Mudit Finlease Ltd Directors Report

Dear Members,

Your Directors present the 30^th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS

Particulars	Financial Year ended
	(Amount in Rupees)
	31st March, 2018	31st March, 2017
Total Income	28,199,332	18,593,365
Total Expenditure	14,602,129	14,569,653
Profit/ (Loss) before tax	13,597,203	4,023,712
Profit/ (Loss) after tax	10,053,056	2,923,846
Paid-up Share Capital	50,909,000	50,909,000
Reserves and Surplus	32,836,051	22,782,995

OPERATING HIGHLIGHTS

During the year under review total revenue of the Company is Rs. 281.99 Lakh (Previous year Rs. 185.93 Lakh). The Company incurred a profit of Rs. 100.53 Lakh after taxes (Previous year loss of Rs. 29.24 Lakh). Depreciation for the year was Rs. 57.99 Lakh (Previous year Rs. 54.71 Lakh).

Your Directors are positive about the Companys operations and making best efforts to implement the cost reduction measures to the extent feasible.

COMPANYS AFFAIRS

The Company (registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company), engaged mainly, in the business of providing Secured and Unsecured Loans & Advances and investing in securities, both quoted and unquoted and renting & leasing of movable and immovable properties. The Company offers specialized solutions for meeting specific liquidity requirements with technical insights into capital markets.

DIVIDEND

It is endeavor of your Company to make optimum use of its funds for ongoing setup, Expansion and Working Capital requirements. Keeping in mind the aforesaid factors your Directors have decided not to recommend any Dividend for the year ended 31^st March 2018.

SHARE CAPITAL

There is no change in the Equity Share Capital of the Company during the financial year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There are no deposits which are outstanding as on 31^st March, 2018.

LISTING AGREEMENT

The Company entered into Listing Agreement with BSE Limited. The Company has already paid listing fees for the financial year 2018-19 to the BSE Limited.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not name any investment or given guarantee to any company during the financial year and the particulars of Loans and Advances are provided in the financial statements (please refer the Note 10 and 12 to the financial Statements).

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use for disposition of its assets. All the transactions are probably authorized, recorded and reported to the Management. The Company is following all applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the company checks and verifies internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of business.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs. 20.11 Lakh to the special reserve u/s 45-IC out of current years profit and also complied the applicable provisions prescribed under the Special reserves u/s 45-IC of the RBI Act,1934.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with employees at all levels. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Declaration by Independent Directors

All independent directors have given declarations under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations).

• Evaluation of the performance of the Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

The Independent Directors at a separate meeting, evaluated performance of non-independent directors, performance of the Board as a whole and performance of the Chairperson of the Company.

• Inductions

During the year under review, the Board of Directors has appointed Smt. Anjali Prajapati as an Independent Director of the Company, to fill the casual vacancy caused by death of Sh. Sushil Chandra Mehrotra, whose office shall be liable to vacation upto the date which Sh. Sushil Chandra Mehrotra would have hold office if his office of directorship had not been vacated due to his sad demise.

Pursuant to provisions of section 161(4) of the Companies Act, 2013, the appointment of Smt. Anjali Prajapati is required to be subsequently approved by members in the immediate next general meeting. Hence the Board of Directors has recommended the approval of her appointment as an Independent Director in Notice of AGM.

• Retirement/Re-appointment

In terms of Section 152 of the Companies Act, 2013, Smt. Poonam Garg (DIN: 00085201) who retires by rotation at the ensuing AGM, offered herself for reappointment.

None of Independent Directors will retire at the ensuing Annual General Meeting.

• Resignation

During the year under review, the there has not been any resignation of Director(s) from the Board of the Company.

• Demise

The Board of directors of the Company express their deep condolences at the untimely and sad demise of Sh. Sushil Chandra Mehrotra, Independent Director of the Company who died on 11^th January, 2018. The Board of Directors place on record a deep appreciation for the valuable services rendered by Late Sh. Sushil Chandra Mehrotra, who died during his tenure as a Director of the Company.

• Disclosure of Relationships Between Directors Inter-Se Shri Pavel Garg, Director and Smt. Poonam Garg, Director are directly related to each other. As Smt. Poonam Garg is a wife of Mr. Pavel Garg.

• Key Managerial Personnel

Shri. Chandra Kishore Aggarwal, Company Secretary, Smt. Lalita Katewa Chief Financial Officer and Sh. Pavel Garg, Whole Time Director of the Company are the Key Managerial Personnel ("KMP") of the Company.

• Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The directors have prepared the annual accounts on a going concern basis;

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

• Pecuniary Relationship or Transactions of the Non-Executive Directors and disclosures on the Remuneration of the Directors

All pecuniary relationship or transactions of the non executive Directors vis-a-vis the Company, containing requisite information for such payments and disclosures on the remuneration of the Directors along with their shareholding are disclosed in Form MGT 9 which forms part of this Report.

COMMITTEES OF THE BOARD

There are currently three committees of the Board i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The all three Committees has been reconstituted on as on 30^th April, 2018 due to sad demise of Sh. Sushil Chandra Mehrotra, Independent Director of the Company as Sh. Sushil Chandra Mehrotra was the member of all Committees of the Board.

The Composition of committees of the Board are as follows:

• Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Companys financial reporting process Presently as on date of this Report, the Audit Committee Comprises of 3 directors. The Composition of the Audit Committee is as under:

Name	Category	Designation
Shri Yegnanarayanan Hari Shankar	Independent Director	Chairman
Smt. Anjali Praiapati	Independent Director	Member
Smt. Poonam Garg	Non Executive Director	Member

Nomination and Remuneration Committee

The Board has a Nomination and Remuneration Committee. The Committee, inter-alia, deals with various matters relating to:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Presently as on date of this Report, the composition of the Nomination and Remuneration Committee is as under:

Name	Category	Designation
Shri Yegnanarayanan Hari Shankar	Independent Director	Chairman
Smt. Anjali Praiapati	Independent Director	Member
Sh. Poonam Garg	Non Executive Director	Member

Stakeholders Relationship Committee

The Board has a Stakeholders Relationship Committee. The Committee, inter-alia, deals with various matters relating to:

• Transfer/transmission of shares;

• Issue of duplicate share certificates;

• Investors grievances and redressal mechanism and recommend measures to improve the level of investor services.

Details of shares transfer/transmission approved by the Committee and Shareholders/Investors grievances are placed at the Board Meetings from time to time.

Presently as on date of this Report, the Stakeholders Relationship Committee comprises of 3 (three) Directors.

Name	Category	Designation
Shri Sushil Chandra Mehrotra	Independent Director	Chairman
Smt. Anjali Prajapati	Independent Director	Member
Sh. Pavel Garg	Executive Director	Member

MEETINGS OF THE BOARD AND COMMITTEES

During the year Six Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given as under.

Date	Date
Board Meetings	Audit Committee Meetings
1. 30th May. 2017	1. 30th May. 2017
2. 11th August, 2017	2. 11th August, 2017
3. 14th November, 2017	3. 14th November, 2017
4. 27th November, 2017	4. 24th January, 2018
5. 24th January, 2018
6. 31st March, 2018

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

There was only one meeting held of Nomination and Remuneration Committee as on 20^th March, 2018 and Stakeholders Relationship Committee as on 31^st March, 2018.

• Policy on Directors Appointment and Remuneration

The current policy is to have a appropriate mix of Executive and Independent directors to maintain the independence of the board, separate its function of Governance and Management. As on 31^st March, 2018 the Board consists of 3 members, one of whom executive director, one is non executive director and one independent Director. The Board periodically evaluates the need for change in its composition and its size.

The policy of the company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the companies Act, 2013, adopted by the Board, is appended as "Annexure A" to the Boards Report. We affirm that remuneration paid to the directors is as per the terms laid out in the remuneration policy of the company.

SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES/JOINT VENTURES

The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Companys website. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. VIGIL MECHANISM// WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.muditfinlease.com and is displayed on the website of the Company at http://muditfinlease.com/wp-content/uploads/2015/04/Vigil_Mechanism_Whistle_Blower_Policy.pdf

RISK MANAGEMENT AND POLICY

Pursuant to section 134 (3) (n) of the Companies Act, 2013 the Company has implemented Risk Management Policy which is available on Companys website at http://muditfinlease.com/wp-content/uploads/2017/08/Risk- Management-Policy.pdf and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. The Code is uploaded on Companys website at http://muditfinlease.com/wp- content/uploads/2017/08/Code-of-Conduct-of-Insider-Trading.pdf

SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards. PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS

Your company has complied with all the requirements prescribed by the Reserve Bank of India and has filed the required returns.

AUDITORS

• Statutory Auditors

M/s. G. K. Kedia & Co., Chartered Accountants, New Delhi having Firm Registration No. 013016N retires at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

• Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Vikas Kumar Sharma, Company Secretary to undertake the Secretarial Audit of the Company for financial year 2017-18. The Secretarial Audit Report is annexed herewith as "Annexure B".

• Internal Auditor

The Board of Directors of your company has appointed M/s Deep Singhal & Associates, Chartered Accountants as an internal auditors of the company and his report is reviewed by the Audit Committee from time to time.

• Explanation and Comments on Auditors and Secretarial Audit Report

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors Report.

Further, there is no qualification, disclaimer, reservation or adverse remark made by the Company Secretary in practice in Secretarial Audit Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy & Technology Absorption: The Company, being a non-banking finance company (NBFC), does not have any manufacturing activity. The directors, therefore, have nothing to report on conservation of energy and technology absorption.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions are entered into by the Company, at arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI LODR Regulations and the Companys Policy on Related Party Transactions. During the financial year 2017-18, the Company did not enter into any material related party transactions, i.e. transactions exceeding ten percent of the consolidated turnover as per the last audited financial statements. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC 2 is not applicable.

The policy on Related Party Transactions, as approved by the Board, is displayed on the website of the Company at http://muditfinlease.com/wp-content/uploads/2015/04/Policy_on_Related_Party_Transactions.pdf

SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual harassment policy in line with the requirements of the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the Year 2017-18 no complaints were received by the Company related to sexual harassment.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as stipulated under Regulation 34 of the SEBI LODR Regulations is not applicable to the Company. Since no initiative with respect to environmental, social etc has been taken.

CORPORATE GOVERNANCE

Since, the Company having paid-up capital and net worth less than the threshold provided under Regulation 15(2) of SEBI LODR Regulations. Hence, the Company need not required to address Reports on Corporate Governance, certificate/s from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to companies having net worth not exceeding Rs. 500 Cr or turnover not exceeding Rs. 1,000 Cr or net profit not exceeding Rs. 5 Cr or more during any financial year, as on the last date of previous financial year. In this connection, we wish to inform you that in respect of our company as on the last audited balance sheet as at 31^st March, 2018 neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1,000 Cr nor net profit exceeding Rs. 5 Cr. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report and annexed herewith as "Annexure D". In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, including the information on employees particulars which is available for inspection by the members at the Registered office of the company at all working days except Saturdays between 11 A.M. to 01:00 P.M. up to the date of Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

DISCLOSURES UNDER THE ACT

* Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting going concern status and companys operations in future.

* Material changes and commitments affecting the financial position of the Company after the close of financial year

There are no material changes and commitments affecting the financial position of the Company, which has occurred between the end of the financial year of the Company i.e. 31^st March, 2018 and the date of the Directors Report.

* Change In The Nature of Business

There were no changes in the nature of the Business during the Financial Year ended 31^st March, 2018.

* Reporting of Frauds by Auditors

There were no frauds reported by auditors as per Section 134(3) and Section 143(12) of the Act.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors take this opportunity to thank the Companys customers, shareholders, investors, suppliers, bankers, financial institutions and Central & State Governments for their consistent support to the Company. The Directors also wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board For Mudit Finlease Limited

Date: 30th May, 2018	Poonam Garg	Pavel Garg
Place: New Delhi	(Director)	(Director)
	(DIN: 00085201)	(DIN: 00085167)

ANNEXURES FORMAING PART OF DIRECTORS REPORT

ANNEXURE- A

Introduction

Nomination and Remuneration Policy

Pursuant to Section 178 of the Companies Act, 2013 and extant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Mudit Finlease Limited ("the Company") has a Nomination and Remuneration Commettee as per the terms and conditions provided in Section 178 of the Companies Act, 2013 and other applicable provisions. As per the provisions, the Company is required to frame a policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company.

1. Objective of the Policy

The policy is framed with the objective(s):

a) That based on the Companys size and financial position and trends and practices on remuneration prevailing in peer companies in the Industry, the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and talented managerial personnel of the quality required to run the Company successfully and to ensure long term sustainability and create competitive advantage.

b) That the remuneration to Directors, Key Managerial Personnel (KMP) and other employees of the Company involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

2. Constitution of the Nomination and Remuneration Committee

The Board has reconstituted the nomination and remuneration committee of the Board. This is in line with the requirements under the Companies Act, 2013 (the Act).

The Board has authority to reconstitute this committee from time to time.

3. Functions of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee shall, inter-alia, perform the following functions:

a) Identify persons who are qualified to become Directors and employees who may be appointed in key managerial position, senior management in accordance with the criteria laid down, recommend to the Board their appointment, remuneration and removal, including succession planning.

b) Ensure that the Board comprises of a balanced combination of Executive Directors and Non- Executive Directors and also the Independent Directors, including Board diversity.

c) Devise framework to ensure that Directors are inducted through suitable familiarization process along with criteria for evaluation of Independent Directors and the Board and to provide for reward(s) linked directly to their effort, performance.

d) Decide/approve details of fixed components and performance linked incentives along with the performance criteria.

e) Such other functions as may be decided in accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

The Chairman of the Nomination and Remuneration committee could be present at the Annual General Meeting, to answer the shareholders queries. However, it would be up to the Chairman to decide who should answer the queries.

4. Applicability

This Policy is applicable to:

a) Directors viz. Executive, Non-Executive and Independent

b) Key Managerial Personnel ("KMP")

c) Senior Management Personnel

d) Other Employees of the Company

5. Matters relating to the remuneration, perquisites for the Whole-time / Executive / Managing Director Role of Committee

1. The remuneration / compensation / profit-linked commission etc. to the Whole-time/Executive/Managing Directors will be recommended by the Committee and approved by the Board. The remuneration / compensation / profit-linked commission etc. shall be in accordance with the percentage/slabs/conditions laid in the Companies Act, 2013 and shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required.

2. If in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole Time Director(s) in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, then with the prior approval of the Central Government.

3. Increments to the Whole Time Director(s) should be within the slabs approved by the shareholders. Increments will be effective 1^st April in respect of a Whole Time Director as well as in respect of other employees of the Company, unless otherwise decided.

6. Removal

The Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or one level below KMP subject to the provisions of the Companies Act, 2013, and all other applicable Acts, Rules and Regulations, if any.

7. Retirement

The Director, KMP and one level below the KMP shall retire as per the applicable provisions of the Regulations, Act and the policy of the Company. Employment of the services of the Director, KMP, Senior Management Personnel as consultants after their retirement would be at the sole discretion of the Board.

8. Remuneration to Non-Executive / Independent Director

a) Sitting Fees

The Non-Executive Independent Directors of the Company shall be paid sitting fees as per the applicable Regulations. The quantum of sitting fees will be determined as per the recommendation of the Nomination and Remuneration Committee and approved by the Board of Directors of the Company.

b) Profit-linked Commission

The profit-linked Commission shall be paid within the monetary limit approved by the shareholders of the Company subject to the same not exceeding 2% of the net profits of the Company computed as per the applicable provisions of the Regulations.

c) Stock Options

An Independent Director shall not be entitled to any stock option of the Company.

9. Remuneration to KMP, Senior Management Personnel and Other Employees

The KMP, Senior Management Personnel and other employees of the Company shall be paid monthly remuneration as per the Companys HR policies and / or as may approved by the Committee.

The Chief Executive Officer/Whole Time Director of the Company will make organization - wide annual presentation(s) before the Committee which would have requisite details setting out the proposed performance bonus payouts for the current financial year as well as the proposed increments for the next financial year. The Committee shall peruse and approve the same unless required under relevant regulations, to refer the same to the Board of Directors and/or Shareholders of the Company.

If the remuneration of KMPs or any other officer is to be specifically approved by the Committee and/or the Board of Directors under any Regulations, then such approval will be accordingly sought. This Remuneration Policy shall apply to all future/continuing employment/engagement(s) with the Company. In other respects, the Remuneration Policy shall be of guidance for the Board. Any departure from the policy shall be recorded and reasoned in the Committee and Board meeting minutes. The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.

10. Policy on Board diversity

The Board of Directors shall have the optimum combination of Directors from the different areas/ fields like production, Management, Quality assurance, finance, Sales and Marketing, supply Chain, research and development, human resources, etc. or as may be considered appropriate.

The Board shall have atleast one Board Member who has accounting or related financial management expertise and atleast three members who are financially literate.

For and on behalf of the Board For Mudit Finlease Limited

Date: 30th May, 2018	Poonam Garg	Pavel Garg
Place: New Delhi	(Director)	(Director)
	(DIN: 00085201)	(DIN: 00085167)