Nalin Lease Finance Ltd Directors Report

To,

The Members of Nalin Lease Finance Limited,

The Directors take pleasure in presenting the 32^nd Annual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2023.

1. HIGHLIGHTS OF PERFORMANCE

Total Revenue for the year increased to Rs. 5,94,64,677/- as compared to Rs.5,67,76,649/- in the previous year. Profit before Tax for the year was Rs. 3,99,71,863/- as compared to Rs.3,50,73,390/- in the previous year. Profit after Tax for the year was Rs. 2,99,25,592/- as compared to Rs.2,60,04,837/- in the previous year.

2. FINANCIAL RESULTS

(Rupees in Thousands)

Particulars	31st March, 2023	31st March, 2022
Revenue from Operations	57,795.33	55,958.51
Other income	1,669.35	818.14
Total income from Operations	59,464.68	56,776.65
Profit before Tax	39,971.86	35,073.39
Tax Expense	10,046.27	9,068.55
Profit for the Year	29,925.59	26,004.84
Other Comprehensive	-	-
Income
Total Comprehensive	29,925.59	26,004.84
Income for the year
Equity Reserves	211254.33	181328.74

3. DIVIDEND

With the view to conserve the resources of company; the directors are not recommending any dividend for the Financial Year 2022-23.

4. TRANSFER TO RESERVES

The Board of the Company has decided /proposed to Carry following amount to its Reserves as under:- To Compulsory Reserve as per RBI Act (Rupees in Thousands): 5985.12/- To General Reserve (Rupees in Thousands): 7500/- To Dividend: NIL

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES The Company has no subsidiary, Joint Venture or Associate Company.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2023 was Rs. 6,55,81,800/-. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. FINANCE

The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company have been suitably insured.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

9. FIXED DEPOSITS

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid / unclaimed deposits as on 31^st March, 2023.

10. DIRECTORS

Director Retiring by Rotation

Shri Dilipkumar N. Gandhi retires by rotation at the forthcoming Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. The Board recommends his appointment for your approval.

Independent Directors

The Independent Directors met on 21^st February, 2023 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Statutory Declarations/Disclosures by Directors

All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Director of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

11. DIRECTORS RESPONSIBILITY STATEMENT

Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the year ended on 31^st March, 2023. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from;

(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations 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 as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv)They have prepared the annual accounts on a going concern basis;

(v) They have laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended on 31^st March, 2023; and

(vi)Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended on 31^st March, 2023.

12. KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March,2023, Shri Dilipkumar N. Gandhi, Managing Director; Shri Harsh D. Gandhi, Wholetime Director; Mrs. Pallavi D. Gandhi, Wholetime Director ;Shri Nikulkumar K. Patel, Chief Financial Officer and Mrs. Swati A. Shah, Company Secretary are designated as KMP of the Company.

13. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and notifications/ circulars of SEBI, 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 Committees.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

15. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The weblink of the policy is- https://nalinfin.co.in/upload/nomination-and-remuneration-policy%2028.06.2021.pdf

16. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board met 08 (Eight) times. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum intervals between any two meetings are as prescribed under the Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of the Companys business.

All Related Party Transactions are placed before the Audit Committee and the Board for approval.

Prior approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Companys business. Transactions with related parties are disclosed in the notes to accounts to the financial statements.

The Form No. AOC-2 envisages disclosure of material contracts or arrangement or transaction at arms length basis is annexed with as Annexure ‘A.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website.

The weblink of the policy is https://nalinfin.co.in/upload/Policy%20on%20dealing%20with%20related%20party%20transactio ns.pdf

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013; hence the same are not applicable to the company for the period under review.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

20. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company is given in the

Managements Discussion and Analysis appearing as Annexure ‘B to this Report.

21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/S Ajay Kumar J Shah & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and the Statutory Auditors are periodically apprised of the internal audit findings and corrective actions are taken by the Management. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at following web-link-

https://nalinfin.co.in/upload/WHISTLE%20BLOWER%20POLICY_06062017.pdf

23. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 are complied with.

A detailed report on Corporate Governance is appearing as Annexure ‘C to this Report along with the Practicing Company Secretarys Certificate on its compliance by the Company.

24. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are set out in the Annexure ‘D to the Boards Report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3) (m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

(A) Conservation of energy

Your Company being a Non-Banking Finance Company, its activities are not energy intensive. However your Company has taken adequate measures for conservation of energy, wherever required.

(B) Technology Absorption

Your Company being a Non-Banking Finance Company, its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience. Mobile number validation system introduced has enhanced the quality of our KYC data captured in the system. This helps us provide the customers useful and informative SMS alerts on transactions, repayment reminders and missed call facilities so as to track their accounts offline also. With the infusion of technology across, we walked ahead of time towards true Digital India and financial inclusion.

(C) Foreign exchange earnings and Outgo:

Total Foreign Exchange Earned: NIL Total Foreign Exchange Used: NIL

26. STATUTORY AUDITORS

M/S PARESH THOTHAWALA & CO., Chartered Accountants, Ahmedabad were appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years at the 31^st Annual General Meeting of the Company.

There is no audit qualification, reservation or adverse remark in the Auditors Report for the year under review.

27. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, we would like to inform our esteemed Members that the Companys activities are not subject to cost audit requirements. Therefore, there is no need for the appointment of remuneration for cost audit services at the forthcoming Annual General Meeting.

28. SECRETARIAL AUDITORS

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 has appointed M/S Amrish Gandhi & Associates, a firm of Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Report on the Secretarial Audit carried out by the Secretarial Auditor during the Financial Year 2022-23 is annexed herewith as Annexure ‘E. There is no secretarial audit qualification for the year under review.

29. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on 31^st March, 2023 is available on the Companys website- https://www.nalinfin.co.in/upload/Extract%20of%20Annual%20Return%202022-23.pdf

30. INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.

31. REPORTING OF FRAUDS

No fraud has been reported by the Auditors to the Audit Committee or the Board.

32. RISK MANAGEMENT

The Company operates in a competitive environment and is generally exposed to various risks at different times such as Credit Risk, Liquidity Risk, Market Rate Risk, Price Risk, Prepayment risk etc. The Company has a system based approach to business risk management backed by strong internal control systems. A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk managements processes may need to be improved.

The Board reviews internal audit findings and provides strategic guidance on internal control, monitors internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented. The combination of policies and procedures adequately addresses the various risks associated with your companys businesses.

33. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainee) are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed-off during the year 2022-23:

No. of complaints received:	Nil
No. of complaints disposed off:	N.A.
No. of complaints pending:	Nil

The policy on Sexual Harassment at workplace is placed on the Companys website at - https://www.nalinfin.co.in/upload/POLICY%20ON%20SEXUAL%20HARASSMENT%20AGAINST%20EMPL OYEES.pdf

34. INDUSTRIAL RELATIONS /PERSONNEL

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts the Company invests and improvises development programmes for its employees.

35. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year and date of this report.

36. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial period under review, no application was made under the Insolvency and Bankruptcy

Code, 2016 ("IBC 2016") by the Company. No proceedings are pending under IBC 2016 against the Company.

37. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.

38. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

39. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

40. ACKNOWLEDGEMENT

Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government, Bankers and Financial Institutions. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, vendors, collaborators, business associates and other agencies for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Harsh Dilipkumar Gandhi	Dilipkumar Nalinkant Gandhi
Wholetime Director	Managing Director
DIN: 03120638	DIN: 00339595
Place: Himatnagar
Date: 14-08-2023