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Kwality Credit & Leasing Ltd.

BSE: 531206 Sector: Financials
NSE: N.A. ISIN Code: INE577C01015
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OPEN 10.60
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VOLUME 5
52-Week high 12.69
52-Week low 8.39
P/E
Mkt Cap.(Rs cr) 4
Buy Price 10.40
Buy Qty 2.00
Sell Price 10.60
Sell Qty 997.00

Kwality Credit & Leasing Ltd. (KWALITYCREDIT) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting the 26th Annual Report of theCompany together with Audited Accounts for the year ended March 312018.

1. Financial Summary or Highlights

(in Rs.)

Particulars

Standalone

Consolidated
2017-18 2016-17 2017-18
Total Revenue 6781919 6781919 7012619
(Less):Total Expenditure 6128368 6128368 6956859
Profit before Exceptional & Extraordinary Items 653551 653551 55760
Add/(Less): Exceptional Items - - -
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) - - -
Profit Before Tax 653551 653551 55760
(Less): Provision for Tax (168290) (168290) (187867)
Add/(Less):Contingent provision for Standard Assets - - -
Net Profit/(Loss) after Tax 485261 485261 (132107)
Income Tax Adjustments of Earlier Years - - -
Surplus balance carried to Balance Sheet 485261 485261 (132107)
(Less): Transfer to Statutory Reserve (97052) (97052) -
Add/(Less): Brought forward from previous year (3543903) (3543903) (3338446)
Balance carried to Balance Sheet (3155694) (3155694) (3470553)

2. Performance

(a) Annual Standalone Financial Results

The total income of the Company during the Financial Year 2017-18 on a standalone basisshowed a rise from Rs. 6265877/- in the previous financial year as compared to Rs.6781919/- in the

reporting year. The total expenses for the year also increases to Rs. 6128368/- ascompared to Rs. 6354077/- in previous year.

(b) Annual Consolidated Financial Results

In accordance with Section 129(3) of the Act and Rules made thereunder theConsolidated Financial Statement is presented in the Annual Report 2017-18. The auditedfinancial statements together with the Consolidated Financial Statements and relatedinformation of the Company and audited accounts of each subsidiary company are availableon the Company's Website

It shall also lay down the Separate Financial Statements of the Subsidiaries with theFinancial Statement of the Company in its Annual General Meeting.

Having regards to the first proviso to Section 136 of the Act read with the Rules madethereunder a separate statement containing the salient features of the financialstatement i.e. Form AOC-1 is disclosed in Annexure-1. The Company will provide a copy ofthe annual accounts in respect of each Subsidiary to the shareholders on request and thesaid annual accounts will also be kept open for inspection at the Registered Office of theCompany and the respective Subsidiary Companies. Any member interested in obtaining thesaid information may write to Mr. Bhagwan Das Soni Managing

Director at 7 Lyons Range 3rd Floor Room No. 9 & 10 Kolkata-700 001E-Mail ID: and the same shall be furnished on request.

As per Listing Regulation a policy on material subsidiaries as approved by the boardmay be assessed on the Company's Website

(c) Performance of financial position of the subsidiaries and associates companiesduring the year

The total income of the Company during the Financial Year 2017-18 on a consolidatedbasis is Rs. 7012619/-. The previous year figure has not been provided as thebusinesses of the

subsidiaries have not been commenced. The total expenses for the year under review isRs. 6956859/- .

(d) Names of companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year

At on March 31 2018 the Company had 20 subsidiaries and no joint ventures andassociate Companies.

The details of the same has been provided in Form AOC-1 which is appended to theDirectors' Report in Annexure-I.

Further In terms of Rule 8(5)(iv) of the Companies (Accounts) Rules 2014 thedisclosure on subsidiaries companies is made hereunder:

• The names of companies which have become its subsidiaries during the periodunder review

None of the Companies have become Subsidiaries during the period under review

• The names of companies which have ceased to be its subsidiaries during theperiod under review

None of the Company ceases to be its subsidiary during the period under review

3. Dividend

During the year under review the Company has not recommended any dividend to theshareholders.

4. The amount proposed to be carried to reserves

The Company proposes to transfer Rs 97052 to the Statutory Reserve maintained undersection 45 IA of the Reserve Bank of lndia Act 1934.

5. Change in Share Capital

During the year under review there has been no change in the Authorised or Paid-upShare Capital.

The Authorised Share Capital of the Company stands at Rs. 47000000/- divided into4700000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of the Company is Rs.42227030/- divided into 4222703 Equity Shares of Rs. 10/- each.

6. Listing

The Company's shares are listed on the Calcutta Stock Exchange Limited and BSE Ltd.

7. Corporate Governance Report

The Company has been voluntarily complying with all the requirements of the code ofCorporate Governance as specified by SEBI.

A separate report on Corporate Governance is voluntarily furnished as a part of theDirectors' Report and the certificate from a Practicing Company Secretary regardingcompliance of condition of Corporate Governance is annexed to the said Report.

8. Extract of the Annual Return

The Extract of the Annual Return as on the financial year ended on March 31 2018 inForm MGT-9 pursuant to section 92(3) of the Companies Act 2013 (hereinafter referred toas "the act") and Rule 12(1) of the Companies (Management and Administration)Rules 2014 is appended to the Directors' Report in Annexure-ll.

9. Number of Meetings of the Board

The Board of Directors of the Company met seven (7) times during the Financial Yearunder review

i.e. on: 07/04/2017 30/05/2017 20/07/2017 31/07/2017 10/11/201712/02/2018 and20/03/2018.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Companies Act 2013 and sub-regulation 3 of Regulation 25 of the of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "the Listing Regulations") was held on12/02/2018.

The Meetings were held in accordance with the provisions of the Act the ListingRegulations and Secretarial Standards issued by the ICSI.

The details of the Meetings of the Board of Directors during the Financial Year 2017-18is encompassed in the Corporate Governance Report which is annexed to the said Report.

10. Disclosure pursuant to Section 177(8) of the Companies Act 2013-Composition of theAudit Committee

The Audit Committee of the Company comprises of two Non-Executive Independent Directorand one Executive Non Independent Director as on March 31 2018.The Committee is chairedby a NonExecutive Independent Director Mr. Suresh Kumar Jain (DIN- 00705828) .

The details of the same are morefully provided in the Corporate Governance Report.

During the Financial Year under review the Committee met four (4) times i.e.30/05/2017 31/07/2017 10/11/2017 and 12/02/2018 and all such meetings were held inaccordance with the provisions of the Act and the Listing Regulations and SecretarialStandards issued by the ICSI.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2017-18.

11. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of threeNon-Executive Independent Directors as on March 312018.

The details of the Committee are provided in the Corporate Governance Report.

12. Composition of the Stakeholders Relationship Committee

The Share Transfer and Investors Grievance Committee consist of two Non-ExecutiveIndependent Director and one Executive Independent Director.

The detail of the Committee is provided in the Corporate Governance Report.

13. Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with section 134 (5) of the Actthe Directors hereby confirm and state that:

(a) In the preparation of Annual Accounts the applicable Accounting Standards havebeen followed along with the proper explanation relating to material departures if any.

(b) The Directors have selected such accounting policies and have 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 as on the Financial Yearended on March 312018 and of the profit of the company for the year under review.

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

(e) The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14. Declaration by the Independent Directors

Section 149(7) of the Act requires that every Independent Director to give adeclaration that he/she meets the criteria of Independence at the first Board Meeting ofevery financial year.

Accordingly the Company has taken on record the Statement of Declaration ofIndependence as submitted by all the Independent Directors.

15. Policy on Directors' Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and Listing Regulation 2015 the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a director and has further formulated a policy relating to theremuneration for Directors Key Managerial Personnel and other employees which has beenduly approved by the Board of Directors.

While formulating the Policy the Nomination and Remuneration Committee has assuredthat:

(a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

(b) The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and

(c) The remuneration to Directors Key Managerial Personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy is available on the website of the Company.

16. Auditors & Auditors' report

(a) Statutory Auditors

The appointment of M/s Pachisia & Associates (Firm Registration No. 327542E)Chartered Accountants of 783 Anandpur Kolkata-700107 is subject to ratification by themembers at the ensuing Annual General Meeting.With the commencement of section 40 of theCompanies Act 2013 readwith the Companies (Audit and Auditors) second AmendmentRules2018 both effective from 7th May 2018 the requirement of ratificationof the appointment of the Auditor at the AGM has been omitted.

In this connection M/s Pachisia & Associates have furnished a Certificate ofEligibility pursuant to Section 141 of the Act read with the Rules framed thereunder.

(b) Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverse remarksor qualification.

(c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMr. Abbas Vithorawala (C.P. No. 8827 Membership No. 23671) Company Secretary inWhole-time Practice to undertake the Secretarial Audit of the Company for Financial Year2017-18.

(d) Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors' Report in Annexure-lll. TheReport of the Secretarial Audit Report does not contain any adverse remark except thefollowing:-

1. Company has not appointed Company Secretary as per the provision of section 203 ofthe Companies Act 2013

2. Company's Shares were suspended from 07.08.2017 to 18.06.2018 from trading as perNotice No. SEBI/HO/ISD/OW/P/2017/18183 dated August 7 2017 under GSM frame work.

Further the BSE Ltd. Vide its letter no. L/SURV/OFL/AB/2017-18/SHELL/COMP/531206/2dated 22nd February 2018 has appointed Chartered Accountant Firm to carry outthe Forensic audit of the Company.

Board of Directors' Comment:-

1. The Company had advertised in the newspaper to appoint a Company Secretary but havenot received any positive response for the same.

2. The Company has made requisite representations to the BSE Ltd. under the GradedSurveillance Measures (GSMJ and requested for revocation of Suspension.

17. Particulars of Loans guarantees or investments under section 186

The provisions of section 186 of the Act are not applicable upon a Non-BankingFinancial Company. Therefore the Company is not required to provide any disclosurepursuant to Section 134(3)(g) of the Act.

18. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business.

The Company has adhered to its "Policy on Related Party Transactions andMateriality of Related Party Transactions" while pursuing all Related Partytransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.

Further during the year the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

19. State of Company Affairs & Future Outlook

The total income of the Company during the Financial Year 2017-18 on a standalone basisshowed a rise Rs 6246973/- in the previous financial year as compared to Rs 6781919/-in the reporting year.

The total expenses for the year also increased to Rs 6128368/- as compared to Rs6354077/- in previous year.

20. Material Changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors' Report.

21. Open Offer to Shareholders by Dharmendra Kothari Hemant Kothari Rajesh KothariSunita Kothari and Ichraj Devi Kothari

During the year under review Dharmendra Kothari Hemant Kothari Rajesh KothariSunita Kothari and Ichraj Devi Kothari made an open offer of 844541 equity shares of theCompany to the shareholders of the Company in compliance with the Order issue by SEBI(Ref. No. WTM/RKA/ERO/13-14/2015 dated 04.03.2015). They issued a Corrigendum to publicannouncement dated September 02 2016 on 12h April 2017 to make an open offerto the equity shareholders of the Company. After the receipt of SEBI's nod the offeropened on 24th April 2017 and closed on 13th May 2017. Theyacquired 79000 number of equity shares under the open offer. Subsequent to thisacquisition they now hold 8.39% of the equity capital of the Company.

22. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014 regardingConservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo

In terms of Section 134(3)(m) of the Act read with the Rules made there under theCompany has no activity relating to Conservation of Energy Technology Absorption.

Further during the year there was no Foreign Exchange Earnings and Outgo.

Therefore the Company is not required to make any disclosure as specified in Section134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014.

23. Risk Management Policy

In terms of compliance with Section 134(3)(n) of the Act the Company has a RiskManagement Policy which provides for the identification therein of elements of risk whichin the opinion of the Board may threaten the existence of the Company.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory.

Further in terms of Regulation 17(9)(b) of Listing Regulations the Board of Directorsis responsible for framing implementing and monitoring the Risk Management Plan of theCompany and has have delegated the power of monitoring and reviewing of the riskmanagement plan to the Risk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform Boardmembers about the risk assessment and minimization procedures. This is described morefullyin the Corporate Governance Report.

24. Policy on Corporate Social Responsibility (CSR) Initiatives

Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore the Company is not required to make any disclosure as specified in Section134(3) (o) of the Act

25. Manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations the disclosure regarding the manner of formal annualevaluation by the Board of its own performance and that of its various committees andindividual directors is provided hereto:

(a) Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations the Nomination andRemuneration Committee has formulated the criteria for evaluation of the performance ofthe Independent Directors and the Board. The Nomination and Remuneration Committee alsoidentifies persons qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommends to the Board theirappointment and removal and carries out the evaluation of every director's performance inaccordance with Section 178(2) of the Act read with the Rules framed there under and PartD of Schedule II of the Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and evaluate theperformance of all the Board Committees.

Further the Nomination and Remuneration Committee has formulated criteria fordetermining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees. The details of the same are morefully describedin the Corporate Governance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity in accordance with Regulation 19(4) of the Listing Regulations.

(b) Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany carries out the performance evaluation of the individual directors.

(c) Board of Directors

A separate meeting of the Independent Directors of the Company was held on 12/02/2018pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter "Listing Regulation(s)") for transacting the following businessesas set forth in the Agenda:

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company taking into account the viewsof the executive directors and non-executive directors.

3. Assessment of the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by theNomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all thenon-independent Directors and the Chairman.

(d) Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.

On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the independent directors is beingconsidered.

(e) Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees based onthe Company's Performance Evaluation Policy.

26. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct

read with Rules made thereunder and read with Part D of Schedule II of the ListingObligations as amended from time to time.

The Nomination and Remuneration Policy is available on the website of the Company

27. Board Diversity policy

The Company acknowledges and embraces the benefits of having a diverse board foreffective decision making and views diversity at the board level as an important elementin strong corporate governance. Diversity encompasses diversity of perspectiveexperience background gender age ethnicity and geographic background psychologicaltype and personal attributes. Appointments to the Board are made in the context ofcomplementing and expanding the skills knowledge and experience of the Board as a whole.

The Board has adopted the Board Diversity Policy which sets out the approach todiversity of Board of Directors.

The Board Diversity Policy is available on the website of the Company

28. Change in the nature of business

There has been no change in the nature of business of the Company in the Financial Yearunder review.

29. Directors & Key Managerial Personnel

(a) Non-Executive & Executive Directors - Non-Independent

Mr. Bhagwan Das Soni (DIN- 02308414) being Executive Director of the Company retiresat the ensuing Annual General Meeting and being eligible offers himself forre-appointment as the Managing Director without any variation in the terms of hisappointment.

(b) Independent Directors

The Independent Directors of the Company viz: Mr. Amu Thapa and Mr. Suresh Kumar Jainwere appointed for a term of five consecutive years commencing from the conclusion of 22ndAnnual General Meeting (AGM) of the Company and Ms. Babita Shah Independent Director fromthe conclusion of the 25th AGM keeping in view their educational /professional qualifications working experience expertise in line with Company'sbusiness positive attributes already being on the Board of the Company and benefits thatthe Company will derive with their appointment.

(c) Chief Financial Officer

Mr. Subrata Dutta is the Chief Financial Officer of the Company.

(d) Compliance Officer

Mr. Bhagwan Das Soni is the Compliance Officer of the Company.

30. Details relating to deposits covered under Chapter V of the Act

The Company has neither accepted any deposits during the financial year under reviewnor has any outstanding deposits as on March 312018.

31. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations except tothe extent that the Company was declared as the Shell Company by the Securities ExchangeBoard of India (SEBI) dated 3rd October 2017. Further SEBI carried out GradedSurveillance Measures (GSM) on the Company and passed an order dated February 05 2018 forconducting Forensic Audit of the Company and reverting the status of the Companysecurities prior to SEBI Order dated August 07 2017.

Further the Company has been moved out of GSM framework vide exchange letter dated 15thJune 2018 with effect from 18th June 2018.

Further the Registered office of the Company has been shifted from 27 Weston Street5th Floor Room No 526 Kolkata - 700 012 to 7 Lyons Range 3rdFloor Room No. 9 & 10 Kolkata - 700 001 with effect from 18th June 2018

32. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

The Audit Committee of the Company ensures that there is a direct relationship betweenthe Company's objectives and the internal financial controls it implements to providereasonable assurance about their achievement.

In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following:

(a) Transactions are executed in accordance with the management's general or specificauthorization;

(b) All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any;

(c) Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition.

There is a proper allocation of functional responsibilities within the Company and itis ensured that the quality of personnel commensurate with their responsibilities andduties. Further proper accounting and operating procedures are followed to confirm theaccuracy and reliability of accounting data efficiency in operation and safety of theassets. The regular review of work of one individual by another minimizes the possibilityof fraud or error in the absence of collusion.

33. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided herein below:

In computing the various parameters Gross Salary has been considered. Gross Salary ofthe employees primarily encompasses Salary allowances and perquisites.

I. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration
Mr. Bhagwan Das Soni - Executive Nonindependent Managing Director. 2.42
Mr. Amu Thapa - Non-Executive Independent Director. No remuneration or sitting fees was paid
Mr. Suresh Kumar Jain - Non executive Independent Director. No remuneration or sitting fees was paid
Ms.Babita Shah - Non-Executive Independent Director. No remuneration or sitting fees was paid.

II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Mr. Bhagwan Das Soni - Executive NonIndependent Managing Director. No increase in remuneration
Mr. Amu Thapa - Non-Executive Independent Director. No remuneration or sitting fees was paid
Mr. Suresh Kumar Jain - Non executive Independent Director. No remuneration or sitting fees was paid
Ms. Babita Shah - Non-Executive Independent Director. No remuneration or sitting fees was paid
Mr. Subrata Dutta - Chief Financial Officer No increase in remuneration

III. The percentage increase in the median remuneration of the employees in thefinancial year.

There was no increase in the median remuneration of the employees in the reportingfinancial

year.

IV. The number of permanent employees on the rolls of the company.

As on March 312018 there are 9 Employees on the rolls of the Company.

V. The explanation on the relationship between average increase in remuneration andcompany performance.

In order to ensure that remuneration reflects Company performance the performance payis also

linked to organization performance apart from an individual's performance.

VI. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.

Comparative Parameter Amount (in Rs. )
Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 201718. 378000
Total Revenue 6781919
Remuneration of KMP's as a percentage of Total Revenue 5.57
Profit/Loss before tax 653551
Remuneration of KMP's as a percentage of Profit/Loss before Tax 57.84
Profit/Loss after tax 485261
Remuneration of KMP's as a percentage of Profit/Loss after Tax 77.90

VII. VARIATIONS IN :

A. The market capitalisation of the Company price earnings ratio as at the closingdate of the current financial year and previous financial year.

Particulars March 31 2018 March 31 2017 % Change
Market

Capitalisation

Rs. 36737516.10 (Equity Shares are not traded in CSE Platform. Thus Market Cap. is calculated on the basis of the last traded price of the BSE Platform) Rs. 54726230.88 (Equity Shares are not traded in CSE Platform. Thus Market Cap. is calculated on the basis of the last traded price of the BSE Platform) -32.87
Price Earnings Ratio 79.09 (648.00) 87.79

B. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the Company came out with the last publicoffer.

Particulars March 31 2018 IPO % Change
Market Price 8.70 The Company has not made any Public Issue or Rights issue of securities in the last 15 years so comparison have not been made of current share price with public offer price. N.A.

VIII. A. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year.

There was no such increase in the salaries of employees other than the managerialpersonnel in the last financial year

B. Whether there are any exceptional circumstances for increase in the managerialremuneration.

There were no exceptional circumstances or increase for managerial personnel in thelast financial year. The percentile increase process and policy was same for themanagerial personnel and all the other employees.

C. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company.

Comparative Parameter Bhagwan Das Soni -Executive Non-Independent Managing Director Subrata Dutta - Chief Financial Officer
Remuneration of the Key Managerial Personnel (KMP) in the Financial Year 2017-18. 300000 78000
Total Revenue 6781919 6781919
Remuneration of KMP's as a percentage of Total Revenue 4.42 1.15
Profit before tax 653551 653551
Remuneration of KMP's as a percentage of Profit before Tax 45.90 11.93
Profit after tax 485261 485261
Remuneration of KMP's as a percentage of Profit after Tax 61.82 16.07

D. The key parameters for any variable component of remuneration availed by thedirectors.

The Variable Components of Remuneration broadly comprises of - Performance basedpromotion and bonus.

The same shall also depend upon various factors including: their grade industry benchmark overall business performance.

Further in determining the director's remuneration their performance evaluation asduly carried out by the Board and/or Independent Directors shall also be given dueweightage.

Any annual increase in the remuneration of the Directors Key Managerial Personnel andSenior Management Personnel shall be at the sole discretion of the Board based on therecommendation of the Nomination and Remuneration Committee and subject to such statutoryapprovals if any.

E. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.

None of the employees' remuneration is more than that of the highest paid director forthe Financial Year under review.

F. Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

34. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide avigilance mechanism for the directors and employees of the Company to raise concern of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. The purpose of this Policy is to encourage theCompany's directors and employees who have concerns about suspected misconduct to comeforward and express these concerns without fear of punishment or unfair treatment.

No personnel have been denied access to the Audit Committee. There were no instances ofreporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the CorporateGovernance Report and also disclosed on the website of the Company.

35. Insider Trading

The Company has put in place following Codes pursuant to the SEBI (Prohibition ofInsider Trading) Regulations 2015:

(a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation.

(b) Code of Conduct to Regulate Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

36. Transfer of amount to Investor Education and Protection Fund (IEPF)

There is no amount pending for transfer to the Investor Education and Protection Fundin accordance to the provisions of Section 205A(5) and 205C of the erstwhile CompaniesAct 1956.

37. Prudential Norms for NBFC'S

The Company has been complying with all the requisite norms prescribed by the ReserveBank of India for income recognition accounting standards capital adequacy creditrating provisioning and all other requirements applicable for Non-Deposit TakingNon-Systematically Important NBFCs.

38. Green Initiative

To support the ‘Green Initiative' in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with M/s. CB Management Services (P)Ltd. if shares are held in physical mode or with their DP if the holding is inelectronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.Members requiring physical copies can send their request to Mr. Bhagwan Das SoniExecutive Non-independent Managing Director (DIN: 02308414).

The Company is providing remote e-voting facility to all the members to enable them tocast their votes electronically on all the resolutions set forth in the Notice pursuant toSection 108 of the Act read with Rule 20 of the Company's (Management and Administration)Rules 2014 and the applicable provision(s) of the Listing Regulations.

39. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Rules 2013

The Company is committed to the protection of women against sexual harassment. Theright to work with dignity is universally recognized human rights by internationalconventions and instruments such as Convention on the Elimination of all Forms ofDiscrimination against Women.

In adherence to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted an Internal Complaints Committee to look into the matters relating to sexualharassment at workplace.

Ms. Babita Shah (DIN- 07771685) Non-Executive Independent Woman Director is thePresiding Officer of the Committee.

In the event of any sexual harassment at workplace any woman employee of the Companymay lodge complaint to Ms. Babita Shah (DIN- 07771685) in writing or electronicallythrough e-mail at: kwalitycredit50@yahoo.com.

During the period under review no complaints were received by the Company in terms ofthe aforesaid act.

40. Mandatory update of PAN and Bank details against shareholding and transfer ofshares compulsorily in Demat mode w.e.f.5th December2018

SEBI has issued circular SEBI/HO/MIRSD/DOP1/CIR/ P/2018/73 dated 20th April2018 whereby shareholders whose ledger folios do not have details or have incompletedetails with respect to PAN and Bank Account particulars are mandatorily required tofurnish these details to the Issuer Company/Registrar and Share Transfer Agent (RTA) forregistration in the folio. Further as per amended Regulation 40(1) of the ListingRegulations amended vide SEBI Notification No. SEBI/LAD- NRO/GN/2018/24 dated June 82018 effective from December 5 2018; securities of the listed companies can betransferred (except in case of transmission or transposition) only in the dematerializedform. All shareholders holding shares in physical form have been duly notified of the sameby Postal mode of communication and have been provided with the requisite form forfurnishing PAN and Bank details.

41. Management's Discussion and Analysis Report

In accordance with the provision of Regulation 34 of Listing Regulations theManagement's Discussion and Analysis Report forms part of this Annual Report.

42. Acknowledgement

The Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Government of India various State Government departmentsFinancial Institutions Banks and stakeholders including but not limited toshareholders customers and suppliers among others. We place on record our appreciationof the contribution made by our employees at all levels.

The Directors look forward to the continued support of all the stakeholders in thefuture and appreciate and value the contribution made by every member of the Company.

Place : Kolkata On Behalf of the Board of Directors

Dated : 13.08.2018 For Kwality Credit & Leasing Ltd.

Amu Thapa Chairman

DIN:00674928