Bhagyashree Leasing & Finance Ltd Directors Report

To

The Members of

Bhagyashree Leasing and Finance Limited (the "Company")

Pune

Your Directors present their 28^th Annual Report together with the Audited Financial Statements of the Company for the financial year ended on March 31^st, 2022.

Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise, and thus certain information which is required in Directors Reports clubbed elsewhere and has to be read as a part of Directors Report.

FINANCIAL RESULTS

The financial results of the Company for the financial year under review as compared to the previous year are as under:

		(Rupees in INR)
Particulars	Year ended 31.03.2022	Year ended 31.03.2021
Total Income	19,09,253	15,09,579
Total Expenses	9,79,816	8,81,012
Profit/(Loss) before tax	9,29,437	6,28,568
Deferred Tax	(4,96,406)	(3,92,491)
Profit after tax	4,33,032	2,36,077

PERFORMANCE OF THE COMPANY

During the year under review, there is no revenue from the main business activity of the Company;

Your Directors are positive that in the foreseeable future the Company will begin its operations and establish itself in the market as soon as possible.

STATE OF COMPANYS AFFAIRS

Your Company has earned revenue from other sources of Rs. 19,09,253/- as against Rs. 15,09,579/- in the previous year, resulting in an increase of about 26.47%. Further, the Net Profit after Tax has also increased to Rs. 4,33,032/- in the current year from Rs.2,36,077/- in the previous year, resulting in an increase of almost 83.42%.

As the Company has not earned any revenue from operations it has been taking measures to adopt suitable business practices and looking forward to good opportunities in the near future.

CHANGE IN THE NATURE OF BUSINESS

The Company has not changed its nature of business during the period under review i.e. Financial Year 2021-22.

DIVIDEND

Your Directors does not recommend the dividend for the period under review.

RESERVES

During the year the Company has not transferred any amount to any of its reserves. The outstanding balance of reserves of the Company is as follows-

Reserves	Amount (in Rs. actual)
Capital Reserves	9,70,000
Statutory Reserves	20,168

DEPOSITS

During the year under report, your Company has not accepted any deposit from the public pursuant to the provisions of Section 73 to 76A of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Composition of the Board of Directors:

a) Retirement of director by rotation:

Pursuant to the provisions of Section 152 (6) (C) of the Companies Act, 2013, Mr. Rajas Jain (DIN: 00037599) Director of the Company is liable to retire by rotation at the forthcoming AGM and being eligible offers himself for re-appointment.

Except above, there is no change in the Composition of the Board during the reporting period.

KEY MANAGERIAL PERSONNEL

Mr. Rajas Jain is a Chief Executive Officer and Mr. Ameya Jain is a Chief Financial Officer of the Company.

During the year, Mr. Nilesh Gawali has been appointed as Company Secretary of the Company with effect from 07^thFebruary, 2022.

BOARD OF DIRECTORS

A. COMPOSITION:

Further, as on March 31, 2022, the Board is comprised of four members, consisting of two executive directors, one non-executive director and one Independent Director An independent director is the chairperson of Stakeholders Relationship Committee.

As required under Section 149(3) of the "the Act", Mrs. Ranjana Jain (DIN 00035305), a Woman director, is on Board designated as Woman Director.

B. BOARD MEETINGS HELD DURING THE YEAR:

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. Minimum four Board meetings are held every year. Additional meetings can be held to address specific needs of the Company.

During the Financial Year 2021-22, the Board of Directors met four times i.e. on June 28, 2021, August 12, 2021, November 12, 2021 and February 07, 2022.

Board Meetings held during the Year

Sr. No.	Dates on which Board Meetings were held	Total Strength of the Board	No. of Directors present
1.	June 28, 2021	4	4
2.	August 12, 2021	4	4
3.	November 12, 2021	4	4
4.	February 07, 2022	4	4

C. COMPOSITION OF THE BOARD AND DIRECTORSHIP HELD DURING THE YEAR 2021-22 AND NO OF MEETINGS ATTENDED:

Name of the Director	Category	Attendance of Meeting during 2021-22		No of Director ship in other public limited Companies	No of Membership, Chairmanship board Committees of the other Companies		Share holding of the Director
		Board Meeting	Last AGM		As Chairman	As Member
Ranjana Jain	Non-Executive (Non Independent)	4	Yes	Nil	Nil	Nil	799670
Rajas Jain	Executive Director	4	Yes	Nil	Nil	Nil	271295
Ameya Jain	Executive Director	4	Yes	Nil	Nil	Nil	Nil
Mangesh Gulunjkar	Non-Executive (Independent)	4	Yes	Nil	Nil	Nil	Nil

COMMITTEES OF THE BOARD:

Pursuant to the "the Act" and Equity Listing Agreement with the Stock Exchange, the Company requires to constitute below mentioned committees in order to effectively cater its duties and comply with the provisions as required.

- Audit Committee;

- Stakeholders Relationship Committee;

- Nomination and Remuneration Committee;

Details of the constitution, terms of references of each Committee and number ofmeetings attended by individual member, etc. are provided below.

A. AUDIT COMMITTEE:

Pursuant to the provision of section 177 of the Companies Act 2013, the Company is required to constitute Audit Committee.

As on March 31, 2022, the Company was unable to reconstitute the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE [NRC]:

Pursuant to the provisions of section 178 of the Companies Act 2013, the Company is required to constitute Nomination and Remuneration Committee.

As on March 31, 2022, the Company was unable to reconstitute the Nomination and Remuneration Committee.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC):

Pursuant to the provisions of section 178 of the Companies Act 2013, the Company has a Stakeholders Relationship 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.

i) Composition of the SRC is as below:

The stakeholders relationship committee ("the Committee") comprised one independent director and two executive directors as on March 31,2022:

Sr. No.	Full Name	Category
1	Mangesh Gulunjkar	Chairman
2	Rajas Vimalkumar Jain	Member
3	AmeyaInder Jain	Member

ii) Meetings and Attendance

During the year, the Committee met only once i.e. on February07, 2022. The attendance of the members of the Committee is given below:

Sr. No.	Full Name of the Members	Designation	No. of Meetings Held	No. of Meetings Attended
1	Mangesh Gulunjkar	Chairman and Member	1	1
2	Rajas Vimalkumar Jain	Member	1	1
3	AmeyaInder Jain	Member	1	1

The minutes of the SRC Meeting held on February 07, 2022 was noted by the Board of Directors of the Company at the subsequent Board Meeting.

iii) Brief description of terms of reference:

The Committee reviews the performance of the Companys Registrar and Transfer Agent and also recommends the Board measures for overall improvement for better investor services.

iv) Roles & objectives:

• To look into complaints of shareholders and investors pertaining to transfer/transmission of shares, non-receipt of share certificates, non-receipt of dividends, non-receipt of Annual Reports, issue of duplicate share certificates and other miscellaneous complaints.

• The Committee is responsible for satisfactory redressal of investors complaints.

v) Shareholders Complaints Status

Number of shareholders complaints received so far;	Nil
Number not solved to the satisfaction of shareholders;	Nil
A number of pending complaints.	Nil

GENERAL BODY MEETINGS:

a) The details of the last three Annual General Meetings (‘AGM) are given below:

Financial Year	General Meeting	Location	Date	Time
2020-21	27th AGM	2413, Kumar Capital, 1st Floor, East Street, Camp, Pune 411001	30.09.2021	3.30 P.M.
2019-20	26th AGM	2413, Kumar Capital, 1st Floor, East Street, Camp, Pune 411001	30.09.2020	03.30 P.M.
2018-19	25th AGM	2413, Kumar Capital, 1st Floor, East Street, Camp, Pune 411001	30.09.2019	3.30 P.M.

DECLARATION BY INDEPENDENTDIRECTORS

The Independent Director has submitted declaration of independence, as required under section 149(7) of the Act stating that he meets the criteria of independence as provided in section 149(6) of the Act as amended and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing Regulations), as amended.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding the prescribed criteria of independence, after undertaking a due assessment of the veracity.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance. The performance evaluation of the Directors was completed during the year under review.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review on the operations and performance of the Company and its business is given in the Management Discussion and Analysis, which forms part of this Annual Report as ANNEXURE I.

CORPORATE GOVERNANCE

The Companys philosophy on corporate governance is to ensure fairness to the stakeholders, empowerment of employees and collective decision-making and customers delight through transparency, full disclosures and business ethics in discharge of its corporate responsibilities.

The Company has in place a system of Corporate Governance.

Further, your Company has availed the exemption provided under regulation 15(2)(a)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) hence a separate report on Corporate Governance as per regulation 34 of LODR is not attached to this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2022, the applicable accounting standards have been followed;

ii) the directors had 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 as at March 31, 2022, and of the profit and loss of the Company for the year ended on that date;

iii) that the Directors 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) The annual accounts have been prepared on a going concern basis;

v) That 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) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

a) STATUTORY AUDITORS

M/S SPAK & Co., Chartered Accountants (FRN: 139877W) were appointed as the Statutory Auditors of the Company at the 27^th Annual General Meeting (the "AGM") held on September 30, 2021for a period of 5 years, commencing from the conclusion of 27^th AGM until the conclusion of the 32^nd AGM to be held during the calendar year 2026.

b) SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Amit M. Diwate, Practicing Company Secretary, to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit is annexed as ANNEXURE II.

Reserved Remarks in the Secretarial Report:

(i) According to the documents, papers, correspondences shown to us, 500,000 (Five Lacs) Shares out of the total paid-up capital of the company are pending for listing at BSE Ltd.

(ii) All the information which is required be displayed/uploaded on the companys website under the listing agreement could not be availed as the company has not developed its own website.

(iii) The company has not submitted returns/forms/reports as applicable to Non-Banking Financial Company, as per Guidelines, notifications, Master Circulars etc. issued by the Reserve Bank of India in connection with NBFCs time to time.

Directors Reply:

(i) The Company had filed an application with BSE for listing of 500,000 Equity shares in 2001. In 2013, the Company received directives from BSE Ltd to obtain an order from Securities and Exchange Board of India (SEBI) for compounding of offence occurred while issue of 500,000 Equity Shares. Accordingly, the Company has filed compounding application with Securities and Exchange Board of India (SEBI) and has received the order. The Company has applied with BSE Limited for the listing of the same and is in process.

(ii) The company is under process to develop its own website.

(iii) The Company is in the process of complying with submission of NBFC returns applicable to it.

c) COST AUDIT

As per the Cost Audit Rules, Cost Audit is not applicable to any of the Companys products/ business of the Company for the financial year 2021-22.

REPORTING OF FRAUDS BY THE AUDITORS

There was no instance of fraud during the year under review which required the Statutory Auditors to report to the Board under Section 143 (12) of Act and Rules framed thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has appointed M/s. M D S & Co. LLP, Chartered Accountants, Pune having firm registration number (FRN: W100118) as the Internal Auditors of the Company for the financial year under review, who had taken the adequate measures to review the processes for safeguarding the assets of the Company also reviewed the operational efficiency, the effectiveness of systems and processes, and assessing the internal control strengths in all areas.

The Board is responsible for establishing and maintaining adequate internal financial control with reference to the financial statements of the Company as per section 134 of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014.

The Board has laid down process designed by the companys principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Internal Financial Controls have also been evaluated by the Statutory Auditors M/s. SPAK& Co., Chartered Accountants (FRN: 139877W) and forms part of this Annual Report.

RISK MANAGEMENT

Your Company has put in place a mechanism to inform the Board about the risk assessment and minimization procedures and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of a properly defined framework. In addition to this, constant monitoring of processes, analyzing of various parameters, credit risk management is also used to improve the risk management.

CODE OF CONDUCT COMPLIANCE

A declaration signed by the Chief Executive Officer affirming compliance with the Companys Code of Conduct by the Directors and Senior Management for the Financial Year 2021-22 as required under Schedule V (D) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is required to be included in the Corporate Governance Report.

Further, as the Company has availed the exemption provided under regulation 15(2)(a)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) a separate report on Corporate Governance as per regulation 34 of LODR is not required to be attached to this Annual Report and hence the Company is not required to give declaration as required from the chief executive officer affirming compliance with the Companys Code of Conduct is not included.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYSOPERATIONSIN FUTURE

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There are no material changes and commitments 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.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

The Company has a Prevention of sexual harassment policy. There were no complaints received or pending during the financial year 2021-22.

a. number of complaints filed during the financial year- Nil

b. number of complaints disposed of during the financial year- Nil

c. number of complaints pending as on end of the financial year- Nil

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the reporting period, your Company has not entered into any related party transactions referred to in Section 188(1) of the Companies Act, 2013. Hence, the disclosure in form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company being a Non-Banking Financial Company, section 186 of the Act with respect to advancing of loan is not applicable to it. Further, it has not given any guarantee or provided securities or made investments, which falls under Section 186 of the Act.

RATIO OF THE REMUNERATION OF THE DIRECTORS TO THE MEDIAN EMPLOYEES UNDER SECTION 197 OF THE COMPANIES ACT, 2013

As at the end of the financial year 2021-22, there were no employees in the Company except the Chief Executive Director, Chief Financial Officer and the Company Secretary. As such, there are no details/ declarations to be given under this end for the financial year ended under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Compliance of CSR under section 135 of the Act is not applicable to the Company.

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

Conservation of Energy and Technology Absorption:

Considering the nature of the business there is nothing to be reported under the head conservation of energy and technology. Nevertheless, the Company is taking a due care to control unnecessary usage of electricity.

Foreign Exchange Earnings and Outgo:

The Company has neither earned nor spent any foreign exchange during the year.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint venture/associate company at the end of the financial year. Hence the details pursuant to the provision of Section 129(3) need not to be given.

REASON FOR SUSPENSION OF SECURITIES FROM TRADING

The Securities of the Company are restricted for trading on account of GSM.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

Your Company neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Your Company has not obtained any one time settlement of loan from the Banks or Financial Institutions.

VIGIL MECHANISM

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.

ACKNOWLEDGMENT

Your Directors have placed on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company.

On behalf of the Board of Directors
For BHAGYASHREE LEASING AND FINANCE LIMITED
RAJAS JAIN	AMEYA JAIN
DIRECTOR & CEO	DIRECTOR& CFO
DIN: 00037599	DIN: 01947076
Date: August 10, 2022
Place: Pune