Mrs. Alpana Baid NIL NIL NIL NIL NIL NIL NIL

(B) The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as Annexure V

3. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 AND INTERNAL COMPLAINT COMMITTEE (ICC)

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

The company has a policy for prevention of sexual harassment in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013 (POSH Act). The company has complied with the provisions relatingto constitution of internal complaints committee (ICC) under the POSH Act. ICC has beenset up to redress complaints received regarding sexual harassment. All employees arecovered under this policy.

The complaints received and the details relating thereto were as follows for the periodunder review;

Particulars Nos.
No. of Complaints Pending at the Beginning of the Year 0
No. of Complaints Received and Resolved during the year 0
No. of Complaints Pending at the End of the Year 0

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report pursuant to Regulation 34 of LISTINGREGULATIONS is annexed herewith as Annexure VI to this report.

5. CHAIRMAN AND CFO CERTIFICATE

The Chairman and Managing Director and the Chief Financial Officer of the Company giveannual certification on financial reporting and internal controls to the Board in terms ofRegulation 17(8) of the LISTING REGULATIONS. The Chairman and Managing Director and theChief Financial Officer also give quarterly certification on financial results whileplacing the financial results before the Board in terms of Regulation 33(2) of LISTINGREGULATIONS. The annual certificate given by the Chairman and Managing Director and theChief Financial Officer is published in this Report.

6. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2018-2019 have been prepared with theapplicable accounting principles in India and the mandatory Accounting Standard(‘AS') as prescribed under Section 133 of the Companies Act 2013 read with the rulesmade there under.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Act the Board of Directors of theCompany hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31 2019 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

ii. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the Financial Year ended onMarch 31 2019 and of the profit and loss of the company for that period;

iii. 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;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

8. DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS:

The company complies with all applicable standards issued by the Institute of CompanySecretaries of India. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable Secretarial Standards and that such systems are adequateand operating effectively.

9. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance for the financial year ended on March 31 2019 alongwith Certificate issued by the Practicing Company Secretary CS Vikas Mehta confirming

the compliance to applicable requirements related to corporate governance as stipulatedunder Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Annual Report as Annexure VII.

10. EXTERNAL RATINGS

CARE Ratings carried out the rating of the loan pools which reaffirmed a rating of BBB-(Credit watch with developing implications) indicating adequate safety.

The rating has been reaffirmed on the basis of recent developments includingoperational and financial performance of the company and the possible impact on thecredit profile of the company on the account of amalgamation of Jaisukh Developers PrivateLimited and SkyviewTie Up Private Limited with the company.

Further the company has been regular in making principal and interest repayments tothe Banks and financial institutions.

11. VIGIL MECHANISM

In line with the provisions of LISTING REGULATIONS the Act and the principles of goodgovernance the company has devised and implemented a vigil mechanism in the form of'Whistle-Blower Policy'. Detailed information on the Vigil Mechanism of the company isprovided in the Report on the Corporate Governance which forms part of the Annual Report.

12. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation the invaluable support provided by theCompany's stakeholders auditors advisors and business partners all its customers fortheir patronage. Your Board records with sincere appreciation the valuable contributionmade by employees at all levels and looks forward to their continued commitment to achievefurther growth and take up more challenges that the Company has set for the future.

Date: May 30 2019 For and on Behalf of The Board
Place: Jaipur Baid Leasing and Finance Co. Ltd.
Registered. Office: "Baid House" llnd Floor 1 Tara Nagar Ajmer Road Jaipur-302 006
Sd/-
Panna Lai Baid
Chairman and Managing Director
DIN: 00009897

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