minolta finance ltd Directors report

To

The Members,

Your Directors have pleasure in presenting the 31^st Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2023.

Financial Highlights

The financial performance of the Company is summarized hereunder:

(in Lac)

Particulars	2022-23	2021-22
Revenue from Operation	59.91	38.57
Profit /(Loss) before Tax & Extraordinary Item	6.95	6.55
Less : Provision for Tax	1.81	1.70
Profit / (Loss) after Tax	5.14	4.85
Less : Extra-Ordinary Items	0.00	0.00
Add: Profit/(Loss) brought forward from Previous Year	62.39	57.54
Balance of Profit / (Loss) carried forward	67.53	62.39

State of Companys Affairs and Future Outlook

The Company achieved a Turnover of K59.91 lakhs during the financial year 2022-23, as against K38.57 lakhs in 2021-22, registering a growth of 55.33 % over the last year. During the year Profit /(Loss) before Tax & Extraordinary Item stood at K 6.95 lakhs as against K 6.55 lakhs during the previous year, an increase of 6.11 % in comparison to previous year. The Net Profit for the year 2022-23 stood at K 5.14 as compared to K 4.85 lakhs, during the previous year, a growth of 5.98 % over the last year.

The company is willing to continue to be in the business of Investment in financing but is also willing to invest wisely so, as the Company can be a profit making entrepreneur, during the year and thus, it can deliver to its Shareholders.

Change(s) in the Nature of Business

During the year under review, there was no change in the nature of the business of the Company.

Capital Structure & Changes in Share Capital

During the year under review, there were no changes in the Capital Structure as well as in Share Capital of the Company.

Dividend

Due to marginal profit, the Directors do not recommend any Dividend for the year under review.

Demat Suspense Account/ Unclaimed Suspense Account

There were no shares underlying in the demat suspense account or unclaimed suspense account. Transfer to Reserves

The Board is not proposing to transfer any amount to the General Reserves of the Company.

Joint Ventures, or Associate or Subsidiaries, Companies, which become or ceased, during the year

The Company did not have any subsidiary, joint venture or associate company, during the year under review.

Directors and Key Managerial Personnel

Details of Directors and Key Managerial Personnel (KMP] appointed, re-appointed or resigned during the year are as below:

Sl. No. Name	Date of Appointment/ Re-appointment/ Resignation
1 Mr. Vishal Chhaparia	Appointed, w.e.f. 29 July, 2022, as an Independent Director.
2 Mr. Vishal Chhaparia	Resigned, w.e.f. 24 June, 2023, as an Independent Director.
3. Mr. Sanjeeban Chakraborty	Appointed, w.e.f. 4 May, 2023, as an Independent Director (Additional].

Mr. Dinesh Kumar Patnia, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

None of the Directors of the Company have incurred any disqualification under Section 164(2] of the Companies Act, 2013 (the Act], read with Rule 14(1] of the Companies (Appointment and Qualification of Directors] Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any Order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the Directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.

Information regarding the Directors seeking appointment/re-appointment as required by Regulation 36 of the Listing Obligations and Disclosures Requirement, Regulations 2015 (Listing Regulations] and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting.

Apart from the aforesaid, no changes in the KMPs and Directors have taken place during the year under review.

Declaration given by the Independent Directors under Section 149(7) of the Act

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act as well as Listing Regulations, if any applicable. The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors] Rules, 2014.

None of the Independent Directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors are persons of integrity, expertise and experience and fulfill the conditions specified in the Act and Listing Regulations, if any applicable and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors, formulated by the Company as per Listing Regulations, if any applicable.

Companys Policy on appointment and remuneration of Directors, Key Managerial Personnel

On the recommendation of Nomination and Remuneration Committee, the Company has formulated and adopted a Nomination and Remuneration Policy which is in accordance with the Act and the Listing Regulations, if applicable.

The Nomination and Remuneration Policy of the Company has been designed with the following basic objectives:

a. to set out a policy relating to appointment and remuneration of Directors, Key Managerial Personnels and other employees of the Company;

b. to ensure that the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;

c. to ensure that the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;

d. to ensure that the remuneration of the Executives are aligned with the Companys business strategies, values, key priorities and goals;

e. setting up the Board Diversity Criteria.

Number of Meetings of the Board

The Board of Directors of the Company, met 7 (Seven) times, during the Financial Year 2022-23, i.e., 30/05/2022, 15/07/2023, 29/07/2023, 30/07/2023, 14/08/2023, 11/11/2022, and 13/02/2023. At least 1 (one) Board Meeting was held in every quarter and the time gap between any 2 (two) Board Meetings did not exceed 120 days as prescribed under the SEBI Listing Regulations and the Act.

Separate Meeting of Independent Directors

During the year under review, the Independent Directors met on March 29, 2023 without the presence of Non-Independent Directors and members of the Management and, inter alia:

(i) reviewed the performance of Non-Independent Directors and the Board as a whole;

(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

(iii) 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 & reasonably perform their duties.

All Independent Directors were present at the meeting. The Independent Directors present at the meeting deliberated on the above and expressed their satisfaction.

Corporate Social Responsibility

As, per Section 135 of the Act, net worth not exceeding Rupees Five Hundred Crore or more, or turnover of Rupees not exceeding One Thousand Crore or more or a net profit not exceeding Rupees Five Crore or more during the immediately preceding financial year, so the same was not applicable to the Company.

Performance Evaluation of the Board, the Committees and the Individual Directors

Pursuant to the provisions of the Act and the SEBI Listing Regulations, if applicable, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation on the basis of which the Board has carried out evaluation of its own performance, the performance of Board Committees and of the Independent Directors individually.

During the financial year, the Board of Directors adopted a formal mechanism for evaluation of its performance as well as that of its Committees and individual Directors including Chairman of the Board. Through a structured evaluation process covering various aspects of the Boards functioning such as governance issues, performance of specific duties and obligations, experience and competencies. Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board based on the parameters such as attendance at Board / Committee Meetings, contribution at Board / Committee Meetings and guidance given to Management and also based on questionnaire and feedback from all the Directors as a whole, Committee and self-evaluation.

A separate meeting of Independent Directors was convened during the month of March 29, 2023, which reviewed the performance of the Board as a whole, the Non-Independent Directors and the Chairman of the Board. After the conclusion of the Independent Directors Meeting, the feedback of Independent Directors were discussed by the Chairman of Nomination and Remuneration Committee with the Chairman of the Board, covering the performance of the Board as a whole, performance of Non-Independent Directors and the performance of the Chairman of the Board.

The performance evaluation of the Board was carried out based on the following:

* Boards structure and composition

* Establishment and Delineation of responsibilities to Committees

* Efficacy of communication with external stakeholders

* Effectiveness of Board process, information and functioning.

Committees of the Board

As on March 31, 2023, the Company has the following Committees:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Relationship Committee;

- Share Transfer Committee; and

- Internal Complaints Committee.

The aforesaid Committee deals with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

Audit Committee

The Audit Committee consists of three Directors out of which two are Independent Directors, and the Managing Director. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise.

The primary purpose of the Audit Committee is to assist the Board of Directors (the "Board"] of Minolta Finance Ltd. (the "Company"] in fulfilling its oversight responsibilities with respect to (a] the accounting and financial reporting processes of the Company, including the integrity of the audited financial results and other financial information provided by the Company to its stockholders, the public, stock exchanges and others, (b) the Companys compliances with legal and regulatory requirements, (c) the Companys independent auditors qualification and independence, (d] the audit of the Companys Financial statements, and the performance of the Companys internal audit function and its Independent Auditors.

Terms of Reference

The terms of reference of the Audit Committee as approved by the Board are as required under Act and NBFC Regulations.

The members of Audit Committee met 5 (Five) times on 30/05/2022,15/07/2022, 14/08/2022, 11/11/2022 and 13/02/2023, during the Financial Year ended on March 2023.

Name	Position	Category	Meetings Attended
Mr. Tanuj Kumar Sharma*	Chairman	Independent, Non-Executive	2/2
Mr. Dinesh Kumar Patnia	Member	Executive Director	5/5
Mr. Vishal Chhaparia #	Chairman	Independent, Non-Executive	3/3
Mr. Pankaj Kumar	Member	Independent, Non-Executive	5/5

*Resigned w.e.f. 29/07/2022 from the closure of the business hour.

# Appointed w.e.f 29/07/2022

The Committee reviews various aspects of the internal control system, financial and risk management policies. The management makes a presentation before the Audit Committee on the observation and recommendation of the Statutory and Internal Auditors to strengthen control and compliance.

Nomination and Remuneration Committee

The Company has constituted Remuneration Committee. The Committee has power to regulate its Meetings and proceedings. The Remuneration Policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees form the part of the Directors Report.

The Committee met one time during the year on dated 29/07/2022 during the Financial Year ended on 31^st March 2023. The Composition of the Nomination and Remuneration Committee and their attendance to the meetings of the committee are as under:-

Name	Position	Category	Meetings Attended
Mr. Vishal Chhaparia#	Chairman	Independent, Non-Executive	N.A.
Ms. Papiya Nandy	Member	Independent, Non-Executive	1/1
Mr. Pankaj Kumar	Member	Independent, Non-Executive	1/1
Mr. Tanuj Kumar Sharma*	Chairman	Independent, Non-Executive	1/1

*Resigned w.e.f. 29/07/2022 from the closure of the business hour. # Appointed w.e.f 29/07/2022

Stakeholders Relationship Committee

The Board of Directors of the Company constituted its Shareholders and Investors Grievance Committee. This Committee was constituted to specifically look into the shareholders and investors complaints on matters relating to transfer of shares, non-receipt of annual report, non-receipt of dividend, payment of unclaimed dividends etc. In addition, the Committee also looked into matters that can facilitate better investor services and relations. The Board was kept apprised of all the major developments on investors issues through various reports and statements furnished to the Board from time to time throughout the year.

In compliance with the provisions of section 178 of the Act, the Board renamed the Committee as Stakeholders Relationship Committee and revised the terms of reference of said Committee as follows:

1. To look into the redressal of complaints of security-holders on matters relating to transfer of shares, dematerialisation of shares, non-receipt of annual report, non-receipt of dividend, matters relating to issue of new share certificates etc.

2. To look into matters that can facilitate better security-holders services and relations.

3. Review of measures taken for effective exercise of voting rights by shareholders.

4. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

The Share Department of the Company and the Registrar and Share Transfer Agent, Niche Technologies Pvt. Ltd. attended to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges and Registrar of Companies etc.

The Minutes of Stakeholders Relationship Committee are noted by the Board of Directors at the Board Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. Shareholders are requested to furnish their telephone numbers and email addresses to facilitate prompt action.

During the year under review, the Committee met on 29/09/2022 to, inter alia, review the status of investors services rendered. The Committee expressed its satisfaction on the overall status of compliance and actions taken on various matters.

Brief Details of Names, Position, Category and meeting attended by Members of Committee is as follows:

Name	Position	Category	Meetings Attended
Mr. Vishal Chhaparia#	Chairman	Independent, Non-Executive	1/1
Mr. Dinesh Kumar Patnia	Member	Executive - Wholetime	1/1
Mr. Pankaj Kumar	Member	Independent, Non-Executive	1/1

# Appointed w.e.f 29/07/2022

Share Transfer Committee

The Board of Directors has constituted Share Transfer Committee under the Chairmanship of Mr. Dinesh Kumar Patnia; Chairman with two other Independent Directors.

The members of Share Transfer Committee met one time on September 29, 2022 during the Financial Year ended on 31^st March 2023.

Name	Position	Category	Meetings Attended
Mr. Dinesh Kumar Patnia	Chairman	Executive - Whole time	1/1
Mr. Vishal Chhaparia#	Member	Independent, Executive Non-	1/1
Mr. Pankaj Kumar	Member	Independent, Executive Non-	1/1

# Appointed w.e.f 29/07/2022

Familiarization Programme

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the Company at www.minolta.co.in

Fit and proper criteria & Code of Conduct

All the Directors meet the fit and proper criteria stipulated by the Reserve Bank of India ("RBI"]. All the Directors of the Company have affirmed compliance with the Code of Conduct of the Company.

Credit Rating

The Company is under the process to become the Member of Credit Agencies.

Annual Return

Pursuant to the provisions of Section 134(3](a] and Section 92(3] of the Act, as amended, read with Rule 12 of the Companies (Management and Administration] Rules, 2014, the draft Annual Return of the Company for the Financial Year ended March 31, 2023 is available on the website of the Company at www.minolta.co.in

Risk Management Policy

The Company has a Risk Management Policy which lays down the framework for identification and mitigation of various risks. The specific objectives of the Risk Management Policy are to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the Companys risk management process.

The Risk Management Framework emphasises proper analysing and understanding the underlying risks before undertaking any transaction. This enables a proper assessment of all risks and ensures that the transactions and processes conform to the Companys risk appetite and regulatory requirements.

The Risk Management Policy is discussed at the meeting of the Audit Committee of the Board of Directors. The management accepts the suggestions with regard to mitigation of risks that may arise in future. Further, in the opinion of the Board, there are no existing factors which threaten the existence of the Company.

Internal Financial Control Systems with reference to Financial Statements and its adequacy

According to Section 134(5] (e) of the Act, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has adequate Internal Financial Control systems and procedures which are commensurate with its size and nature of business. It is ensured that all the assets are safeguarded and protected against loss and all transactions are authorized, recorded and reported correctly. The Internal Financial Control systems of the Company are monitored and evaluated and reviewed by the Audit Committee.

The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively. In this regard, the Board confirms the following:

1] Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization;

2] Systems and procedures exist to ensure that all transactions are recorded, as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information;

3] Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted;

4] The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any; and

5] Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

Management Discussions & Analysis Report

The Management Discussion and Analysis Report, in terms of Regulation 34, read with Schedule V of the SEBI Listing Regulations, form part of this Report.

Management Discussion and Analysis Report, comprising an overview of the financial results, operations / performance and future prospects of the Company is annexed and forms part of this Report.

Corporate Governance Report

As, per Regulation 15 of the SEBI Listing Regulation, the paid up equity share capital not exceeding Rupees Ten Crore and net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year so, the provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b] to (i] and (t]] of sub-regulation (2] of regulation 46 and the para C, D and E of Schedule V, were not applicable to the Company.

Particulars of Loans, Guarantees or Investments

The loan and guarantee given by the Company during the Financial Year ended March 31, 2023 are within the limits prescribed under Section 186 of the Act. Further, the details of the said loan given, guarantee given and investment made are provided in the Notes to the Financial Statements of the Company.

Compliance with Secretarial Standards

During the Financial Year 2022-23, the Company has complied with all the relevant provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Human Resources and Industrial Relations

Employees are the most valuable and indispensable asset for a Company. A Companys success depends on the ability to attract, develop and retain best talent at every level. The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. Company strives to maintain a skilled and dedicated workforce, representing diverse experiences and viewpoints. The human resource department of the Company are rooted in ensuring a fair and reasonable process for all-round development and upliftment of talent through its persistent effort. During the year, the Company continued to introduce initiatives and tools that helped continuous learning and development of new skills.

Particulars of Contracts or Arrangements with Related Parties

There was no Related Party Transactions (RPT] entered into by the Company, during the Financial Year, which attracted the provisions of the Section 188 of the Act. There being no material related party transactions as defined under SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, so, there are no details to be disclosed in form AOC-2 in this regard.

During the year 2022-23, pursuant to section 177 of the Act and SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, all RPT were placed before the audit committee for its Prior/omnibus approval.

Material Changes and Commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report

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 2022-2023, of the Company and the date of this Report.

Details of significant and material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and the Companys operations in future

No such significant and material order has been passed by any Regulator/ Court/ Tribunals against the Company, which will impact the going concern status and the Companys operations in future.

Statutory Auditors and Auditors Report

At the 28 ^th Annual General Meeting of the Company held on December 30, 2020, the members approved appointment of M/s Khandelwal Prem & Associates, Chartered Accountants (Firm Registration No. 317092E] as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 33^rd Annual General Meeting.

The Notes on accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further explanations/comments.

The Auditors Report on the standalone financial statements of the Company for the year ended March 31, 2023 forms part of this Annual Report and there are no qualifications, reservation, adverse remark or disclaimer made by the Statutory Auditors in their report.

Reporting of frauds by Auditors

During the Financial Year 2022-23, the Auditors have not reported any fraud, as prescribed under Section 143(12] of the Act.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Board of the Directors of the Company has appointed, Mr. Arun Kumar Jaiswal (Certificate of Practice Number 12281] Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2022-23, as issued by him in the prescribed form MR-3, is annexed hereto and marked as Annexure B.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit and Cost Records

The provisions of Section 148 of the Act, with respect to maintenance of Cost Audit and Cost Records are not applicable to the Company.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company is committed to provide the safe and conducive work environment to the employee of the Company and has formulated Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. Further, the Company has complied with the provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal] Act, 2013.

However, during the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.

Particulars of Employees

The particulars of employees, as required under Section 197(12] of the Act read with the respective Rule of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, are annexed hereto, marked as Annexure - C

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Out Go

The Company being basically in to the business of NBFC and is lending its fund to Corporate Clients and individuals. Beside this the Company is investing its fund in the Capital Market. Due to said line of business, the requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

Public Deposits

During the year under review, the Company has not accepted any deposits from the public within the meaning of section 73 of the Act and the rules there under.

Internal Auditor

M/s. Komal Tibrewalla, Chartered Accountants (Firm Registration Number 333003E], were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the Financial Year 2022-23 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts] Rules, 2014.

Business Responsibility Report

Pursuant to Regulation 34(2] of Listing Regulations, the top 1000 listed companies may required to prepare a Business Responsibility Report, so the same are not applicable to the Company.

Vigil Mechanism

In terms of the Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has framed a Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company, i.e., www.minolta.co.in, with an objective to provide an avenue to address concerns, in line with the policy of the Company to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, as well as timely redressal of concerns and disclosures to build and strengthen a culture of transparency and trust in the Company.

The mechanism also provides for adequate safeguards against victimization of director(s) or employee(s) or any other person for availing the mechanism and in exceptional cases, direct access to the Chairman of the Audit Committee to report instances of fraud/ misconduct. The Audit Committee looks into the complaints raised, if any, and their redressal.

RBI Regulations

The Company has complied with the requirements prescribed by RBI, from time to time, as applicable to it.

Other Disclosures

During the year under review, the Company has not obtained any registration / license / authorisation, by whatever name called from any other financial sector regulators.

Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, we hereby make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

1) that in the preparation of the Annual Accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

2) that such accounting policies as mentioned in Notes to the Annual Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that period;

3) that 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 has been taken;

4) that the Annual Accounts has been prepared on a going concern basis;

5) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively; and

6) that internal financial control to be followed by the Company are in place and that such internal financial controls are adequate and are operating effectively.

General Disclosures

1. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

2. No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

3. The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

4. The Company does not have any Employee Stock Option Plan.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Companys valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Place: Kolkata		By order of the Board
Date: May 30, 2023	For MINOLTA FINANCE	For MINOLTA FINANCE
	LIMITED	LIMITED
Registered Office :	Sd/-	Sd/-
Unique Pearl, BL-A,	VISHAL CHHAPARIA	DINESH KUMAR PATNIA
Hatiara, Roy Para,	DIN :05351748	DIN :01709741
Kolkata- 700157	Independent Director	Managing Director