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Shri Niwas Leasing & Finance Ltd.

BSE: 538897 Sector: Financials
NSE: N.A. ISIN Code: INE201F01015
BSE 00:00 | 27 Feb Shri Niwas Leasing & Finance Ltd
NSE 05:30 | 01 Jan Shri Niwas Leasing & Finance Ltd
OPEN 36.20
PREVIOUS CLOSE 36.20
VOLUME 1
52-Week high 42.50
52-Week low 36.20
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 36.20
Sell Qty 131.00
OPEN 36.20
CLOSE 36.20
VOLUME 1
52-Week high 42.50
52-Week low 36.20
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 36.20
Sell Qty 131.00

Shri Niwas Leasing & Finance Ltd. (SHRINIWASLF) - Director Report

Company director report

To

The Members

Shri Niwas Leasing and Finance Limited

The Directors have pleasure in presenting before you the 32nd Annual Report on thebusiness and operations of the Company alongwith the Audited Financial Statement for thefinancial year ended 31st March 2017.

1. FINANCIAL SUMMARY HIGHLIGHTS:

Financial Result of the Company for the year under review along with the figures forprevious year are as follows:

(IN Rs)
Particulars 31st March 2017 31st March 2016
Total Income 4319260 4572494
Profit/(Loss) before tax 1503472 473587
Less: Provision for Taxation -- --
Current Tax (476361) (192703)
Previous Year Tax -- --
Deferred Tax 23001 36678
Profit/(Loss) after tax 1050112 317562

2. STATE OF COMPANY AFFAIRS:

During the financial year 2016-17 the Company has recorded revenue of Rs 4319260/-.The Company has earned net profit of Rs 1050112/- during the year as compared toprofit Rs 317562/- in the last year. The Directors are optimistic about futureperformance of the Company.

3. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of company.

4. TRANSFER TO RESERVES:

During the year under review Company has transferred Rs 560199/- to theReserves Fund from the profits of the Company in accordance with the provision of Section45IC of the Reserve Bank of India.

5. RBI GUIDELINES:

The Company continues to fulfill all the norms and standards laid down by the ReserveBank of India for the Non Banking Financial Company.

6. NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non Banking FinanceCompany Vide Registration No. 14.00808 dated 20th May 1998.

7. SUBSIDIARY/ ASSOCIATE/ JOINT-VENTURE COMPANIES:

The Company does not have any subsidiary/ Associate / Joint-Venture Company during theF.Y. under review.

8. DIVIDEND:

As the company kept the profits for investment in better projects it regret not torecommend any dividend. But the directors are hopeful better result in ensuring future.

9. SHARE CAPITAL:

The Authorized share capital is Rs 40000000/- and Paid up Equity ShareCapital as on 31st March 2017 was Rs 39970000/-. There was no changein share capital of the company during the year.

10. NON-BANKING FINANCIAL COMPANIES AUDITOR'S REPORT(RESERVE BANK) DIRECTIONS 2016:

Pursuant to the Non-Banking Financial Companies Auditor's Report (Reserve Bank)Directions 2016 a report from the Statutory Auditors to the BOARD OF DIRECTORS' has beenreceived by your company. This report has certified that the company has certified withall the directions and prudential norms as prescribed under the RBI ACT 1934.

11. NON ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during thefinancial year 2016-17 and hence there are no defaults in repayment of amount of principleand interest as on the date of Balance Sheet.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. RE-APPOINTMENT OF DIRECTOR:

Mrs. Babita Jain Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offer herself for re-appointment. TheBoard of Directors recommends her re-appointment.

b. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder.

(i) Mr. Virendra Jain Managing Director

(ii) Ms. Tripti Shakya Company Secretary

(iii) Mr. Upendra Mani Tripathi Company Secretary.

c. COMPANY SECRETARY:

Ms. Tripti Shakya an Associate member of the ICSI Delhi has been appointed by theBoard of Directors of the Company as Company Secretary of the Company with effect from27th May 2017.

Further Mr. Upendra Mani Tripathi Company Secretary ceased from the post of CompanySecretary of company on 1st April 2017.

d. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation.

The Independent Directors have submitted their disclosure to the board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 as well as SEBI (ListingObligations And Disclosure Requirements) Regulations 2015.

The policy for Familiarization of Independent director is available on website of thecompany. There was one Independent Directors meeting held on held on 18th March 2017. e.BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations' 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration Stakeholders'Relationship Committee and Risk Management Committees.

13. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director's Responsibility Statement:

• In the preparation of the Annual Accounts the applicable Accounting Standardshave been followed;

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

• The Directors have taken proper & sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;

• The Directors have prepared the accounts for the year ended 31st March 2017 ona going concern basis.

• The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.

14. MEETINGS:

A. BOARD MEETINGS

The Board of Directors duly met six (6) times during the financial year from 1st April2016 to 31st March 2017.

There were 6 Board Meetings held during the year ended March 31 2017. These were on 30thApril 2016 26th May 2016 6th August 2016 12thNovember 2016 7th February 2017 and 18th March 2017.

The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015/ Companies Act 2013.

The composition of the Board of Directors their attendance at Board Meetings and lastAnnual General Meeting is as under:

Name of director Designation Category

Number of board meeting

Attendance in last AGM
Held Attended
Mr. Virender Jain Managing Director Executive & Non Independent 6 6 Yes
Mr. Surender Kumar Jain Director Non-Executive & Non Independent 6 6 Yes
Mrs. Babita Jain Director Non-Executive & Non Independent 6 6 Yes
Mr. Ramesh Kumr Director Non-Executive & Independent 6 6 Yes
Mr. Deepu Singh Director Non-Executive & Independent 6 6 Yes
Mr. Anil Director Non-Executive & Independent 6 6 Yes

B. COMMITTEE MEETINGS

(i) AUDIT COMMITTEE:

The Audit Committee comprises four members of which three including Chairman of theCommittee are Independent Director. During the Year Four (4) Audit Committee Meetings wereconvened and held.

Meetings of the Committee:

The Committee met four (4) times on 26th May 2016 06thAugust 2016 12th November 2016 & 07th February 2017during the financial year ended March 31 2017.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by theboard of directors.

The Statutory Auditor Internal Auditor and Executive Directors are invited to themeeting as and when required.

The Composition of the Audit Committee and their attendance at the meeting:

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr. Anil Chairperson 4 4
Mrs. Babita Jain Member 4 4
Mr. Deepu Singh Member 4 4
Mr. Ramesh Kumr Member 4 4

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises four members of which threeincluding Chairman of the Committee are Independent Director. During the Year Two (2)Nomination & Remuneration Committee Meetings were convened and held. Meetings of theCommittee:

The Committee met two (2) times on 26th May 2016 and 7thFebruary 2017 during the financial year ended March 31 2017.

The Minutes of the Meetings of the Nomination & Remuneration Committee arediscussed and taken note by the board of directors.

The Composition of the Nomination & Remuneration Committee and their attendance atthe meeting:

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr. Anil Chairperson 2 2
Mrs. Babita Jain Member 2 2
Mr. Deepu Singh Member 2 2
Mr. Ramesh Kumr Member 2 2

(iii) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee comprises four members of which threeincluding Chairman of the Committee are Independent Director. During the Year TwoStakeholders' Relationship Committee Meetings were convened and held.

Scope of the Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and addressthe grievance of the shareholders in respect of share transfers transmission non-receiptof annual report non-receipt of dividend etc and other related activities. In additionthe Committee also looks into matters which can facilitate better investor's services andrelations.

Meetings of the Committee:

The Committee met two (2) times on 6th August 2016 & 7thFebruary 2017 during the financial year ended March 31 2017.

The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussedand taken note by the board of directors.

The Composition of the Stakeholders' Relationship Committee and their attendance at themeeting:

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr. Ramesh Kumr Chairperson 2 2
Mrs. Babita Jain Member 2 2
Mr. Deepu Singh Member 2 2
Mr. Anil Member 2 2

Compliance Officer:

NAME OF THE COMPLIANCE OFFICER Ms. Tripti Shakya
CONTACT DETAILS 22 Rajindra Park New Delhi- 110060
E- MAIL ID shriniwas.limited@gmail.com

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members of which two including Chairmanof the Committee are Independent Director. During the Year Two (2) Risk ManagementCommittee Meetings were convened and held.

Scope of the Committee:

The Committee constituted to understand and assess various kinds of risks associatedwith the running of business and suggesting/implementing ways and means foreliminating/minimizing risks to the business of the Company and periodic review of themanagement control procedures/tools used to mitigate such risks.

Meetings of the Committee:

The Committee met two (2) times on 6th August 2016 and 7thFebruary 2017 during the financial year ended March 31 2017.

The Minutes of the Meetings of the Risk Management Committee are discussed and takennote by the board of directors.

The Composition of Risk Management Committee and their attendance at the meeting:

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr. Anil Chairperson 2 2
Mrs. Babita Jain Member 2 2
Mr. Deepu Singh Member 2 2

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liability Management Committee of the Board was comprises three members ofwhich one including Chairman of the Committee are Independent Director

The Asset Liability Management Committee of the Board has been entrusted with thefollowing responsibilities:

• To ensure proper funding and capital planning management of capital marketsrisks profit planning forecasting and analyzing interest movements etc.

• The ALCO should actively monitor the company's liquidity profile and should havesufficiently broad representation across major internal functions that can be directlyinfluence the company's liquidity risks profile (e.g. lending investment securitieswholesale and retail funding).

• The ALCO should ensure that the risk measurement system adequately identifiesand quantifies risk exposure.

Meetings of the Committee:

The Committee met four (4) times on 26th May 2016 8th August2016 12th November 2016 and 8th February 2017 during thefinancial year ended March 31st 2017.

The Minutes of the Meetings of the Asset Liability Management Committee are discussedand taken note by the board of directors

The Composition of Asset Liability Management Committee and their attendance at themeeting:

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr. Ramesh Kumr Chairperson 4 4
Mr. Virendra Jain Member 4 4
Mrs. Babita Jain Member 4 4

(vi) INVESTMENT COMMITTEE

The Investment Committee of the Board was comprises three members of which oneincluding Chairman of the Committee are Independent Director.

Meetings of the Committee:

The Committee met four (4) times on 26th May 2016 8th August2016 12th November 2016 & 8th February 2017 during thefinancial year ended March 31 2017.

The Minutes of the Meetings of the Asset Liability Management Committee are discussedand taken note by the board of directors

The Composition of Investment Committee and their attendance at the meeting:

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr. Ramesh Kumr Chairperson 4 4
Mr. Virender Jain Member 4 4
Mrs. Babita Jain Member 4 4

C. SHARE HOLDER MEETINGS

There is only one Share Holder Meeting (Annual General Meeting) held on 28thJune 2016 at 10.00 a.m. at 16/121-122 Jain Bhawan Faiz Road Karol Bagh NewDelhi-110005.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investment covered under the provisions of section 186of the Companies Act 2013 are given in the Notes to the Financial Statements.

16. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate withthe Size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit Function.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provision of section 177(9) & (10) of the Companies Act 2013 theCompany has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company i.e.www.shriniwasleasingfinance.com.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the year 2016-17is annexed herewith to the Financial Statements in Form No. AOC-2.

19. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company iswithin the prescribed limit that the paid up Share Capital of the Company is Rs39970000/- (Rupees Three Crore Ninety Nine Lakh Seventy Thousand Only) and Networth is Rs 41547245/- (Rupees Four Crore Fifteen Lakhs Forty Seven Thousand TwoHundred Forty Five Only) as on 31st March 2017.

20. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is applicable to the companyaccordingly Management Discussion & Analysis Report is attached to this report asseparate section under Annexure-I.

21. CREDIT RATING:

The Directors of the Company are pleased to report that the Company has its membershipCertificate from all four CICs i.e Credit Information Bureau (India) Limited (CIBIL)Equifax Credit Information Services Private Limited (ECIS) Experian Credit InformationCompany of India Pvt Ltd CRIF High Mark Credit Information Services Pvt Ltd.

22. EXPOSURE TO REAL ESTATE:

The Company has given Interest bearing loan to the Suncity Projects Pvt. Ltd havingoutstanding balance to the tune of Rs 40899978/- as on 31.03.2017.

23. AUDITORS:

a. STATUTORY AUDITORS:

To Appoint M/s Bhutani & Associates Chartered Accountants (FRN -025906N) in placeof retiring auditor M/s Sanjeev Gaurav & Associates Chartered Accountants asStatutory Auditors of the company commencing from the conclusion of this Annual GeneralMeeting until the conclusion of next Annual General Meeting on such remuneration as may befixed in this behalf by the Board of Directors of the Company. Hence the Resolution forappointment of Auditor is placed in Notice of AGM for approval by members of the company.

A Certificate from the Auditors has been received to the effect that their appointmentif made would be within the limits prescribed under section 141(3) (g) of the CompaniesAct 2013 and that they are not disqualified to be appointed as statutory auditors interms of the provisions of the proviso to section 139(1) section 141(2) and section141(3) of the companies Act 2013 and the provisions of Companies (Audit and Auditors)Rules 2014.

Statutory Auditor's Report

The Auditors have given an audit report on financial of 2016-17 and annexed herewithmarked as Annexure- II.

Statutory Auditor's Observations

The observations made by Auditor with reference to notes to account are selfexplanatory and need no comments. b. SECRETARIAL AUDITOR:

The Company has appointed M/s Vijay Jain & Associates Company Secretaries to holdthe office of the Secretarial Auditors and to conduct the Secretarial Audit.

Secretarial Auditor's Report

The Secretarial Audit Report is annexed herewith marked as Annexure- III to thisreport in

Form No. MR-3.

Secretarial Auditor's Observations

There is a qualification in the report that company did not appoint Chief FinancialOfficer.

The Management Clarified that it is in the search of suitable candidate for the postof Chief Financial Officer.

c. APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Deepak Tyagi as an Internal Auditor of the Company forthe F.Y. 2016-17.

Internal Auditor's Report & Observations

Mr. Deepak Tyagi placed the internal audit report to the Company.

Internal Auditor's Observations

Internal audit report self explanatory and need no comments.

24. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2016-17 is being attached withthe Directors report in Form No MGT-9 marked as Annexure-IV.

25. PARTICULARS OF EMPLOYEES

None of the employees was drawing in excess of the limits by the Companies act 2013and rules made there under which needs to be disclosed in the Directors Report.

26. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN INE201F01015 has been allotted for the Company. Therefore investors maykeep their shareholding in the electronic mode with their Depository Participates. 88.98%of the Company's Paid-up Share Capital is in dematerialized form as on 31st March 2017and balance 11.01% is in physical form.

27. HEALTH SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

28. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The policy is available on the websiteof the company i.e. www.shriniwasleasingfinance.com.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.

No of complaints received Nil
No of complaints disposed off N.A.

29. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is provided elsewhere in this Annual Report inManagement Discussion and Analysis.

30. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

31. CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures:

PARTICULARS IN %
Tier-I Capital 95.53
Tier-II Capital 0.33
Total 95.86

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:

The Company does not fall under any of the industries covered by the Companies(Accounts) Rules 2014. Hence the requirements of disclosure in relation to theconservation of energy technology absorption foreign exchange earnings & outgo arenot applicable to it.

Particulars Current Year 2016-17 Previous Year 2015-2016
A. Conservation of Energy Nil Nil
B. Technology Absorption Nil Nil
C. Foreign Exchange Earnings & Outgo Nil Nil

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

FOR AND ON BEHALF OF BOARD OF DIRECTORS SHRI NIWAS LEASING AND FINANCE LIMITED

BABITA JAIN ANIL
DATE: 11.08.2017 DIRECTOR DIRECTOR
PLACE: NEW DELHI DIN: 00560562 DIN: 07041162