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Superior Finlease Ltd.

BSE: 539835 Sector: Financials
NSE: N.A. ISIN Code: INE574R01010
BSE 05:30 | 01 Jan Superior Finlease Ltd
NSE 05:30 | 01 Jan Superior Finlease Ltd

Superior Finlease Ltd. (SUPERIORFINLEAS) - Director Report

Company director report

To

The Members

1. Your Directors place before you the Annual Report of the Company together withStatement of Accounts for the accounting year ended 31st March 2017.

2. FINANCIAL HIGHLIGHTS Rs. In Rupees
Particulars Standalone
Current Year 31st March 2017 Previous Year 31st March 2016
Income from operations 1762093 1593536
Other Income - -
Total Income 1762093 1593536
Total Expenditure 1048807 4240840
Profit/(loss) before tax 713286 (2647304)
Less : Provision for taxation
(i) Current Year (132000) -
(ii) Earlier Year Adjustment - -
(iii) Deferred Tax 800965 (800965)
Profit/(loss) of the Year 1382251 (3448269)

A. Review of operations

The revenue from operations (Standalone) for the year ended 31st March 2017was Rs. 1762093 lacs as compared to Rs. 1593536 lacs for the previous year ending 31stMarch 2016.

The Profit before tax for the year ended 31st March 2017 was Rs. 713286lacs as compared to Loss of Rs. 2647304 lacs for the year ending 31st March2016. The Profit after Tax stood at Rs. 1382251 lacs for the year ending 31stMarch 2017 as compared to loss of Rs. 3448269 lacs for the previous year.

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year to which the financial statements relatesand the date of the approval of the Directors Report.

B. Reserves

An amount of Rs. 1382251 lacs shall be retained as net surplus in the Profit and LossAccount as against Rs. (3448269) which was transferred to General Reserve in theprevious year.

3. Dividend

The Board of Directors has not recommended any dividend on equity share.

4. Capital Projects

The Company was not working on any kind of capital projects for the financial year2016-17.

5. 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.

6. 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

7. Industrial Relations

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

8. 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 2017 is enclosed as Annexure "E" to theDirectors' Report.

9. Related Party Transactions

All related party transactions that were entered into during the financial year u/s188 of the Companies Act 2013 were on an arm's length basis. All related partytransactions are approved by the Audit Committee and the Board of Directors. The detailsof material Related Party transactions in Form AOC-2 are enclosed as Annexure"G" There were no materially significant related party transactions made by theCompany with the Promoters Directors Key Managerial Personnel which may have a potentialconflict with the interest of the Company at large.

10. Particulars of Loans Guarantees or Investments

The details of Loans Corporate Guarantees and Investments made during the year underthe provisions of Section 186 of the Companies Act 2013 are given in notes to thefinancial statements.

11. 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. More details of the same including thecomposition of the Committee are given in the Report on Corporate Governance enclosed asAnnexure – "A" to this report.

The nomination and remuneration policy is displayed on the Company's website.

The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company will be provided upon request by theshareholders.

The Report and Accounts pursuant to section 136 of the Companies Act 2013 are beingsent to the Members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the Members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. If any

Member is interested in obtaining a copy thereof such Member may write to the Companyin this regard.

12 . Risk Management

The Company has constituted Risk Management Committee with the objective to monitor andreview the risk management plan for the Company including identification therein ofelements of risks if any which may threaten the existence of the Company and such otherfunctions.

The Risk Management Committee consists of the following members: Mr. Anil Agarwal Mr.Shikha Garg Mr. Anshika Garg

13. 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.

14. Corporate Social Responsibility (‘CSR')

The Board of Directors needs not to constitute a CSR Committee and also there is norequirement to approve the CSR Policy.

15. 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.

A brief profile and details of other directorships and committee memberships are givenin the Report on Corporate Governance attached as Annexure "A" to this report.

Corporate Governance Report also contains other information on the directors board andCommittee Meetings.

16. 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 the

Independent Directors; b. Performance evaluation of the Board its committees andIndependent Directors by the Board of Directors; and c. Performance evaluation of everydirector by the Nomination and Remuneration Committee.

The details of Annual Performance evaluation carried out are given in the CorporateGovernance Report attached as Annexure "A" to this report.

17. A. Board Meetings:

During the year under review Six Board meetings were held on 15th April2016 28th May 2016 8th August 2016 5th September2016 11th November 2016 and 13th February 2017. The details ofthe composition of the board and attendance of the directors at the board meeting areprovided in the Corporate Governance Report.

B. Audit Committee:

During the year under review four Audit Committee Meetings were held and all therecommendations of the Audit Committee were accepted by the Board. The details of thecomposition of the Audit Committee and details of committee meetings are given in theCorporate Governance Report.

18. Fixed Deposits:

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

19. 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.

20. 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.

These documents are reviewed and updated on an ongoing basis to improve the internalcontrol systems and operational efficiency. The Company uses a system to record data foraccounting and managing information with adequate security procedure and controls.

21 . Disclosure Requirement

Your Company has complied with all the mandatory SEBI Listing Regulations. The Reporton Corporate Governance is enclosed as Annexure "A" to this report. ACertificate on compliance of Corporate Governance by a Practicing Company Secretary isenclosed as Annexure "B'. Declaration by the Director is enclosed as Annexure"C" the Management Discussion and Analysis is enclosed as Annexure"D" and Secretarial Audit Report is enclosed as Annexure "F" to thisreport.

22. 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 Auditors.The Board based on the recommendation of the Audit Committee recommends ratification ofappointment of M/s. V.N Purohit & Co. as Statutory Auditors of the Company and toauthorize the Board to fix the remuneration for the year 2017-18. The Report does notcontain any qualification reservation or adverse remark or disclaimer made by theStatutory 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:-

23. Cost Audit

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

24. 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 Mr. Amit Kumar Practicing Company Secretary as Secretarial Auditor toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year 2016-17 is enclosed as Annexure "F" to this Directors' Report.The Report does not contain any qualification.

25. 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.

26. Employees' Stock Option Scheme

The Company has not provided any Stock Option Scheme to the employees.

27. Rights Issue of Shares:

No Right Issue was made during the financial year 2016-17.

28. Consolidated Financial Statements Under Section 129 Of The Companies Act 2013

Company does not have any subsidiary associate or joint venture.

29. Subsidiaries

Company does not have any subsidiary.

30. Joint Ventures

Company does have any joint ventures.

31. 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.

32. 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
For Superior Finlease Limited
Sd/- Sd/-
Place: New Delhi Anil Agarwal Shikha Garg
Date: 04.09.2017 Director Director

Annexure 'B' to the Directors' Report

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE REQUIRED UNDERTHE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015 BY SUPERIOR FINLEASE LIMITED

September 04 2017

To the members of SUPERIOR FINLEASE LIMITED:

I have examined the compliance by SUPERIOR FINLEASE LIMITED (the Company) of therequirements of compliance with the corporate Governance requirements under the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("LODR") for the year ended 31st March 2017.

In my opinion and to the best of my information and according to the explanations givento me I certify that the Company has complied with the conditions of Corporate Governanceas stipulated in the LODR. This Certificate is issued pursuant to the requirements ofSchedule V (E) of the LODR.

The compliance of conditions of Corporate Governance is the responsibility of themanagement of the Company. My examination was limited to procedures adopted andimplementation thereof by the Company for ensuring compliance with the condition ofCorporate Governance under LODR. The examination is neither an audit nor an expression ofopinion on the financial statements of the Company.

I further sate that such compliance is neither an assurance as to the future viabilityof the Company nor the efficiency of effectiveness with which the management has conductedthe affairs of the company.

CS Amit Kumar

Practising Company Secretary

ACS No. 28804

CP No. 16877

ANNEXURE "C" TO THE DIRECTORS' REPORT

DECLARATION BY THE DIRECTOR

Pursuant to Regulation 26(3) of SEBI (LODR) Regulations 2015 I Manoj Goel Directorof Superior Finlease Limited declare that all Board Members and Senior Executives of theCompany have affirmed their compliance with the Code of Conduct and Ethics during the year2016-17.

Place: New Delhi Manoj Goel
Date: 29th May 2017 DIRECTOR

ANNEXURE "G" TO THE DIRECTORS' REPORT

Form No. AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts / arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arms' length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's length basis:

There were no contracts / arrangements entered into by the Company with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013 which are not atarm's length basis during the year ended March 31 2017.

2. Details of material contracts or arrangements or transactions at arm's length basis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Durations of the contracts/ arrangement s/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board if any
(a) (b) (c) (d) (e)
Mr. Anil Agarwal Loan Taken Continues basis until rescinded by the company Loan is taken from Mr. Anil Agarwal for Business Purpose. As per Agreement

Note: The threshold limit for materiality has been decided by the board in accordancewith the provisions of section 188 read with Rule 15 (3) of the Companies (Meetings ofBoard and its Powers) Rule 2014.

For and on behalf of the Board
Superior Finlease Limited
Sd/- Sd/-
Place: New Delhi Anil Agarwal Shikha Garg
Date: 04.09.2017 Director Director
DIN: 01373788 DIN: 06792255