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Nalin Lease Finance Ltd.

BSE: 531212 Sector: Financials
NSE: N.A. ISIN Code: INE606C01012
BSE 00:00 | 06 Jul 28.50 0.45
(1.60%)
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28.65

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NSE 05:30 | 01 Jan Nalin Lease Finance Ltd
OPEN 28.65
PREVIOUS CLOSE 28.05
VOLUME 327
52-Week high 41.00
52-Week low 23.75
P/E 7.18
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.65
CLOSE 28.05
VOLUME 327
52-Week high 41.00
52-Week low 23.75
P/E 7.18
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nalin Lease Finance Ltd. (NALINLEASEFIN) - Director Report

Company director report

To

The Shareholders

Your directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended 31st March 2021.

FINANCIAL HIGHLIGHTS (STANDALONE)

The financial summary performance highlights operations/ states of affair of yourCompany for the year are summarized below:

(Rupees in Thousands)

Particulars Current Year ended 31st March 2021 Previous Year ended 31st March 2020
Income from Business Operations 48889.22 49800.99
Other income 48.24 3012.68
Total income 48937.46 52813.67
Less: Expenditure except Depreciation 14562.59 23996.90
Profit before Depreciation and Tax 34374.87 28816.77
Less: Depreciation 1288.98 1142.45
Profit before Tax 33085.89 27674.32
Less: Tax Expense 7842.78 7780.33
Net Profit after tax 25243.11 19893.99
Add: Other Comprehensive Income - -
Net Profit for the period 25243.11 19893.99
Earnings per share:
Basic 3.85 3.03
Diluted 3.85 3.03

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

Though the pandemic brought challenges on the NBFC sector it gave rise to greateropportunities such as realignment of strategies cost optimisation and more focus ondigital mode for sustainable growth. With the second wave of Covid-19 leading to partiallockdown and restricted business activities the upside is vaccination drives are in fullswing across the country.

The Government and RBI have introduced several liquidity and stimulus measures tosupport the NBFC industry which have slowly started to yield results. Disbursements arepicking up sequentially across the NBFC sector driven by moratorium exit pent-up andseasonally strong demand. The NBFC industry remains an important functionary in theeconomic ecosystem to fulfil credit requirement of credit starved and new to creditcustomers by bringing them into formal financial services ecosystem.

The operations of the Company have continued to improve and this is reflected in thequality of the services offered as also in improved cost efficiencies. Wherever requiredour staffs are working from home. Disbursements and physical collections which wereimpacted during the onset of Covid-19 are back to pre-Covid levels. The Company is wellprepared to seize opportunities and manage risks at every stage of our value chain.

All businesses including Gold Loan Business Loan and Vehicle Loans have seen goodstability and reasonable profitability through the last financial year.

The Company hopes to offer a full range of new services in the segment of Gold Loan andthe development work is continuing.

CHANGE IN NATURE OF BUSINESS IF ANY

There is no change in the business carried on by the company. The classes of businessin which the company has an interest are: - Vehicle Loan Gold Loan Business Loan andOther Loans as stated in the Financial Statements.

DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 0.50/- per share on6558180 equity shares of Rs. 10/- each for the year ended on 31st March2021. Dividend is subject to approval of members at the ensuing Annual General Meeting(AGM) and shall be subject to deduction of income tax at source.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the Company has decided /proposed to Carry following amount to itsReserves as under:-

To Reserve fund as per RBI Act (Rupees in Thousands): 5048.62/-

To General Reserve (Rupees in Thousands): 7500/-

CHANGES IN SHARE CAPITAL IF ANY

There was no change in Share Capital of the Company during the year under review as ithas not issued any shares including Equity Shares Shares with Differential Voting RightsStock Options Sweat Equity etc. The Company has not bought back any equity shares duringthe year 2020-21.

As on 31st March 2021 the Paid-up share capital of the Company stood atRs. 65581800/- consisting of 6558180 Equity Share of Rs. 10/- each.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/ unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.

COMPLIANCE WITH RBI GUIDELINES

The Directors confirm that the Company has not invited or accepted any deposits fromthe public and the Company has complied with all the applicable regulations of the ReserveBank of India as on March 31 2021.

SUBSIDIARY /ASSOCIATE/ JOINT VENTURES OF THE COMPANY

During the year under review there were no Subsidiary associate and joint ventures ofthe Company.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

During the period under review Mr. Dilipkumar Nalinkant Gandhi was re-appointed asManaging Director for a period of 5 years from 01/08/2020 to 31/07/2025.

Further Mr. Harsh Dilipkumar Gandhi was re-appointed as Whole-Time Director from01/08/2020 to 31/07/2025.

Mr. Samirkumar Kantilal Shah was re-appointed as Independent Director of the companyfor a period of 5 years w.e.f. 15/04/2020.

In accordance with Section 152 of the Act Mrs. Pallaviben Dilipkumar Gandhi is liableto retire by rotation at the ensuing Annual General Meeting ("AGM") and beingeligible has offered herself for re-appointment. The Board recommends the same for theapproval of Shareholders.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for F.Y. 2020-21 is given in Annexure I in theprescribed Form No- MGT-9 which is a part of this report.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

During the year under review Board Meetings Audit Committee Meetings Nomination &

Remuneration Committee Meetings Stakeholders’ Relationship Committee Meetings andother Meetings were convened the details of which are given in Corporate GovernanceReport.

The maximum interval between any two meetings didn’t exceed 120 days asprescribed in the Companies Act 2013.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report as Annexure II.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPAIES ACT 2013

In the financial year 2020-21 all contracts or arrangements executed by the Companyduring the financial year with related parties were on arm’s length basis and in theordinary course of business. The information on transactions with related parties pursuantto Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules2014 are given in Annexure III in Form No- AOC-2 and the same forms part of thisreport.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015. The Composition of AuditCommittee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. The

Composition of the Committee is given in the Corporate Governance Report which formsthe integral part of this Annual Report.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee of the Company is constituted in linewith the provisions of section 178 of the Companies Act 2013 to be read with Regulation20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. TheComposition of the Committee is given in the Corporate Governance Report which forms theintegral part of this Annual Report.

BOARD ANNUAL EVALUATION

The provisions of section 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of the Independent Directors shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/ framework laid down by the Nomination & Remuneration Committee of thecompany and adopted by the Board. The evaluation was carried out through a structuredevaluation process to judge the performance of individual Directors including the Chairmanof the Board. They were evaluated on parameters such as their education knowledgeexperience expertise skills behaviour leadership qualities level of engagement &contribution independence of judgment decision making ability for safeguarding theinterest of the Company stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.

STATUTORY AUDITOR

As per the provisions of Section 139 of the Companies Act 2013 Paresh Thothawala& Co. (Firm Registration No. 114777W) Chartered Accountants Ahmedabad having addressat A-707 TIMES SQUARE ARCADE-2 NR. AVALON HOTEL OPP. MANN PARTY PLOT BODAKDEVAHMEDABAD 380054 was appointed as the Statutory Auditors of the Company at the AnnualGeneral Meeting held on 30th September 2020 to hold office upto the conclusionof the 30th Annual General Meeting of the Company. Your Company has receivedletter from M/s. PARESH THOTHAWALA & CO Chartered Accountants; Ahmedabad to theeffect that their appointment if made would be within the prescribed limits underSection 141 of the Companies Act 2013 read with rules made there under and that they arenot disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. PARESH THOTHAWALA & COChartered Accountants as Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting (AGM) till the conclusion of 31stAnnual General Meeting of the Company to be held in the calendar year 2022 subject toapproval of Shareholders of the Company.

The Statutory Audit Report does not contain any qualifications reservations adverseremarks or disclaimer.

SECRETARIAL AUDITOR

Your Directors have appointed M/s. Amrish Gandhi & Associates Practicing CompanySecretary having address at 504 Shivalik Abaise Nr. Anand Nagar Bus Stand Opp. ShellPetrol Pump Anand Nagar Road Satellite; Ahmedabad-380015 as Secretarial Auditor for thefinancial year 2020-21. The Secretarial Audit Report for the financial year ended March31 2021 is attached to this report as Annexure IV.

The Secretarial Audit Report does not contain any qualifications reservations adverseremarks or disclaimer.

INTERNAL AUDITOR

The Company had appointed Mr. AJAYKUMAR J SHAH & CO Chartered Accountantsas Internal Auditor of the Company to carry out the Internal Audit Functions. The InternalAuditor submits a "Yearly Report" to the Audit Committee for its review.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehaviour the company has adopted a vigil mechanism policy.

Your Company has put in place a formal whistle blowing policy/vigil mechanism for itsdirectors employees customers and other stakeholders as per the requirements of theCompanies Act 2013. The policy has clearly laid down its scope and applicabilityprocedure to be followed for whistle blowing including the e-mail address and telephonenumbers of the senior officers handling the matters escalated to them through the whistleblowing mechanism.

The Policy provides for adequate safeguards against the victimisation of employees whoavail of the mechanism and allows direct access to the Chairperson of the Audit Committeein exceptional cases. The details of Policy are available on our website www.nalinfin.co.in.

PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investmentcovered under the provision of the Section 186 of the Companies Act 2013 during the yearunder review. All investments made during the year were within the stipulated limits oflaw.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

To the best of the Management’s knowledge there has been no material order passedby any regulator or Court or Tribunal impacting the Going Concern status of theCompany’s operations.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR.

To the best of the Management’s knowledge there has been no Application made orany proceeding pending under the Insolvency and Bankruptcy Code 2016 during the FinancialYear 2020-21.

INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from lossunauthorised use or disposition of its assets. All the transactions are properlyauthorised recorded and reported to the Management. Internal Audit is carried out in aprogrammed way and follow up actions are taken to rectify all audit observations.Statutory Auditors of the Company have confirmed the adequacy of the internal controlprocedures in their report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013; hence the same are not applicable to the company for the periodunder review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUT-GOThe requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3) (m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 is given below:

(A) Conservation of energy

Your Company being a Non-Banking Finance Company its activities are not energyintensive.

However your Company has taken adequate measures for conservation of energy whereverrequired.

(B) Technology Absorption

Your Company being a Non-Banking Finance Company its activities do not requireadoption any specific technology. However your Company has been in the forefront inimplementing latest information technologies & tools towards enhancing our customerconvenience. Mobile number validation system introduced has enhanced the quality of ourKYC data captured in the system. This helps us provide the customers useful andinformative SMS alerts on transactions repayment reminders and missed call facilities soas to track their accounts offline also. With the infusion of technology across we walkedahead of time towards true Digital India and financial inclusion.

(C) Foreign exchange earnings and Outgo:

Total Foreign Exchange Earned: NIL Total Foreign Exchange Used: NIL

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134(3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company has identified following element of risk which maythreaten the existence of the company.

Risk Management Policy

The Company is exposed to Credit Risk Liquidity Risk and Market Risk. TheCompany’s Board of Directors has an Overall Responsibility for the Establishment andOversight of the Company’s Risk Management Framework. The Board of Directors hasestablished the Risk Management Committee which is responsible for developing andmonitoring the Company’s Risk Management Policies. The Committee reports regularly tothe Board of Directors on its activities.

The Company’s risk management policies are established to identify and analyse therisks faced by the Company to set appropriate risk limits and controls and to monitorrisks and adherence to limits. Risk management policies and systems are reviewed regularlyto reflect changes in market conditions and the Company’s activities. TheCompany’s risk management committee oversees how management monitors compliance withthe Company’s risk management policies and procedures and reviews the adequacy ofthe risk management framework in relation to the risks faced by the Company. The majorrisks are summarised below:

1. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counter-partyto financial instrument fails to meet its contractual obligations and arises principallyfrom the Company’s receivables from customers and loans. The carrying amounts offinancial assets represent the maximum credit risk exposure. The Company’s majorincome generating activity is gold loan vehicle loan business loans and others.Therefore credit risk is a principal risk. Credit risk mainly arises from loans andadvances to customers that are an asset position. The Company considers all elements ofcredit risk exposure such as counterparty default risk risk of not taking collateralagainst loans geographical risk and sector risk for risk management purposes.

The Company’s exposure to credit risk is influenced mainly by the individualcharacteristics of each customer. However management also considers the factors that mayinfluence the credit risk of its customer base including the default risk associated withthe industry. The risk management committee has established a credit policy under whicheach new customer is analysed individually for creditworthiness before the

Company’s standard payment and delivery terms and conditions are offered. TheCompany’s review includes external ratings if they are available financialstatements credit agency information industry information etc.

Policies and procedure for credit risk for different products

The Company addresses credit risk by following different processes for differentproduct:

Gold Loan

a) Credit risk on Gold loan is considerably reduced as collateral is in the form ofGold ornaments which can be easily liquidated and there is only a distant possibility oflosses due to adequate margin of 25% or more retained while disbursing the loan. Creditrisk is further reduced through a quick but careful collateral appraisal and loan approvalprocess. Hence overall the Credit risk is normally low.

b) Sanctioning powers for Gold Loans is delegated to Manager of the company.Sanctioning powers is used only for granting loans for legally permitted purposes. Themaximum Loan to Value stipulated by the Reserve Bank of India does not exceed under anycircumstances.

c) Gold ornaments brought for pledge is the primary responsibility of Manager. Extracare is taken if the gold jewellery brought for pledge by any customer at any one time orcumulatively is more than 20 gm. Manager Records the questions asked to the customer forascertaining the ownership of the gold jewellery and also the responses given by thecustomer in a register for future reference.

d) Auctions are conducted as per the Auction Policy of the Company and the guidelinesissued by Reserve Bank of India. Auction is generally conducted before loan amount plusinterest exceeds realizable value of gold. After reasonable time is given to the customersfor release after loan becomes overdue and exhausting all efforts for persuasive recoveryauction is resorted to as the last measure in unavoidable cases. Losses on account ofauctions are recovered from the customer. Any excess received on auctions are refunded tothe customer.

Vehicle Loan

The credit risk management policy of the Group seeks to have following controls and keymetrics that allows credit risks to be identified assessed monitored and reported in atimely and efficient manner in compliance with regulatory requirements:

i) Standardize the process of identifying new risks and designing appropriate controlsfor these risks

ii) Minimize losses due to defaults or untimely payments by borrowers

iii) Maintain an appropriate credit administration and loan review system

iv) Design appropriate credit risk mitigation techniques

2. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting itsobligations associated with its financial liabilities. The Company’s approach inmanaging liquidity is to ensure that it will have sufficient funds to meet its liabilitieswhen due.

The Company manages its liquidity requirement by analysing the maturity pattern of the

Company’s cash flow of financial assets and financial liabilities. TheCompany’s objective is to maintain a balance between continuity of funding andflexibility through unutilised cash credit facility and cash and cash equivalents. Thetotal cash credit limit available to the Company is Rs. 7.50 Crores. The utilization levelis maintained in such a way that ensures sufficient liquidity on hand.

3. Market rate risk

Market risk is the risk that the fair value of future cash flows of a financialinstrument will fluctuate because of changes in market prices. In the case of the Companymarket risk primarily impacts financial instruments measured at fair value through profitor loss. Market risk includes interest rate risk and foreign currency risk.

a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financialinstrument will fluctuate because of changes in market interest rates. The Company doesnot have exposure to the risk of changes in market interest rate as it has debtobligations with fixed interest rates which are measured at amortised cost.

b) Foreign currency risk

The Company does not have any instrument denominated or traded in foreign currency.Hence such risk does not affect the Company.

4. Price risk For Gold Loan

Sudden fall in the gold price and fall in the value of the pledged gold ornaments canresult in some of the customers to default if the loan amount and interest exceeds themarket value of gold. This risk is in part mitigated by a minimum 25% margin retained onthe value of jewellery for the purpose of Calculation of the loan amount. Further weappraise the jewellery collateral solely based on the weight of its gold contentexcluding weight and value of the stone studded in the jewellery. In addition thesentimental value of the gold jewellery to the customers may induce repayment andredemption of them collateral even if the value of gold ornaments falls below the value ofthe repayment amount. An occasional decrease in gold prices will increase price risksignificantly on account of our adequate collateral security margins. However a sustaineddecrease in the market price of gold can additionally cause a decrease in the size of ourloan portfolio and our interest income.

5. Prepayment risk

Prepayment risk is the risk that the Company will incur a financial loss because itscustomers and counterparties repay or request repayment earlier or later than expectedsuch as fixed rate loans like ours when interest rates fall.

MANAGERIAL REMUNERATION

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed herewith as Annexure V.

CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.

Declaration by CEO/ CFO that the Board Members and Senior Personnel have complied withthe Code of Conduct is annexed herewith as Annexure VI.

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation 2015 to be read with Part- A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the Practicing Company Secretary confirmingcompliance forms an integral part of this Report as Annexure VII.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013

All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015. The Board of Directors in the said meeting confirmed thatthe Independent Directors of the Company fulfil the conditions specified in Companies Act2013 Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and are independent of the management. No IndependentDirector has resigned during the F.Y. 2020-21.

LISTING AGREEMENT

The shares of the Company are presently listed at Bombay Stock Exchange Limited. Allstatutory dues including Annual Listing Fees for the Financial Year 2021-22 has been paidby the Company.

LISTING OF NEW SECURITIES ISSUED PURSUANT TO THE SCHEME OF AMALGAMATION

As per BSE notice dated 15th June 2020; BSE approved the listing ofsecurities issued pursuant to the Scheme of amalgamation of Amee Finance Ltd GandhiShroff Services Private Ltd Nalin Services Ltd and Nalin Consultancy Services Ltd withNalin Lease Finance Ltd. and permitted the Trading members for trading on the Exchangewith effect from Tuesday June 16th 2020. The details of Securities anddistinctive number of allotment are as follows:

Security Details 3296180 equity shares of Rs. 10/- each issued pursuant to the
Scheme of Amalgamation of Amee Finance Ltd Gandhi Shroff
Services Private Ltd Nalin Services Ltd and Nalin Consultancy
Services Ltd with Nalin Lease Finance Ltd.
These shares are ranking pari-passu with the existing equity shares of the company.
ISIN INE606C01012
Dist. Nos. 3262001 to 6558180
Date of Allotment 31/01/2020

DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

With reference to Regulation 32 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the disclosure of Statement of Deviation(s) orVariation(s) as per the said regulation is not applicable to the Company.

DISCLOSURE OF MAINTENANCE OF COST RECORDS

Maintenance of Cost Records as specified by the Central Government under sub-section(1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board on therecommendation of Nomination & Remuneration Committee framed a policy for selectionand appointment of Directors Senior Management Personnel and fixation of theirremuneration thereof. The Policy contains inter-alia directors’ appointment andremuneration including criteria for determining qualifications positive attributes;independence of a Director etc.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013Directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) the directors had 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 as at 31st March 2021 and ofthe profit/loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud andirregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

f) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance andcooperation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company’s performance and for enhancing itsinherent strength. Your Directors also acknowledge with gratitude the encouragement andsupport extended by our valued stakeholders.

For and on behalf of the Board
For NALIN LEASE FINANCE LIMITED
Date: 17-05-2021
Place: Himatnagar
SD/- SD/-
Dilipkumar N. Gandhi Harsh D. Gandhi
Managing Director Whole Time Director
DIN: 00339595 DIN: 03120638

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