You are here » Home » Companies » Company Overview » Shri Niwas Leasing & Finance Ltd

Shri Niwas Leasing & Finance Ltd.

BSE: 538897 Sector: Financials
NSE: N.A. ISIN Code: INE201F01015
BSE 00:00 | 04 Oct Shri Niwas Leasing & Finance Ltd
NSE 05:30 | 01 Jan Shri Niwas Leasing & Finance Ltd
OPEN 40.00
PREVIOUS CLOSE 40.00
VOLUME 1
52-Week high 40.00
52-Week low 40.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 38.00
Buy Qty 4.00
Sell Price 0.00
Sell Qty 0.00
OPEN 40.00
CLOSE 40.00
VOLUME 1
52-Week high 40.00
52-Week low 40.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 38.00
Buy Qty 4.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Shareholders

Shri Niwas Leasing and Finance Limited

The Directors have pleasure in presenting before you the 34th AnnualReport on the Business and Operations of the Company alongwith the Audited FinancialStatement for the financial year ended 31st March 2019.

FINANCIAL SUMMARY HIGHLIGHTS:

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

(IN INR)

Particulars 31st March 2019 31st March 2018
Total Income 5038807 61654
Profit/(Loss) before tax 43119285 (42348487)
Less: Provision for Taxation - --
Current Tax ( 399195) --
Previous Year Tax - --
Deferred Tax 10304 (6160)
Profit/(Loss) after tax 42730394 (42354648)

STATE OF COMPANY AFFAIRS:

During the Financial Year 2018-19 the Company has recorded Revenue of Rs. 5038807/- The Company has earned Net profit before tax of Rs. 43119285/-TheDirectors are optimistic about future performance of the Company.

WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return of the Company for the Financial Year 2018-19referred in sub-section (3) of Section 92 has been placed is mentioned below:

www.shriniwasleasingfinance.com CHANGE IN NATURE OF BUSINESS:

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

SUBSIDIARY/ ASSOCIATE/ JOINT-VENTURE COMPANIES:

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

SHARE CAPITAL:

The Authorized Share Capital is INR 40000000/- and Paid up Equity ShareCapital as on 31st March 2019 was INR 39970000/-. There was nochange in share capital of the company during the year.

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.

TRANSFER TO RESERVES:

The Company did not transfer any amount to the General Reserves.

NON-ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during theFinancial Year 2018-19 and hence there are no defaults in repayment of amount of principleand interest as on the date of Balance Sheet.

CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior managementpersonnel. The Code of Conduct is available at company's website www.shriniwasleasingfinance.com

RBI GUIDELINES:

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

NBFC REGISTRATION:

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

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.

DISTRIBUTION OF 39970000 EQUITY SHARE CAPITAL AS ON : 30/06/2019

Nominal Value of Each Share: Rs. 10

Share or Debenture holding Nominal Value Number of Shareholders % to Total Numbers Share or Debenture holding Amount )tal Amount
(Rs.) (Rs.)
1 2 3 4 5
Up To 5000 617 71 394770 0.99
5001 To 10000 51 5.87 504110 1.26
10001 To 20000 109 12.54 1991130 4.98
20001 To 30000 22 2.53 561000 1.4
30001 To 40000 9 1.04 335000 0.84
40001 To 50000 14 1.61 654000 1.64
50001 To 100000 8 0.92 650470 1.63
100000 and Above 39 4.49 34879520 87.26
Total 869 100 39970000 100

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. RE-APPOINTMENT OF DIRECTOR:

Mr. Surendra Kumar Jain Director of the Company is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible offer himself for re-appointment.The Board of Directors recommends him 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.

Ms. Rajni Tanwar Managing Director (previous Managing Director was Mr. VirendraJain)

Ms. Moni Chief Financial Officer

Ms. Sirat Arora Company Secretary

c. COMPANY SECRETARY:

Ms. Sirat Arora an Associate member of the ICSI Delhi has been appointed by theBoard of Directors of the Company as Company Secretary of the Company.

Further Ms Tripti Shakya Company Secretary ceased from the post of Company Secretaryof company.

d. INDEPENDENT DIRECTORS:

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

In accordance with the provisions of Section 149 read with Schedule IV of the CompaniesAct 2013 and Regulation 17 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. Deepu Singh (DIN:06786614) is reappointed as an Independent Director of the Company for a period offive years with immediate effects(i.e. w.e.f. 34th Annual general meeting) ortill such earlier date to confirm with the policy on retirement and as may be determinedby any applicable statutes rules regulations or guidelines

The Independent Directors have submitted their disclosure to the Board that they fulfilall the requirements as to qualify for their appointment as an Independent Director underthe provisions of the Companies Act 2013 as well as SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The policy for Familiarization of Independent director is available on website of thecompany. www.shriniwasleasingfinance.com

There was one Independent Directors meeting held on held on 27th October 2018.

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.

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 Standards havebeen followed;

The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review;

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

The Directors have prepared the accounts for the year ended 31st March 2019 on a goingconcern basis.

The directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.

The directors had devised proper system to ensure compliance with the provision of allapplicable laws and that such systems were adequate and operating effectively.

MEETINGS:

BOARD MEETINGS

The Board of Directors duly met eight (8) times during the financial year from1st April 2018 to 31st March 2019.

There were 8 Board Meetings held during the year ended March 31 2019. Thesewere on 16th April 2018 28th April 2018 10th May2018 26th May 2018 10th August 2018 12th November2018 15th December 2018 18th January2019.

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. Virendra Jain Managing Director Executive & Non Independent 8 8 Yes
Mr. Surendera Kumar Jain Director Non Executive & Independent 8 8 Yes
Mrs. Babita Jain Director Non-Executive & Non Independent 8 4 No
Mr. Ramesh Kumar Director Non-Executive & Independent 8 4 No
Mr. Deepu Singh Director Non-Executive & Independent 8 4 Yes
Mr. Anil Director Non-Executive & Independent 8 4 Yes
Ms. Rajni Tanwar Director Executive &Non Independent 8 4 Yes

COMMITTEE MEETINGS

AUDIT COMMITTEE: The Audit Committee comprises three members and majority of themember of the Committee are Independent Director. During the Year Four (4) Audit CommitteeMeetings were convened and held.

Meetings of the Committee:

The Committee met four (4) times on 26th May 2018 06thAugust 2018 27th October 2018 15th January 2019 during thefinancial year ended March 31st 2019.

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 till 10thAugust 2018:

Name of Members Category/Designation

No. of Meetings

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

Due to resignation of Mrs. Babita Jain and Mr. Ramesh Kumar and appointment of the Ms.Rajni Tanwar on 10th August 2018 the Committee re-constituted and meetingsthereafter held accordingly:-

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr.Anil Chairperson 2 2
Mr. Deepu Singh Member 2 2
Mr. Surendra Kumar Jain Member 2 2
Ms. Rajni Tanwar Member 2 2

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises Three (3) Members of whichmajority of the members of Committee are Independent Director. During the Year Three (3)Nomination & Remuneration Committee Meetings were convened and held meetings of theCommittee:

The Committee met Three (3) times on 06th August 2018 and 27thOctober 2018 during the financial year ended March 31 2019.

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 1 1
Mr. Deepu Singh Member 1 1
Mrs. Babita Jain Member 1 1
Mr. Ramesh Kumar Member 1 1

Due to resignation of Mrs. Babita Jain and Mr. Ramesh Kumar and appointment of the Ms.Rajni Tanwar on 10th August 2018 the Committee re-constituted and meetingsthereafter held accordingly:-

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr.Anil Chairperson 1 1
Mr. Deepu Singh Member 1 1
Mr. Surendra Kumar Jain Member 1 1

ii) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee comprises three (3) Members of which majorityare Independent Director. During the Year Two Stakeholders' Relationship CommitteeMeetings 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 June 2018 & 05thOctober 2018 during the financial year ended March 31st 2019.

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. Anil Chairperson 1 1
Mr. Deepu Singh Member 1 1
Mrs. Babita Jain Member 1 1
Mr. Ramesh Kumar Member 1 1

Due to resignation of Mrs. Babita Jain and Mr. Ramesh Kumar and appointment of the Ms.Rajni Tanwar on 10th August 2018 the Committee re-constituted and meetingsthereafter held accordingly:-

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr.Anil Chairperson 1 1
Mr. Deepu Singh Member 1 1
Mr. Surendra Kumar Jain Member 1 1

Compliance Officer:

NAME OF THE COMPLIANCE OFFICER Ms. Sirat Arora (Qualified Company Secretary)
CONTACT DETAILS 47/18 Rajindra Place Metro Station New Delhi- 110060
E- MAIL ID shriniwas.limited@gmail.com

v) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises Three Members of which majority members ofCommittee are Independent Director. During the Year one (1) Risk Management CommitteeMeetings 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 one (1) time on 25th July 2018 during thefinancial year ended March 31 2019.

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 1 1
Mrs. Babita Jain Member 1 1
Mr. Deepu Singh Member 1 1

Due to resignation of Mrs. Babita Jain and Mr. Ramesh Kumar and appointment of the Ms.Rajni Tanwar on 10th August 2018 the Committee re-constituted and meetingsthereafter held accordingly:-

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr.Anil Chairperson 0 0
Mr. Deepu Singh Member 0 0
Mr. Surendra Kumar Jain Member 0 0

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liability Management Committee of the Board was comprises Three members ofwhich majority of the members of Committee are Independent Directors

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

To ensure proper funding and capital planning management of capital markets risksprofit 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 identifies andquantifies risk exposure.

Meetings of the Committee:

The Committee met one (1) time on 6th August 2018 during theFinancial Year ended March 31st 2019.

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 Kumar Chairperson 1 1
Mr. Virendra Jain Member 1 1
Mrs. Babita Jain Member 1 1

Due to resignation of Mrs. Babita Jain and Mr. Ramesh Kumar and appointment of the Ms.Rajni Tanwar on 10th August 2018 the Committee re-constituted and meetingsthereafter held accordingly:-

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr. Virendra Jain Chairperson 0 0
Mr. Surendra Kumar Jain Member 0 0
Mr. Anil Member 0 0

vi) INVESTMENT COMMITTEE

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

Meetings of the Committee:

The Committee met one (1) time on 6th August 2018 during theFinancial Year ended March 31st 2019.

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 Kumar Chairperson 1 1
Mr. Virendra Jain Member 1 1
Mrs. Babita Jain Member 1 1

Due to resignation of Mrs. Babita Jain and Mr. Ramesh Kumar and appointment of the Ms.Rajni Tanwar on 10th August 2018 the Committee re-constituted and meetingsthereafter held accordingly:-

Name of Members Category/Designation

No. of Meetings

Held Attended
Mr. Anil Chairperson 0 0
Mr. Virendra Jain Chairperson 0 0
Mr. Surendra Kumar Jain Member 0 0

SHARE HOLDER MEETINGS

There is only one Shareholder Meeting (Annual General Meeting) held on Tuesday the 25thDay of September 2018 at 10.00 a.m at 47/18 Rajindra Place Metro Station NewDelhi-110060.

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.

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.

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 behaviouractual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy.The Whistle Blower Policy is available on the website of the Company i.e. www.shriniwasleasingfinance.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Particulars of Contracts or Arrangements with Related Parties for the year 2018-19is annexed herewith to the Financial Statements in Form No. AOC-2.

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 INR39970000/- (Rupees Three Crore Ninety Nine Lakh Seventy Thousand Only) and Networth is INR 41547246/- (Rupees Four Crore Fifteen Lakh Forty Seven Thousand TwoHundred Forty Six Only) as on 31stMarch 2019.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is applicable to the Companyaccordingly Management Discussion & Analysis Report is attached to this report as

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.

EXPOSURE TO REAL ESTATE:

The Company has given Interest bearing loan to the Suncity Projects Pvt. Ltd. AndProhomes Propmart Pvt. Ltd. of ' 28389896/- and ' 4820006/- respectively as on31-03-2019.

AUDITORS:

STATUTORY AUDITORS:

To Appoint M/s MAK & Co. Chartered Accountants (FRN: 028454N) in place ofretiring auditor M/s Bhutani& Associates Chartered Accountants (FRN -025906N 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 2018-19 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.

SECRETARIAL AUDITOR:

The Company has appointed M/s Babita & Associates Company Secretaries asSecretarial Auditors of the Company.

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

The Company has duly complied with all the Provisions of Companies Act 2013Secretarial Standards NBFC Regulations SEBI lODR 2015 and other applicable provisionsand need no comments.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Sudhish Verma as an Internal Auditor of theCompany for the F.Y. 2018-19.

Internal Auditor's Report & Observations

Mr. Sudhish Verma placed the internal audit report to the Company.

Internal Auditor's Observations

Internal audit report self explanatory and need no comments.

MAINTENANCE OF COST RECORDS- Not Applicable

Maintenance of Cost Audit Records as specified by the Central Government undersubsection (1) of Section 148 of the Companies Act 2013 is not applicable to theCompany and accordingly such accounts and records are not required to be made andmaintained.

Also Cost Audit is not applicable to the Company.

ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success in the market place and a good reputationis among the primary determination of value to the shareholders. For this purpose theManagement has listed its shares on BSE Limited having nationwide trading platform.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2018-19 is being attached withthe Directors report in Form No MGT-9 marked as ANNEXURE-IV.

PARTICULARS OF EMPLOYEES

Disclosure under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:

The information required under Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules2014 as amended has been furnished herein below.

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2018-19 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Name of Director/KMP and Designation % increase in Remuneration in the Financial Year 2018-19 Ratio of Remuneration of each Director / to Median Remuneration of Employees
1. Mr. Virendra Jain Managing Director - -
2. Mr. Surendera Kumar Jain Director - -
3. Mr. Anil Director - -
4 Mr. Deepu Singh Director - -
5 Ms. Rajni Tanwar Director
6 Ms. Moni#A Chief Executive officer - -
7. Ms. Tripti Shakya#A Company Secretary
7 Ms. Sirat Arora#A Company Secretary ** **

Note: No sitting fees paid to Independent Directors and Non-executive director andhence not included in the above table.

# The remuneration has been paid on pro-rata basis for those who served for only partof the Financial year 2018-19.

• Ms. Tripti Shakya(Company Secretary) vacant office on 30thApril 2018.

• Ms. Moni (Chief Financial officer) has been appointment w.e.f. 12thNovember 2018

• Ms. Sirat Arora (Company Secretary) has been appointment w.e.f. 15thDecember 2018

None of the employee was drawing in excess of the limits by the Companies Act 2013 andrules made there under which needs to be disclosed in the Directors Report.

28. 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 March2019 and balance 11.02% is in physical form.

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.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept asharp focus on Employee Engagement. The Company's Human Resources is commensurate with thesize nature and operations of the Company.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE COMPANIES ACT 2013

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2018-2019.

COMPLIANCE

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act 2013Listing Agreement executed with the Stock Exchange(s) SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and other applicablerules/regulations/guidelines issued from time to time.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India on April 10 2015 theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. Thereafter Secretarial Standards were revisedwith effect from October 01 2017. The Company is in compliance with the SecretarialStandards.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT2013:

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 2018-19.

No of complaints received : Nil

No of complaints disposed off : N.A.

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.

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.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANYTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Report there have been no material changes andcommitments made between the end of the financial year of the company and the date of thisreport.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the company.

30. CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures:

PARTICULARS IN %
Tier-I Capital 102.73
Tier-II Capital 0.39
Total 103.12

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished.

(A) Conservation of energy:

Steps taken / impact on conservation of energy with special reference to thefollowing:

Steps taken by the company for utilizing alternate sources of energy including wastegenerated: NIL

(B) Technology absorption:

Efforts in brief made towards technology absorption. Benefits derived as a result ofthe above efforts e.g. product improvement cost reduction product development importsubstitution etc.

The Company has not taken any technical knowhow from anyone and hence not applicable.In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred anyexpenditure on research and development.

(c) Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings and Outgoings 31st March 2019 31st March 2018
Earnings in Foreign Currency (FOB Value of exports) NIL NIL
Expenditure in Foreign Currency 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

Sd/- Sd/-
RAJNI TANWAR VIRENDRA JAIN
DATE: 27.08.2019 MANAGING DIRECTOR DIRECTOR
PLACE: NEW DELHI DIN:-08201251 DIN: 00530078