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Superior Finlease Ltd.

BSE: 539835 Sector: Financials
NSE: N.A. ISIN Code: INE574R01010
BSE 00:00 | 23 Jun 187.05 -0.25
(-0.13%)
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187.50

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187.90

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NSE 05:30 | 01 Jan Superior Finlease Ltd
OPEN 187.50
PREVIOUS CLOSE 187.30
VOLUME 6666
52-Week high 188.20
52-Week low 35.50
P/E 61.33
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 187.50
CLOSE 187.30
VOLUME 6666
52-Week high 188.20
52-Week low 35.50
P/E 61.33
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 2020.

BACKGROUND

The Company is a Non Deposit Accepting Non-Banking Finance Company ("NBFC")holding a Certificate of Registration from the Reserve Bank of India ("RBI").

STATE OF COMPANY'S AFFAIRS

With the expected positive momentum in the Indian economy the Company is focused ongrowth and achieving profitability along with a renewed commitment to enhance quality andcustomer service and to reduce costs. Innovations investment and positive modificationsare expected in the near future boosting the Company's revenues. Together with forwardlooking strategy the Company is also focusing extensively on expanding the business andoperational improvements through various strategic projects for operational excellence andcost cutting initiatives.

FINANCIAL SUMMARY/HIGH LIGHTS/PERFORMANCE OF THE COMPANY

(Amount in Rs.)

Standalone/Consolidated*

Particulars Current Year Previous Year
31st March 2020 31st March 2019
Income from operations 10232928 2606573
Other Income - -
Total Income 10232928 2606573
Total Expenditure 8024077 1277812
Profit/(loss) before tax 2208851 1328761
Less : Provision for taxation - -
(i) Current Year (574301) (369718)
(ii) Earlier Year Adjustment - -
(iii) Deferred Tax (3650) -
Profit/(loss) of the Year 1630900 959043

(*) The Company invested in 2000000 Equity Shares of Indian Finance GuarantyLimited (IFGL) by way of preferential allotment on 26/03/2020 which resulted in theCompany' holding 38.24% in Indian Finance Guaranty Limited (IFGL) thereby making it anAssociate Company. Consequently the Company has prepared consolidated financial resultsfor the first time for the quarter and year ended on 31st March 2020 without presentingthe comparative periods since they are not available. Hence the portion of HoldingCompany's share in the post acquisition profits of the associate Company is nil since thepost acquisition profit relates to the 5 day period from 26/03/2020 to 31/03/2020 theprofit/loss of which is immaterial to the total profits.

REVIEW OF OPERATIONS

The revenue from operations for the year ended 31st March 2020 stood at Rs.10232928/- as compared to Rs. 2606573/- for the previous year ending 31stMarch 2019.

The Profit before tax for the year ended 31st March 2020 stood at Rs.2208851/- as compared to profit of Rs. 1328761 for the year ending 31stMarch 2019. The Profit after Tax stood at Rs. 1630900/- for the year ending 31stMarch 2020 as compared to profit of Rs. 959043 for the previous year.

TRANSFER TO RESERVES

The Company has transferred a reserve of Rs. 326180/- as required under Section 45-ICof RBI Act 1934 to the Statutory Reserve. Other than this the Company is nottransferring any amount to reserve out the current years surplus.

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 forthe Financial Year 2019-20.

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 2019- 20.

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 of energy-efficient lighting devices use of natural light as best as possible and adoption ofeffective 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. ENVIRONMENTAND SAFETY

The Company conducts various promotional activities relate do 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 & lockout systems

• Internal & External Safety auditing review process

• Promotion of safety & health at workplace

• 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 2020 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.superiorfinlease.com/investors.php

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 2020 was Rs. 30010000/-. There wasno public 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.

LISTING OF SECURITIES

The 3001000 equity shares of Rs. 10/- each of the Company are listed on BSE Limited andthe Metropolitan Stock Exchange of India Limited.

The Annual listing fees for the year 2019-20 have been paid to both the StockExchanges.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act 2013 (the 'Act') read with Rule 11(2) ofthe Companies (Meetings of Board and its Powers) Rules 2014 the loan made guaranteegiven or security provided in the ordinary course of business by a Non- Banking FinancialCompany (NBFC) registered with Reserve Bank of India are exempt from the applicability ofprovisions of Section 186 of the Act. The details of Loans Corporate Guarantees andInvestments made during the year under the provisions of Section 186 of the Companies Act2013 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 the'Management Discussion and Analysis Report' as appended to this 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 14thNovember 2019 without the attendance of non-independent directors and members of theManagement 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 theviews of 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)and other statutory authority.

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/Cessa tion Reason
1. Mr. Rajneesh Kumar* Executive Director September 27 2019 Appointment /Change in Designation
2. Mr. Ravi Kant* Sharma Non - Executive Independent Director September 27 2019 Appointment /Change in Designation
3. Ms. Shipali Gupta Company Secretary January 17 2020 Resignation

*Mr. Rajneesh Kumar and Mr. Ravi Kant Sharma were appointed as an Additional Directorinitially and were regularized w.e.f. 27.09.2019 as an Executive Director and NonExecutive Independent Director respectively.

BOARD MEETINGS

The agenda and Notice for the Meetings is prepared and circulated in advance to theDirectors. During the year under review Six Board meetings were held on 09thMay 2019 14th August 2019 20th September 2019 14thNovember 2019 17th January 2020 07th February 2020.

Details of attendance of board meetings by Directors are as follows:

Name of the Director Nos. of meetings attended
Mr. Anil Agarwal 6
Ms. Shikha Garg 6
Mr. Harish Kumar 6
Mr. Rajneesh Kumar 6
Mr. Ravi Kant Sharma 6

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.

COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company andhave been constituted to deal with specific areas related to the Company that need acloser review. The Board Committees are set up under the formal approval of the Board tocarry out clearly defined roles which are considered as a part of good governance practiceand the Board has constituted the following Committees and each Committee has their termsof reference as a Charter. The Company has constituted the various Committees incompliance with the applicable provisions of Companies Act 2013. The Chairman of eachcommittee along with the other Members of the Committee and if required other Members ofthe Board decide the agenda frequency and the duration of each meeting of thatCommittee. Currently the Board has at the end of the year three committees:

I. Audit Committee

II. Nomination And Remuneration Committee

III. Stakeholder Relationship Committee

AUDIT COMMITTEE

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

Name of the Member Nos. of meetings attended
Mr. Anil Agarwal 4
Ms. Shikha Garg 4
Mr. Harish Kumar 4

During the year under review Four Audit Committee Meetings were held on 09thMay 2019 14th August 2019 14th November 2019 and 07thFebruary 2020 and all the recommendations of the Audit Committee were accepted by theBoard.

NOMINATION AND REMUNERATION COMMITTEE:

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

Name of the Member Nos. of meetings attended
Mr. Anil Agarwal 1
Ms. Shikha Garg 1
Mr. Harish Kumar 1

During the year under review five Nomination and Remuneration Committee Meeting washeld on 14th August 2019.

STAKEHOLDER RELATIONSHIP COMMITTEE:

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

Name of the Member Nos. of meetings attended
Mr. Anil Agarwal 4
Ms. Shikha Garg 4
Mr. Harish Kumar 4

During the year under review Four Stakeholders Relationship Committee Meeting were heldon 09th May 2019 14th August 2019 14th November2019 and 07th February 2020.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the Company towhich the financial statements relate and till the date of this annual report.

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 Reporting issuedby the Institute of Chartered Accountants of India (ICAI). These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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 was held to evaluate theperformance of non-independent directors performance of the board as a whole 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

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure ObligationsRequirements) Regulations 2015 the provisions of Chapter IV of the said ListingRegulations 2015 the Compliance with the corporate governance provisions as specified inRegulations 17 [17A] 18 19 20 2122 23 24 24A 25 26 27 and clauses (b) to (i)of sub regulation (2) of Regulation 46 and para C D and E of Schedule V are notapplicable to the following class of companies:

• The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Croreand Net Worth not exceeding Rs. 25 Crore as on the last day of the previous financialyear;

• The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Company is neither listed exclusively on the SME Exchange nor its paid-upshare capital and net-worth exceeds the prescribed threshold limits therefore Regulations17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 are not applicableon 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 (AGM) held onSeptember 30 2016. However the Existing Statutory Auditors has tendered theirresignation w.e.f. 28/07/2020 after completion of

Statutory Audit for the Financial Year 2019-20 before the expiry of their term andthereby creating a casual vacancy. The Audit Report as provided by the Statutory Auditorsdoes not contain any qualification reservation or adverse remark or disclaimer.

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

As per the Cost Audit Orders Cost Audit is not applicable to the Company's for the FY2019-20.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s NRAS & Associates (Formerly known as 'M/s Nilesh Ranjan &Associates') Company Secretaries as Secretarial Auditor to undertake the SecretarialAudit of the Company. The Secretarial Audit Report for the financial year 2019-20 isenclosed as 'Annexure 2' to this Directors Report.

SECRETARIAL AUDITORS REPORT

The Secretarial Auditor remarks are self-explanatory and do not require anyclarification from the Board. Further the observation describes about the delay incompliance that was due to inadvertent reasons and the same shall be taken care of in thenear future.

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.

CORPORATE POLICY

We seek to promote and follow the utmost level of ethical standards in our businesstransactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015mandated the formulation of certain policies for all listed companies. All the policiesare available on the website of the Company viz. http:/ /www.superiorfinlease.com.

The Policies are reviewed periodically by the Board and updated on the basis of needand new Compliance.

The Key Policies are as follows:

Name of the Policy Brief Description
WHISTLE BLOWER POLICY (VIGIL MECHANISM) This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behaviour actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases.
NOMINATION & REMUNERATION POLICY The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors Key Managerial Personnel Senior Management and their remuneration.
POLICY FOR DETERMINING OF MATERIAL INFORMATION The Objective of this policy is to outline the guidelines to be followed by the Company for consistent transparent and timely public disclosures of material information events /information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality
POLICY OF PRESERVATION OF DOCUMENTS This policy sets the Standards for classifying managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for Subsequent archival of such records
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTOR This has prescribed the code of conduct terms and conditions of appointment of the Independent Directors which are subject to the extant provisions of the applicable laws including the Companies Act 2013 ("2013 Act").
CODE OF CONDUCT FOR DIRECTORS This Code prescribes the guidelines for the Directors to conduct themselves in the highest degree of dignity authencity and compliance standards.
RELATED PARTY TRANSACTION POLICY In compliance with the Listing Regulations the Company has the policy for transactions with Related Parties (RPT Policy). During the year the Company has revised its Policy on dealing with Materiality of Related Party Transactions in accordance with the amendments to the applicable provisions of the Listing Regulations. The RPT Policy is available on the Company website
RISK MANAGEMENT POLICY The policy describes the major risks faced by business and the system based approach for risk management with the clear objectives of identification evaluation monitoring and minimisation of the identified risks
POLICY ON FAMILIARIZATION OF INDEPENDENT DIRECTORS This policy has been formulated to familiarize the independent directors with the Company the functions of the Company and specify their roles rights responsibilities in the Company nature of the industry in which the Company operates business model of the Company etc. through various Programs

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 2019-20.

SUBSIDIARIES TOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Venture but during the year underreview The Company invested in 2000000 equity shares of Indian Finance Guaranty Limited(IFGL) by way of preferential allotment on 26/03/2020 which resulted in the Companyholding 38.24% in Indian Finance Guaranty Limited thereby making it an Associate Company.A statement containing salient features of the financial statements of the Company'sassociates in Form AOC-1 is appended to this Report as 'Annexure-3'.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standardsissued by the Institute of Companies Secretaries of India.

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) Rules

2014 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: Only Mr. Rajneesh Kumar (ExecutiveDirector of the company) was remunerating. Hence ratio of the remuneration of Director tothe median remuneration of the employees is .5:.4.

ii) The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear: During the previous year the Salary of Chief Financial Officer and ChiefExecutive Officer is 240000 P.A. which has been increased to 360000 P.A. during theyear under review. Subsequently the percentage increase is 0.33%.

iii) The percentage increase in the median remuneration of employees in thefinancial year: The comparative figures were not available of previous year as medianis calculated for the first time during the year under review. Hence percentage increasein the median remuneration of employees can't be made available.

iv) The number of permanent employees on the rolls of company: 5

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 & Designatio n

Age (in Years )

Remu nerati on per month Nature of Employ ment Qualificat ion & Experienc e Date of commence ment of Employme nt Last Employme nt % of Equi ty Shar e held Whether related to Director or Manager
Mr. Vaibhav Vashist (CFO) 38 30000/ Whole Time MCA 15.03.2019 Indian Finance Guaranty Ltd 1.10 No
Mr. Md Hishamud din (CEO) 36 30000/ Whole Time B.Com 15.03.2019 Indian Finance Guaranty Ltd 0.33 No
Mr. Anil Kumar (Asst. Manager) 43 years 24000/ Whole Time B.A. 04.01.2018 Indian Finance Guaranty Ltd Nil No
Mr. Gajender Singh (Asst. Manager) 52 years 21600/ Whole Time B.A. 04.01.2018 Indian Finance Guaranty Ltd Nil No
Ms. Shipali Gupta* (Company Secretary) 29 Years 10000/ Whole Time Company Secretary 27.09.2018 GST Portal Nil No

* During the year under review Ms. Shipali Gupta Company Secretary of the Companyhad resigned w.e.f. 17.01.2020.

B. Details of other employees under aforesaid Rules:

Nil

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

• 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

• if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than eight lakh andfifty thousand rupees per month:- None

• 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 2019-20 and the Notice of the AGMwere sent to all the members whose email addresses are registered with the Company /Depository Participants. Members whose Email addresses are not registered can send theirrequest to company directly or may assess the Notice of the Annual General Meeting and theAnnual Report for the year 2019-2020 from the Company's websitehttp://www.superiorfinlease.com/investors.php and also on the website of BSE Limited athttps://www.bseindia.com/ and Metropolitan Stock Exchange of India Limited athttps://www.msei.in/ where the shares of the company are listed.

ACKNOWLEDGEMENTS

Your directors take this opportunity to offer their sincere thanks and gratitude to:

1. The bankers of the company as well as other Financial Institutions for the financialfacilities and support.

2. Business associates vendors/contractors shareholders employees and esteemedclients customers for their support and assistance.

The Board also takes this opportunity to express their sincere appreciation of theefforts dedication commitment and contribution put in by the employees at all levels forachieving the results and hope that they would continue their sincere and dedicatedendeavours towards achieving better working results during the current year.

By Order of the Board
For Superior Finlease Limited
Sd/-
Place: New Delhi Rajneesh Kumar
Date: 28.08.2020 (Executive Director)
[DIN: 02463693