Nalin Lease Finance Ltd Directors Report

To,

The Members of Nalin Lease Finance Limited,

The Directors take pleasure in presenting the 33^rd Annual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2024.

1. HIGHLIGHTS OF PERFORMANCE

Total Revenue for the year increased to Rs. 77,317.71Thousands as compared to Rs.59,464.68 Thousands in the previous year. Profit Before Tax for the year was Rs.51,709.03 Thousands as compared to Rs.39,971.86Thousands in the previous year. Profit After Tax for the year was Rs.38,497.51Thousands as compared to Rs.29,925.59Thousandsin the previous year.

2. FINANCIAL RESULTS

(Rs. In Thousands)

	Standalone
Particulars	31-03-20 24	31-03-20 23
Revenue from Operations	66,675.26	57,631.23
Other Income	10,642.45	1,833.44
Total Income from Operations	77,317.71	59,464.68
Profit Before Tax	51,709.03	39,971.86
Tax Expenses	13,211.52	10,046.27
Profit for the Year	38,497.51	29,925.59
Other Comprehensiv e Income	-	-
Total
Comprehensi ve Income for the Year	38,497.51	29,925.59

3. DIVIDEND

With the view to conserve the resources of company; the directors are not recommending any dividend for the Financial Year 2023-24.

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 (Rs. in Thousands): 7,699.50/- ? To General Reserve (Rs. in Thousands): 7,500/- ? To Dividend: NIL

5. SUBSIDIARY, JOINT VENTURES

AND ASSOCIATE COMPANIES

As on 31st March, 2024, the Company has neither subsidiary, nor Joint Venture and Associate Companies.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 65,581.80 Thousands. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. BORROWINGS

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not advanced loans or made investments in or provided guarantees or security to parties covered by Section 185 and 186 of Companies Act, 2013.

FIXED DEPOSITS

The Company being a non-banking financial company registered with the Reserve Bank of India, the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits accepted are not applicable to the Company.

8. DIRECTORS AND KEY

MANAGERIAL PERSONNEL

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Pallavi D. Gandhi, (DIN: 00339639), retires by rotation at the forthcoming Annual General Meeting of the Company and, being eligible, offers herself for re-appointment. The Board recommends her appointment for your approval.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) 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.

Nomination and Remuneration Policy

The Board has, on the recommendation of 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://www.nalinfin.co.in/upload/nominatio n-and-remuneration-policy%2028.06.2021 df

Meetings of the Board

During the year under review, Seven (7) meetings of the Board were held. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings is as prescribed under the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015.

Composition of Various Committees

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and the details of the said committee meetings are given in the

Corporate Governance Report which forms part of this report.

Separate Meeting of Independent Directors

The Independent Directors met on 5^thMarch, 2024 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.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI (LODR), Regulations, 2015, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR), Regulations,2015.

Disclosures by Directors the None of the Directors 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.

.p Key Managerial Personnel

As on 31^st March, 2024, 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.

9. DIRECTORS RESPONSIBILITY

STATEMENT

Based on the frame work of internal financial controls and compliance systems established and 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, 2024. 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, confirmed that:

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

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^stMarch, 2024 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, 2024; 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, 2024.

10. CORPORATE SOCIAL RESPONSIBILITY INTIATIVES

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.

11. 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 ‘B.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. The weblink of the policy is https://www.nalinfin.co.in/upload/Policy %20on%20dealing%20with%20related% 20party%20transactions.pdf.

12. MANAGEMENTS DISCUSSION

AND ANALYSIS

A detailed review of the operations, performance and future outlook of the

Company is given in the Managements

Discussion and Analysis appearing as Annexure ‘C to this Report.

13. 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 ‘D to this Report along with the Practicing

Company Secretarys Certificate on its compliance by the Company.

14. PARTICULARS OF EMPLOYEES The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ( the Rules) have been appended as the Annexure ‘E, forming the part of this Report.

15. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNING & 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

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and submitted a certificate in affirming that they are not disqualified for holding the office of the Statutory Auditor of the Company. The report given by the Statutory Auditor on the financial statements of the Company forms the part of the Annual Report. The Statutory Auditor have issued an unqualified audit report on the annual accounts of the Company for the financial year 2023-24.

16. AUDITORS a) Statutory Auditor

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 31st Annual General Meeting of the Company. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and submitted a certificate in affirming that they are not disqualified for holding the office of the Statutory Auditor of the Company. The report given by the Statutory Auditor on the financial statements of the Company forms the part of the Annual Report. The Statutory Auditor have issued an unqualified audit report on the annual accounts of the Company for the financial year 2023-24.

b) 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 Messrs Amrish Gandhi & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

The Report on the Secretarial Audit carried out by the Secretarial Auditor during the Financial Year 2023-24 is annexed herewith as Annexure ‘F. There is no secretarial audit qualification for the year under review.

Further, your Directors have on the recommendation of the Audit Committee appointed M/s. Amrish Gandhi & Associates, Practicing Company Secretary, Ahmedabad, as a Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company and provide Annual Secretarial Compliance Report for the FY2024-25.

17. INTERNAL CONTROL SYSTEM 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 Messrs Ajaykumar 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 of the Company 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.

18. 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.

19. 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%2 0BLOWER%20POLICY_06062017.pdf.

20. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 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 2023-24:

No. of Complaints Received : Nil No. of Complaints disposed : N.A. off No. of Complaints Pending : Nil

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

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on 31^stMarch,

2024 is available on the Companys website https://www.nalinfin.co.in/reportdetail?rp tid=3&menuid=1.

22. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors and Secretarial Auditors to report to the Audit Committee or the Board or the Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

23. 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.

24. 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 or its employees.

25. 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.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS No significant material orders have been passed by the Regulators/Courts/Tribunals which would impact the going concern status and its future operations of the Company.

27. 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.

28. 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, 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.

29. CHANGE IN THE NATURE OF BUSINESS

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

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI, vide its circular dated 10^th May, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1000 listed companies by market capitalization from financial year 2023.

Your company is not covered under top 1000 listed companies by market capitalization. Therefore, BSRS is not applicable to the Company.

31. COMPLIANCE OF SECRETARIAL STANDARDS

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

32. 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 Gandhi	Dilipkumar Gandhi
Whole Time	Managing Director
Director	DIN: 00339595
DIN: 03120638

 

Place: Himatnagar

Date: 31st July, 2024