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Superior Finlease Ltd.

BSE: 539835 Sector: Financials
NSE: N.A. ISIN Code: INE574R01010
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NSE 05:30 | 01 Jan Superior Finlease Ltd
OPEN 16.05
PREVIOUS CLOSE 16.05
VOLUME 6090
52-Week high 19.60
52-Week low 14.50
P/E 59.44
Mkt Cap.(Rs cr) 5
Buy Price 16.00
Buy Qty 250.00
Sell Price 16.05
Sell Qty 2600.00
OPEN 16.05
CLOSE 16.05
VOLUME 6090
52-Week high 19.60
52-Week low 14.50
P/E 59.44
Mkt Cap.(Rs cr) 5
Buy Price 16.00
Buy Qty 250.00
Sell Price 16.05
Sell Qty 2600.00

Superior Finlease Ltd. (SUPERIORFINLEAS) - Director Report

Company director report

To the Members of Superior Finlease Limited

The Directors hereby present their Annual Report together with the audited financialstatements for the Financial Year (FY) ended 31 March 2018.

FINANCIAL SUMMARY/HIGH LIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

FINANCIAL HIGHLIGHTS (Amount in Rs.)
Particulars Current Year Standalone Previous Year
31st March 2018 31st March 2017
Income from operations 2239305 1762093
Other Income - -
Total Income 2239305 1762093
Total Expenditure 1763716 1048807
Profit/(loss) before tax 475589 713286
Less : Provision for taxation
(i) Current Year (122464) (132000)
(ii) Earlier Year Adjustment - -
(iii) Deferred Tax 800965
Profit/(loss) of the Year 353125 1382251

REVIEW OF OPERATIONS

The revenue from operations (Standalone) for the year ended 31st March 2018 stood atRs. 2239305 as compared to Rs. 1762093 for the previous year ending 31st March 2017.

The Profit before tax for the year ended 31st March 2018 stood at Rs. 475589 ascompared to profit of Rs. 713286 for the year ending 31st March 2017. The Profit afterTax stood at Rs. 353125 for the year ending 31st March 2018 as compared to profit of Rs.1382251 for the previous year.

TRANSFER TO RESERVES

An amount of Rs. 353125 shall be retained as net surplus in the Profit and LossAccount as against Rs. 1382251 which was transferred to net surplus in the previousyear. During the year under review the amount had transferred to Reserve u/s 45-IC of RBIAct.

DIVIDEND

In view of need to conserve the resources of the company for the future growth yourCompany's

Directors do not recommend any dividend to the shareholders of the Company for theFinancial Year 2017-18.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board there has been no material changes and commitments ifany affecting the financial position of the Company which have occurred between the endof the financial year of the Company to which the financial statements relate and the dateof the report.

CAPITAL PROJECTS

The Company was not working on any kind of capital projects for the financial year 2017- 18.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

Company has limited scope for undertaking energy conservation exercises butnevertheless continues to emphasize work practices that result in conservation of energy.At the offices of your Company special emphasis is placed on installation ofenergy-efficient lighting devices use of natural light as best as possible and adoptionof effective procedures for conservation of electricity water paper and other materialsthat consume natural resources.

B. TECHNOLOGY ABSORPTION:

Company did not absorb any new Technology during the financial year.

C. FOREIGN EXCHANGE AND OUTGO:

There was no foreign exchange inflow or Outflow during the year under review.

ENVIRONMENT AND SAFETY

The company conducts various promotional activities related to Safety Health &Environment during National safety week Road safety week & Fire service day. Quiz& poster contest live demonstration of fire fighting techniques domestic &household safety for the students of neighbouring schools employees children and peopleresiding in surrounding community are taken up during those days.

As part of the safety performances following parameters were considered:

• Health & Safety Management systems

• Workers participation in Health & Safety

• Health & Safety Training

• Work Permit tag out & lock out systems

• Internal & External Safety auditing review process

• Promotion of safety & health at work place

• Community awareness programs

• Safety of the contract workers

INDUSTRIAL RELATIONS

Cordial and conducive working conditions prevailed amongst the Company employees andthe contract vendors.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn as on 31st March 2018 is enclosed as Annexure "1" to the Directors'Report.

As a green initiative a copy of the Annual Return has been hosted on the website ofthe Company at http://www.superiorfinlease.com/ and can be accessed from the link belowhttp://www.webtechmedia.in/superior-annual-return.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies Act 2013 read with therules made there under and SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the Company had not entered into any contract/arrangement/ transactionwith related parties which could be considered material. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) of the Companies Act 2013in Form AOC-2 is not applicable.

SHARE CAPITAL

The paid up equity share capital as on March 31 2018 was Rs. 30010000. There was nopublic issue rights issue bonus issue or preferential issue etc. during the year. TheCompany has not issued shares with differential voting rights sweat equity shares nor hasit granted any stock options.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act 2013 (the ‘Act') read with Rule11(2) of the Companies (Meetings of Board and its Powers) Rules 2014 the loan madeguarantee given or security provided in the ordinary course of business by a Non- BankingFinancial Company (NBFC) registered with Reserve Bank of India are exempt from theapplicability of provisions of Section 186 of the Act. The details of Loans CorporateGuarantees and Investments made during the year under the provisions of Section 186 of theCompanies Act 2013 are given in notes to the financial statements.

NOMINATION & REMUNERATION POLICY AND DISCLOSURES ON REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection appointment and remuneration of Directors Key ManagerialPersonnel and employees in the Senior Management. In accordance with the provisions ofSection 178 of the Act the Board of Directors has adopted a Policy on Board Diversity andDirector Attributes and the Remuneration Policy. The Policy on Board Diversity andDirector Attributes has been framed to encourage diversity of thought experienceknowledge perspective age and gender in the Board. The Remuneration Policy forDirectors Key Managerial Personnel and all other employees is aligned to the philosophyon the commitment of fostering a culture of leadership with trust. The Policy aims toensure that the level and composition of the remuneration of the Directors Key ManagerialPersonnel and all other employees is reasonable and sufficient to attract retain andmotivate them to successfully run the Company.

RISK MANAGEMENT POLICY

Risk Management Policy identifies communicate and manage risks across theorganization. The policy also ensures that responsibilities have been appropriatelydelegated for risk management. Key Risk and mitigation measures are provided in theManagement Discussion and Analysis annexed to the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company in accordance with the provisions of Section 177(9) of the Companies Act2013 and Regulation 22 of SEBI (LODR) Regulations 2015 has established a vigil mechanismfor directors and employees to report genuine concerns to the management viz. instances ofunethical behaviour actual or suspected fraud or violation of the Company's Code OfConduct or Ethics Policy. The Company has also formulated a Whistle Blower Policy("Policy") which provides for adequate safeguard against victimization ofpersons and has a provision for direct access to the Chairperson of the Audit Committee.The Company has not denied any person from having access to the Chairman of the AuditCommittee.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR')

Pursuant to provisions of Section 135 of the Companies Act 2013 read with the rulesmade there under the criteria for companying with the CSR activity does not applicable tothe Company throughout the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation27 of SEBI (LODR) Regulations 2015.

In accordance with the provisions of Regulation 25(7) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the company organizes familiarizationprogramme for Independent Directors as and when required.

During the year the Meetings of the Independent Directors were held on 14th November2017 and 13th February 2018 without the attendance of non-independent directors andmembers of the Management inter alia to discuss the following:

Reviewed the performance of Non-Independent Directors and the Board as a whole;

Reviewed the performance of the Chairman of the Company taking into account the viewsof the Executive and Non-Executive Directors; and

Assessed the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform its duties.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Section 134 178 and Sch. IV of the Companies Act2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the following performance evaluations were carried out;

a. Performance evaluation of the Board Chairman and non-Independent Directors by theIndependent Directors;

b. Performance evaluation of the Board its committees and Independent Directors by theBoard of Directors; and

c. Performance evaluation of every director by the Nomination and RemunerationCommittee.

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) Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI)etc.

The Company has generally complied with all applicable provisions of the Companies Act1956 and the Companies Act 2013 Listing Agreement executed with the Stock ExchangesSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and otherapplicable rules/regulations/guidelines issued from time to time.

RBI GUIDELINES

As a Non Deposit taking Non-Banking Finance Company your Company always aims tooperate in compliance with applicable RBI laws and regulations and employs its bestefforts towards achieving the same.

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE PERIOD

S.No. Name Designation Date of Appointment/Cessation Reason
1. Mr. Manoj Goel Director June 07 2018 Resignation
2. Mr. Harish Kumar Additional Director in the Category of Independent Director June 07 2018 Appointment

The appointment of Mr. Harish Kumar as Independent Director of the Company shall be fora term of five years w.e.f. June 07 2018 to June 06 2023. The requisite notices frommembers alongwith the deposit of requisite amount under Section 160 of the Act proposingthe candidature of each of them as Directors have been received by the Company. The Boardrecommends their respective appointments. The appointment of these Directors is beingplaced before the Members for their approval.

BOARD MEETINGS:

The agenda and Notice for the Meetings is prepared and circulated in advance to theDirectors. During the year under review Seven Board meetings were held on 29th April2017 29th May 2017 14th August 2017 04th September 2017 14th November 2017 and13th February 2018 26th March 2018. Details of attendance of board meetings bydirectors are as follows:

Name of the Director Nos. of meetings attended
Mr. Anil Agarwal 7
Ms. Shikha Garg 7
Mr. Manoj Goel 7

The necessary quorum was present in all the meetings. The intervening gap between anytwo meetings was not more than one hundred and twenty days as prescribed by the CompaniesAct 2013.

Mr. Manoj Goyal had resigned from the Board on June 07 2018 and in place of him Mr.Harish Kumar appointed as an Additional Director in the Category of Independent Directoron June 07 2018.

COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

The Audit Committee comprises of three directors namely: Mr. Anil Agarwal Ms. ShikhaGarg and Mr. Manoj Goel.

Name of the Member Nos. of meetings attended
Mr. Anil Agarwal 5
Ms. Shikha Garg 5
Mr. Manoj Goel 5

During the year under review Five Audit Committee Meetings were held on 29th May 201714th August 2017 04th September 2017 14th November 2017 and 13th February 2018 andall the recommendations of the Audit Committee were accepted by the Board.

Mr. Manoj Goyal had resigned from the Committee on June 07 2018 and in place of himMr. Harish Kumar appointed on the same day.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three directors namely: Mr. AnilAgarwal Ms. Shikha Garg and Mr. Manoj Goel.

Name of the Member Nos. of meetings attended
Mr. Anil Agarwal 1
Ms. Shikha Garg 1
Mr. Manoj Goel 1

During the year under review one Nomination and Remuneration Committee Meeting was heldon 14th November 2017.

Mr. Manoj Goyal had resigned from the Committee on June 07 2018 and in place of himMr. Harish Kumar appointed on the same day.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee comprises of three directors namely: Mr. AnilAgarwal Ms. Shikha Garg and Mr. Manoj Goel.

Name of the Member Nos. of meetings attended
Mr. Anil Agarwal 1
Ms. Shikha Garg 1
Mr. Manoj Goel 1

During the year under review one Stakeholders Relationship Committee Meeting was heldon 14th November 2017.

Mr. Manoj Goyal had resigned from the Committee on June 07 2018 and in place of himMr. Harish Kumar appointed on the same day.

FIXED DEPOSITS

The Company has not accepted fixed deposits in the past or during the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the courts/regulators or tribunalsimpacting the going concern status and company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The company has adequate systems of internal control in place which is commensuratewith its size and the nature of its operations. The Company has designed and put in placeadequate Standard Operating Procedures and Limits of Authority Manuals for conduct of itsbusiness including adherence to Company's policies safeguarding its assets preventionand detection of fraud and errors accuracy and completeness of accounting records andtimely preparation of reliable financial information.

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act 2013 read with the rulesmade there under a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole was evaluated taking intoaccount the views of directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the independent directors at which theperformance of the Board its committees and individual directors was discussed.

CORPORATE GOVERNANCE

Since the paid- up capital of the Company is less than Rs. 10 Crores and Net worth isless than Rs. 25 Crores the provisions of the Corporate Governance as stipulated underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. However your Company has made every effort tocomply with the provisions of the Corporate Governance and to see that the interest of theShareholders and the Company are properly served. It has always been the Company'sendeavor to excel through better Corporate Governance and fair & transparentpractices many of which have already been in place even before they were mandated by thelaw of land.

The management of Company believes that it will further enhance the level of CorporateGovernance in the Company.

STATUTORY AUDITORS

As per section 139 of the Companies Act 2013 and Rules made there under M/s. V. N.Purohit & Co. Chartered Accountants New Delhi were appointed as Statutory Auditorsof the Company for the term of five years from the Annual General Meeting held onSeptember 30 2016. The Report does not contain any qualification reservation or adverseremark or disclaimer made by the Statutory Auditors.

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013:-

COST AUDIT

Cost Audit is not applicable on the company as per the Companies Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Surbhi Bansal Practicing Company Secretary as Secretarial Auditor toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year 2017-18 is enclosed as Annexure 2 to this Directors' Report. TheReport does not contain any qualification.

DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has constituted anInternal Complaints Committee for redressal of complaints against sexual harassment. Therewere no complaints/cases filed/pending with the Company during the year.

EMPLOYEES' STOCK OPTION SCHEME

During the year under review your Company has not provided any Stock Option Scheme tothe employees.

RIGHTS ISSUE OF SHARES

During the year under review no Right Issue was made in the financial year 2017-18.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information andexplanation obtained by us your Directors make the following statements in terms ofprovisions of Section 134 (5) of the Companies Act 2013 and hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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 that such internal financial controls are adequate and were operatingeffectively; and

(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.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 are given below:

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the financial year: Not Applicable as no remunerationwas paid to any Director during the financial year under review.

ii) The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear: Not Applicable as the Company has not paid any remuneration to Directors duringthe financial year under review. Further there is no increase in the remuneration of CFOand Company Secretary and Compliance officer of the Company during the year.

iii) The percentage increase in the median remuneration of employees in thefinancial year: Not Applicable

iv) The number of permanent employees on the rolls of company: 2

v) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Nil

vi) the key parameters for any variable component of remuneration availed by thedirectors: Nil

vii) affirmation that the remuneration is as per the remuneration policy of thecompany: It is hereby affirmed that the remuneration paid during the year is as perthe Remuneration Policy of the Company.

DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION ORMANAGERIAL PERSONNEL) RULES 2014

There is no directors/employees in the Company for which disclosure have to be madeunder the provisions of Rule 5 (2) & (3) of the Companies (Appointment andRemuneration or Managerial Personnel) Rules 2014.

A. Details of Top ten employees in terms of remuneration drawn:

Name & Designation Age (in Years) Remuner ation Received Nature of Employ ment Qualification & Experience Date of commencem ent of Employment Last Employ ment % of Equity Share held Whether related to Director or Manager
Mr. Rajnish Chauhan (Accountant ) 25 Years Rs. 300468/- Whole time CA Inter Fresher 26.04.2016 Alok Hira & Associa tes (Traini ng). Nil No
Ms. Anshika Garg (Company Secretary) 26 Years Rs. 120000/- Whole Time Company Secretary & 3 years 11.11.2016 Capital Trade link Limited Nil No

Note: During the year under review Mr. Rajnish Chauhan Accountant of the Company hadresigned w.e.f. March 31 2018.

B. Details of other employees under aforesaid Rules:

Nil.

C. Statement showing the name of every employee of the company who

a. if employed throughout the financial year was in receipt of remuneration forthat year which in the aggregate was not less than one crore and two lakh rupees;

- None b. if employed for a part of the financial year was in receipt of remunerationfor any part of that year at a rate which in the aggregate was not less than eight lakhand fifty thousand rupees per month;

- None c. if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company. - None

GREEN INITIATIVES

Electronic copies of the Annual Report for the FY 2017-18 and the Notice of the 25thAGM are being sent to all the members whose email addresses are registered with theCompany / Depository Participants. For members who have not registered their emailaddress physical copies are sent in the permitted mode.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the dedicationcommitment and contribution of all stakeholders and employees of your Company.

FOR AND ON BEHALF OF THE BOARD Superior Finlease Limited

Sd/- Sd/-
Place: New Delhi Anil Agarwal Shikha Garg
Date: 17.08.2018 Director Director
DIN: 01373788 DIN: 06792255