Easy Fincorp Ltd Management Discussions

Dear Members,

Your Board of Directors is pleased to present the 39th Annual Report together with the Companys Audited Financial Statements and the Auditors report for the year ended 31st March 2024.

FINANCIAL RESULTS:

(Rs in Lakhs)

Particulars	As on 31st March 2024	As on 31st March 2023
Revenue from Operations	-	-
Other Income	9.74	8.09
Total Income	9.74	8.09
Less: Expenses	15.08	14.32
Profit/ (Loss) before Depreciation, Finance Costs, Exception items and Tax Expenses	(5.34)	(6.23)
Less: Depreciation	-	-
Less: Finance Costs	13.46	12.84
Profit /(loss) before Exceptional items and Tax Expenses	(18.80)	(19.07)
Add/Less: Exceptional Items	-	-
Profit/ (Loss) before Tax Expense (PBT)	(18.80)	(19.07)
Less : Net Tax Expense( Current & Deferred)	(3.39)	(3.14)
Profit / (Loss) after Tax Expense (PAT)	(15.41)	(15.93)
Earnings per equity share: Basic	(6.29)	(6.50)
Earnings per equity share: Diluted	(6.29)	(6.50)

STATE OF COMPANY AFFAIRS & OVERVIEW:

The equity shares of the company are listed on BSE Limited. The company has invested its surplus fund in fixed deposits & securities. The Company registered a total income of Rs. 9.74 lakhs as compared to Rs. 8.09 lakhs in the previous year and registered a Loss after tax of Rs. 15.41 lakhs as compared to a Loss after tax of Rs. 15.93 lakhs in the previous year. During the year, the decline in loss is attributable to a rise in other income. There was no change in the nature of business of the Company and the Company has not earned any operating revenues during the period, under review.

The Financial Statements for the year ended 31st March, 2024 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under section 133 of the Companies Act, 2013, as amended ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015.

ANNUAL PERFORMANCE REVIEW:

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out the annual evaluation of its own performance, and of each of the Directors individually, including the independent directors, as well as the working of its committees based on the criteria and framework adopted by the Board on the recommendation of Nomination & Remuneration Committee Meeting.

OPPORTUNITIES AND THREATS:

India continues to shine as a bright spot. It is the fifth-largest economy in the world and is poised to retain its position as the worlds fastest-growing major economy. Its GDP growth remained buoyant at 7.3% in FY 2023-24 as against 7.2% in FY 2022- 23 was supported by robust domestic demand, moderate inflation, a stable interest rate environment, and strong foreign exchange reserves. The International Monetary Fund (IMF) commended Indias economic resilience, robust growth, and notable progress in formalization and digital infrastructure. Indias economic outlook is optimistic as it reaps the benefits of demographic dividend, physical and digital infrastructure enhancements, increased capital expenditure and the governments proactive policy measures such as Production Linked Incentive (PLI) Schemes. According to the IMF, the Indian economy is expected to expand steadily at 6.5% in 2024.

OUTLOOK:

Your Company is engaged in investment activities and other financial services during the year under review, hence the requirement of segment-wise reporting is considered irrelevant. The Company carries shares and securities in its books. Any change in fair value of financial instruments are adjusted/reflected in other Comprehensive Income.

During the year, the Company does not have any operating revenues and other income mainly comprises interest income on bank deposits. Your company has a proper and adequate system of internal controls commensurate to the size of its operations to ensure that financial transactions are properly authorized and reported correctly.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended 31st March, 2024 and the date of this Boards Report.

RESERVES:

Due to the losses during the year, the company has not transferred any amount to the reserve.

DIVIDEND:

In view of the accumulated losses, your Directors regret their inability to recommend any dividend on the Preference or Equity Shares.

SHARE CAPITAL:

During the year, there was no change in the issued, subscribed and paid-up capital of the Company.

HOLDING COMPANY, SUBSIDIARY COMPANY AND ASSOCIATE COMPANIES:

Rainbow Investments Limited continues to remain the holding Company of your Company. The Company does not have any Subsidiary or Associate Company.

ANNUAL RETURN:

In view of the amendment in provisions of Sections 92 and 134 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Amendment Rules, 2021, effective from 5th March, 2021, the Company has not annexed the Extract of Annual Return in the prescribed form (MGT-9) for the financial year ended on 31st March, 2024 to this Report.

The draft Annual return of the Company is available on the website of the Company at the link: http://www.easyfincorp.com/images/pdf/anu report23-24.pdf

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not meet the criteria mentioned in section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of particulars of Investments made are provided in note no. 3 in the financial statement. Further, the Company has not given any loan or provided any guarantee or security during the financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of Six Non-Executive Directors of which Mr. Rama Chandra Kurup and Mr. Tarun Goyal are the Independent Directors.

Mr. Kedarisetty Naga Mahesh Kumar resigned as Independent Director of the company with effect from 15th May 2024 due to his old age and other pre-occupation. Consequently, the Board on the recommendation of the Nomination and Remuneration Committee appointed Mr. Tarun Goyal as Additional Non-Executive Independent Director of the company with effect from 22nd May, 2024. The Board also recommend his appointment as an Independent Director of the Company for the first term of five years to the shareholders of the Company.

Mr. Ashish Kumar Chaudhuri was reappointed as Chief Executive Officer with effect from 1st October 2023 on the expiry of his previous term. Mr. Subir Das was reappointed as Chief Financial Officer of the Company, with effect from 1st December 2023 on the expiry of his previous term.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company had received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) read with Regulation 25(8) of the SEBI Listing Regulations. They have also complied with the code for Independent directors prescribed in Schedule IV of the Companies Act, 2013. Further, the Independent Directors have confirmed that they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. The Board has taken on record these declarations after undertaking the due assessment of the veracity of the same.

NUMBER OF MEETINGS OF THE BOARD:

During the year following Seven (7) meetings of the Board of Directors were convened and held.

	Attendance of Directors
		1BM	2BM	3BM	4BM	5BM	6BM	7BM
NAME OF DIRECTOR	AGM 30th Aug 2023	22nd May 2023	25th Jul 2023	9th Aug 2023	28th Sep 2023	3rd Nov 2023	23rd Nov 2023	6th Feb 2024	BOARD MEETING HELD DURING THE YEAR	ATTEND	% of Attendance
Mr. R. Dey	Y	Y	Y	Y	Y	Y	Y	Y	7	7	100
Mr. A. Lakhotia	Y	Y	Y	Y	Y	Y	Y	Y	7	7	100
Mr. A. Joshi	Y	Y	Y	Y	Y	Y	Y	Y	7	7	100
Mrs. J. Shrestha	Y	Y	Y	Y	Y	Y	Y	Y	7	7	100
Mr. K N. M. Kumar	X	Y	Y	Y	Y	Y	Y	Y	7	7	100
Mr. R. C. Kurup	Y	Y	Y	Y	Y	Y	Y	Y	7	7	100

AUDIT COMMITTEE:

The Audit Committee of the Board of Directors consists of:

• Mr. Atul Lakhotia (Non-Executive Non-Independent Director)

• Mr. K. N. Mahesh Kumar (Independent Director) (Resigned on 15th May, 2024)

• Mr. Rama Chandra Kurup (Independent Director)

• Mr. Tarun Goyal (Independent Director) (Appointed on 22nd May, 2024)

During 2023-2024, Four (4) Audit committee meetings were held. Details are as follows:

	1	2	3	4
NAME OF DIRECTOR	22nd May 2023	9th Aug 2023	3rd Nov 2023	6th Feb 2024	HELD DURING THE TENURE	ATTEND	% OF ATTENDANCE
Mr. Atul Lakhotia	S	S	S	S	4	4	100
Mr. K. N. M. Kumar	S	S	S	S	4	4	100
Mr. R. C. Kurup	S	S	S	S	4	4	100

The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013. Chief Financial Officer and Chief Executive Officer are the permanent invitees to the Committee meetings and Company Secretary acts as the permanent secretary of this committee.

Your Company has a well-structured internal audit system commensurate with its size and operation. During the year, there was no occasion when the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board of Directors consists of:

• Mr. Atul Lakhotia (Non-Executive Non-Independent Director)

• Mr. K. N. Mahesh Kumar (Independent Director) (Resigned on 15th May, 2024)

• Mr. Rama Chandra Kurup (Independent Director)

• Mr. Tarun Goyal (Independent Director) (Appointed on 22nd May, 2024)

During 2023-2024, Three (3) N & R committee meetings were held. Details are as follows:

	1	2	3	HELD DURING THE YEAR	ATTEND	% OF ATTENDANCE
NAME OF DIRECTOR	22nd May 2023	28th Sep 2023	23rd Nov 2023
Mr. Atul Lakhotia	S	S	S	3	3	100
Mr. K. N. M. Kumar	S	S	S	3	3	100
Mr. R. C. Kurup	S	S	S	3	3	100

The Company has in place a policy on the website of the company on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company at http://www.easyfincorp.com/board-policies.html

ANNUAL PERFORMANCE EVALUATION:

The Board has adopted an evaluation framework on the recommendation of the Nomination & Remuneration Committee (NRC) for evaluating its own performance and as well as that of its

Committees and Individual Directors. Accordingly, Performance Evaluation Templates were circulated to all the Directors covering the areas relevant to its functioning and evaluation of the performance of each Individual Director/Committee or Board as a whole. The Independent Directors carried out annual performance evaluations of the other Non-Executive Directors. The performance of each Committee was evaluated by the Board and based on the report on evaluation received from respective Committees a summarized report was shared with the Board for its review and feedback was given to each Director.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the T rading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and the Companys operations in the future.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period;

c) proper and sufficient care has been taken 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;

d) the annual account has been prepared on a going-concern basis;

e) internal financial controls laid down by the directors have been followed by the Company and that such internal financial controls were adequate and operating effectively and;

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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 business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. Related Party Transactions, if any, are placed before the Audit Committee for its approval.

PARTICULARS OF EMPLOYEES:

Particulars of employees as per Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure - I to this Report.

There were no employees of the Company drawing remuneration in excess of limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

Considering the nature of your Companys activities during the year under review, your Company did not consume energy of any significant level nor was there much scope for taking any measures for energy conservation, technology absorption and making any additional investment for the above purposes.

There have been no foreign exchange earnings or outgo during the year under review.

INTERNAL FINANCIAL CONTROLS:

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is well defined in the engagement letter of the internal auditor duly approved by the Audit Committee. To maintain its objectivity and Independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company based on statement of operation procedure, instruction manuals, accounting policy and procedure.

RISK MANAGEMENT:

The Companys activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company continues to focus on a system-based approach to business risk management. The Companys financial risk management process seeks to enable the early identification, evaluation and effective management of key risks facing the business. Backed by strong internal control systems, the current Risk Management System rests on policies and procedures issued by appropriate authorities; process of regular reviews / audits to set appropriate risk limits and controls; monitoring of such risks and compliance confirmation for the same.

The Company has laid out a proper mechanism in place to identify the elements of business and other risks and a risk management system to ensure compliance with the applicable laws and relevant standards. In the opinion of the Board, there is no such risk which may threaten the existence of the Company.

VIGIL MECHANISM POLICY/ WHISTLEBLOWER POLICY:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 the Company has framed a vigil mechanism policy and system of vigil mechanism to deal with instances of fraud and mismanagement, if any, and concerns about violation of the Companys policies. The Policy is available on the website at http://www.easyfincorp.com/board-policies.html

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all the employees at the workplace. All women employees (permanent, temporary, contractual and trainees) are covered under this Policy. All employees are treated with dignity to maintain an environment free of sexual harassment whether physical, verbal or psychological. No complaints were received or remained pending disposal during the year under review. The Policy is available on the website at http://www.easyfincorp.com/board-policies.html

COST RECORDS AND COST AUDIT:

Neither maintenance of Cost Records nor audit of cost records as required under Section 148 of the Companies Act, 2013 read with relevant rules made thereunder applies to the Company.

STATUTORY AUDITOR:

M/s Ray & Ray Chartered Accountants (Firm Registration No.: 301072E) are appointed as the Statutory Auditors of the Company for the term of five consecutive financial years, i.e., to hold office till the conclusion of the AGM of the Company to be held in the year 2028.

The statutory auditor has submitted an unmodified opinion on the audit of financial statements for the financial year 2023-2024 and there is no qualification, reservation, or adverse mark of disclaimer given by the Auditor in their report. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013. The Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR:

M/s K. Arun & Co. Practicing Company Secretaries, Kolkata is appointed as Secretarial Auditor of the Company for the financial year 2023-2024, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The attached Secretarial Audit Report marked as Annexure II, which forms part of this Report, is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer that requires our further comments.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT:

The company is having 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, hence the provisions of regulation 15 of SEBI (LODR) Regulations, 2015 relating to the compliance with the corporate governance 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 para C, D and E of Schedule V, do not apply to the company.

ANALYTICAL RATIOS:

All the financial ratios have been provided in the Note No. 19 of Financial Statement & page no. 58 of the Annual report.

BUSINESS SEGMENT ANALYSIS:

During the period under review, the Companys activities were majorly restricted to investing its surplus funds in fixed deposits and securities. The Company is engaged in a single business segment & is operating within a single geographical area in India.

Comment on the current years performance:

Total Income	The total income of the Company has increased in comparison to the previous year due to higher interest income earned on the fixed deposit.
Operating Expenses	Operating & Administrative expenses have marginally increased in comparison to the previous year.
Operating Profit	Due to increase in operating expenses, operating Profits declined during the year by 14.28% from the previous year.
Finance cost	Finance costs have marginally increased during the year
Net Profit	Net profits of the Company has declined during the year due to increase in finance cost & operating expenses.

COMPLIANCE WITH THE CODE OF CONDUCT:

The Company has adopted the "Code of Conduct for Board Members and Senior Management Personnel". The Code of Conduct contains the duties of the Independent Directors as laid down in the Act.

The Code is available on the website of the Company at http://www.easyfincorp.com/board- policies.html All the Directors and the Senior Management Personnel of the Company have given a declaration of compliance with the Companys Code of Conduct in accordance with Regulation 26(3) of the SEBI Listing Regulations during the year ended 31st March 2024.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the valuable services rendered by the employees of the Company. The Directors would also like to express their appreciation and thanks to the Bankers, Regulatory Authorities, and Shareholders for their continued support and cooperation.

Place: Kolkata	On Behalf of the Board of Directors
Date: 22nd May 2024	Akhilanand Joshi	Atul Lakhotia
	Director	Director
	DIN: 07041418	DIN: 00442901